MATERIAL AMENDMENTS

BlackRock MuniYIELD California QUALITY Fund, Inc.

ARTICLES SUPPLEMENTARY

ESTABLISHING AND FIXING THE RIGHTS AND PREFERENCES OF
VARIABLE RATE MUNI TERM PREFERRED SHARES

Table of Contents

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Appendix A: Eligible Assets..................................................................................... A-1

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BlackRock MuniYIELD California QUALITY Fund, Inc.

ARTICLES SUPPLEMENTARY

ESTABLISHING AND FIXING THE RIGHTS AND PREFERENCES OF
VARIABLE RATE MUNI TERM PREFERRED SHARES

BlackRock MuniYield California Quality Fund, Inc., a Maryland corporation (the “Corporation”), hereby certifies to the State Department of Assessments and Taxation of the State of Maryland that:

FIRST: Pursuant to authority expressly vested in the Board of Directors of the Corporation by Article IV of the Corporation’s Charter, the Board of Directors of the Corporation, by resolution duly adopted on September 24, 2021 and April 4, 2022, reclassified 1,665 authorized but unissued shares of common stock of the Corporation as shares of preferred stock of the Corporation, par value $0.10 per share, as Variable Rate Muni Term Preferred Shares (together with any Variable Rate Muni Term Preferred Shares approved and issued after April 7, 2022, the “VMTP Preferred Shares”). The VMTP Preferred Shares may be issued in one or more series, as designated and authorized by the Board of Directors or a duly authorized committee thereof from time to time (each series of VMTP Preferred Shares that may be authorized and issued, a “Series”).

SECOND: The preferences (including liquidation preference), voting powers, restrictions, limitations as to dividends, qualifications, and terms and conditions of redemption, of the shares of each Series of VMTP Preferred Shares are as follows or as set forth in an amendment to these Articles Supplementary or otherwise in the Charter (each such Series being referred to herein as a “Series of VMTP Preferred Shares”):

DESIGNATION

Series W-7: A series of 1,665 shares of preferred stock of the Corporation, par value $0.10 per share, liquidation preference $100,000 per share, is hereby authorized and designated “Series W-7 VMTP Preferred Shares”. Each Series W-7 VMTP Preferred Share shall be issued on a date or dates determined by the Board of Directors of the Corporation or pursuant to their delegated authority; have an Applicable Rate equal to the sum of 1.00% per annum plus the Securities Industry and Financial Markets Association (“SIFMA”) Municipal Swap Index, published at approximately 3:00 p.m., New York City time, on Wednesday, April 6, 2022); and have such other preferences, voting powers, restrictions, limitations as to dividends and distributions, qualifications and terms and conditions of redemption, required by Applicable Law and that are expressly set forth in the Corporation’s Charter. The Series W-7 VMTP Preferred Shares shall constitute a separate series of preferred stock of the Corporation and, except as otherwise provided herein, each Series W-7 VMTP Preferred Share shall be identical. Except as otherwise provided with respect to any additional Series of VMTP Preferred Shares or unless the context requires otherwise, the terms and conditions of these Articles Supplementary apply to each Series of VMTP Preferred Shares and each share of each Series.

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DEFINITIONS

The following terms shall have the following meanings (with terms defined in the singular having comparable meanings when used in the plural and vice versa), unless the context otherwise requires:

“1940 Act” means the Investment Company Act of 1940, as amended.

“Additional Amount” shall have the meaning specified in Section 2(e)(i)(B) of these Articles Supplementary.

“Affected Series” shall have the meaning set forth in Section 5(d) of these Articles Supplementary.

“Agent Member” means a Person with an account at the Securities Depository that holds one or more VMTP Preferred Shares through the Securities Depository, directly or indirectly, for a Beneficial Owner and that will be authorized and instructed, directly or indirectly, by a Beneficial Owner to disclose information to the Redemption and Paying Agent with respect to such Beneficial Owner.

“Applicable Base Rate” means the SIFMA Municipal Swap Index.

“Applicable Law” means Maryland state law (including, without limitation, the Maryland General Corporation Law) and, the federal law of the United States of America (including, without limitation, the 1940 Act).

“Applicable Rate” means the dividend rate per annum on any VMTP Preferred Shares for a Rate Period determined as set forth in paragraph (e)(i) of Section 2 of these Articles Supplementary or in the definition of “Maximum Rate”, as applicable.

“Applicable Rate Determination” means each periodic operation of the process of determining the Applicable Rate for the VMTP Preferred Shares for a Subsequent Rate Period.

“Articles Supplementary” means these Articles Supplementary Establishing and Fixing the Rights and Preferences of VMTP Preferred Shares, as amended, modified or supplemented from time to time.

“Basic Maintenance Amount,” as of any Valuation Date, shall have the meaning set forth in the Rating Agency Guidelines.

“Basic Maintenance Cure Date,” with respect to the failure by the Corporation to satisfy the Basic Maintenance Amount (as required by paragraph (a) of Section 7 of these Articles Supplementary) as of a given Valuation Date, shall have the meaning set forth in the Rating Agency Guidelines, but in no event shall it be longer than 10 Business Days following such Valuation Date.

“Beneficial Owner” means a Person in whose name VMTP Preferred Shares are recorded as beneficial owner of such VMTP Preferred Shares by the Securities Depository, an Agent Member or other securities intermediary on the records of such Securities Depository, Agent Member or securities intermediary, as the case may be, or such Person’s subrogee.

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“Board of Directors” means the Board of Directors of the Corporation or any duly authorized committee thereof.

“Business Day” means a day other than a day (a) on which commercial banks in The City of New York, New York are required or authorized by law or executive order to close or (b) on which the New York Stock Exchange is closed.

“Charter” means the Articles of Incorporation, as amended and supplemented (including by these Articles Supplementary), of the Corporation on file in the State Department of Assessments and Taxation of Maryland.

“Closed-End Funds” shall have the meaning set forth in Section 12 of these Articles Supplementary.

“Closing Date” means April 7, 2022.

“Code” means the U.S. Internal Revenue Code of 1986, as amended.

“Common Shares” means the shares of common stock, par value $0.10 per share, of the Corporation.

“Conditional Acceptance” means a conditional acceptance by the Total Holders to extend the Term Redemption Date of the VMTP Preferred Shares.

“Corporation” shall have the meaning as set forth in the Recitals of these Articles Supplementary.

“Cure Date” means the Basic Maintenance Cure Date, the Minimum Asset Coverage Cure Date or the last day of the Effective Leverage Ratio Cure Period, as the case may be.

“Custodian” means a bank, as defined in Section 2(a)(5) of the 1940 Act, that has the qualifications prescribed in paragraph 1 of Section 26(a) of the 1940 Act, or such other entity as shall be providing custodian services to the Corporation as permitted by the 1940 Act or any rule, regulation, or order thereunder, and shall include, as appropriate, any similarly qualified sub-custodian duly appointed by the Custodian.

“Date of Original Issue” means, with respect to each share of a Series of VMTP Preferred Shares, the date on which the Corporation issued such VMTP Preferred Share.

“Defeased Securities” means a security for which cash, cash equivalents or other eligible property has been pledged in an amount sufficient to make all required payments on such security to and including maturity (including any accelerated maturity pursuant to a permitted redemption), in accordance with the instrument governing the issuance of such security.

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“Deposit Securities” means, as of any date, any United States dollar-denominated security or other investment of a type described below that either (i) is a demand obligation payable to the holder thereof on any Business Day or (ii) has a maturity date, mandatory redemption date or mandatory payment date, on its face or at the option of the holder, preceding the relevant payment date in respect of which such security or other investment has been deposited or set aside as a Deposit Security:

(1)cash or any cash equivalent;

(2)any U.S. Government Security; any Municipal Obligation that has a credit rating from at least one NRSRO that is the highest applicable rating generally ascribed by such NRSRO to Municipal Obligations with substantially similar terms as of the date of these Articles Supplementary (or such rating’s future equivalent), including (A) any such Municipal Obligation that has been pre-refunded by the issuer thereof with the proceeds of such refunding having been irrevocably deposited in trust or escrow for the repayment thereof and (B) any such fixed or variable rate Municipal Obligation that qualifies as an eligible security under Rule 2a-7 under the 1940 Act as amended or as in effect on the Date of Original Issue;

(3)any investment in any money market fund registered under the 1940 Act that qualifies under Rule 2a-7, or similar investment vehicle described in Rule 12d1-1(b)(2) under the 1940 Act, that invests principally in Municipal Obligations or U.S. Government Securities or any combination thereof; or

(4)any letter of credit from a bank or other financial institution that has a credit rating from at least one NRSRO that is the highest applicable rating generally ascribed by such NRSRO to bank deposits or short-term debt of similar banks or other financial institutions as of the date of these Articles Supplementary (or such rating’s future equivalent).

“Derivative Contract” means (a) any and all rate swap transactions, basis swaps, credit derivative transactions, forward rate transactions, commodity swaps, commodity options, forward commodity contracts, forward swap transactions, equity or equity index swaps or options, bond or bond price or bond index swaps or options or forward bond or forward bond price or forward bond index transactions, futures contracts, repurchase transaction, interest rate options, forward foreign exchange transactions, cap transactions, floor transactions, collar transactions, currency swap transactions, cross-currency rate swap transactions, currency options, spot contracts, or any other similar transactions or any combination of any of the foregoing (including any options to enter into any of the foregoing), whether or not any such transaction is governed by or subject to any master agreement, and (b) any and all transactions of any kind, and the related confirmations, which are subject to the terms and conditions of, or governed by, any form of master agreement published by the International Swaps and Derivatives Association, Inc., any International Foreign Exchange Master Agreement, or any other master agreement (any such master agreement, together with any related schedules, a “Master Agreement”), including any such obligations or liabilities under any Master Agreement.

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“Derivative Termination Value” means, in respect of any one or more Derivative Contracts, after taking into account the effect of any legally enforceable netting agreement relating to such Derivative Contracts, (a) for any date on or after the date such Derivative Contracts have been closed out and termination value(s) determined in accordance therewith, such termination value(s), and (b) for any date prior to the date referenced in clause (a), the amount(s) determined as the mark-to-market value(s) for such Derivative Contracts, as determined based upon one or more mid-market or other readily available quotations provided by any recognized dealer in such Derivative Contracts (which may include a Holder or an affiliate of the Holder).

“Discounted Value” as of any Valuation Date, shall have the meaning set forth in the Rating Agency Guidelines.

“Dividend Payment Date” means the date that is the first Business Day of each calendar month.

“Dividend Period” means, with respect to the Series W-7 VMTP Preferred Shares, in the case of the first Dividend Period for the shares of such Series issued on April 7, 2022, the period beginning on April 7, 2022 and ending on and including April 30, 2022, and in the case of each subsequent Dividend Period for all shares of such Series, the period beginning on and including the first calendar day of the month following the month in which the previous Dividend Period ended and ending on and including the last calendar day of such month.

“Effective Leverage Ratio” means the quotient of

(A)the sum of (i) the aggregate liquidation preference of the Corporation’s “senior securities” (as that term is defined in the 1940 Act) that are shares of stock of the Corporation, plus any accumulated but unpaid dividends thereon, excluding, without duplication, (x) any such senior securities for which the Corporation has issued a notice of redemption and either has delivered Deposit Securities or sufficient funds (in accordance with the terms of such senior securities) to the paying agent for such senior securities or otherwise has adequate Deposit Securities on hand and segregated on the books and records of the Custodian for the purpose of such redemption and (y) the Corporation’s outstanding Preferred Shares to be redeemed with the gross proceeds from the sale of the VMTP Preferred Shares, for which the Corporation either has delivered Deposit Securities or sufficient funds (in accordance with the terms of such senior securities) to the paying agent for such senior securities or otherwise has adequate Deposit Securities on hand and segregated on the books and records of the Custodian for the purpose of such redemption; (ii) the aggregate principal amount of a Corporation’s “senior securities representing indebtedness” (as that term is defined in the 1940 Act), plus any accrued but unpaid interest thereon; (iii) the aggregate principal amount of floating rate trust certificates corresponding to the associated residual floating rate trust certificates owned by the Corporation (less the aggregate principal amount of any such floating rate trust certificates owned by the Corporation and corresponding to the associated residual floating rate trust certificates owned by the Corporation); and (iv) the aggregate amount of the Corporation’s repurchase obligations under repurchase agreements.

divided by

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(B)the sum of (i) the Market Value of the Corporation’s total assets (including amounts attributable to senior securities but excluding, any assets consisting of Deposit Securities relating to senior securities for which the Corporation has issued a notice of redemption and either has delivered Deposit Securities or sufficient funds (in accordance with the terms of such senior securities) to the paying agent for such senior securities or otherwise has adequate Deposit Securities on hand and segregated on the books and records of the Custodian for the purpose of such redemption), less the sum of (A) the amount of the Corporation’s accrued liabilities (which accrued liabilities shall include net obligations of the Corporation under each Derivative Contract in an amount equal to the Derivative Termination Value thereof payable by the Corporation to the related counterparty), other than liabilities for the aggregate principal amount of senior securities representing indebtedness, and (B) the Overconcentration Amount; and (ii) the aggregate principal amount of floating rate trust certificates corresponding to the associated residual floating rate trust certificates owned by the Corporation (less the aggregate principal amount of any such floating rate trust certificates owned by the Corporation and corresponding to the associated residual floating rate trust certificates owned by the Corporation).

“Effective Leverage Ratio Cure Period” shall have the meaning specified in Section 6(b) of these Articles Supplementary.

“Electronic Means” means email transmission, facsimile transmission or other similar electronic means of communication providing evidence of transmission (but excluding online communications systems covered by a separate agreement) acceptable to the sending party and the receiving party, in any case if operative as between any two parties, or, if not operative, by telephone (promptly confirmed by any other method set forth in this definition), which, in the case of notices to the Redemption and Paying Agent, shall be sent by such means as set forth in the Redemption and Paying Agent Agreement.

“Eligible Assets” means the instruments listed on Appendix A hereto.

“Exchange Act” means the U.S. Securities Exchange Act of 1934, as amended.

“Failure to Deposit” means, with respect to VMTP Preferred Shares, a failure by the Corporation to pay to the Redemption and Paying Agent, not later than 12:00 noon, New York City time, (A) on the Business Day immediately preceding any Dividend Payment Date for such VMTP Preferred Shares, in funds available on such Dividend Payment Date in The City of New York, New York, the full amount of any dividend to be paid on such Dividend Payment Date on any share of such Series or (B) on the Business Day immediately preceding any Redemption Date in funds available on such Redemption Date for such VMTP Preferred Shares in The City of New York, New York, the Redemption Price to be paid on such Redemption Date for any share of such Series after Notice of Redemption is provided pursuant to paragraph (c) of Section 10 of these Articles Supplementary; provided, however, that notwithstanding anything expressed or implied herein to the contrary, (i) the foregoing clause (B) shall not apply to the Corporation’s failure to pay the Redemption Price in respect of VMTP Preferred Shares when the related Notice of Redemption provides that redemption of such shares is subject to one or more conditions precedent and any such condition precedent shall not have been satisfied at the time or times and in the manner specified in such Notice of Redemption, and (ii) a Failure to Deposit shall not be deemed to have occurred if the Corporation is unable to make the payments in clause (A) or clause (B) due to the lack of legally available funds under Applicable Law or because of any other Applicable Law restrictions on such payments.

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“Fitch” means Fitch Ratings.

“Fitch Eligible Assets” means assets of the Corporation set forth in the Fitch Guidelines as eligible for inclusion in calculating the Discounted Value of the Corporation’s assets in connection with Fitch ratings of VMTP Preferred Shares at the request of the Corporation.

“Fitch Guidelines” means the guidelines applicable to Fitch’s then current ratings of the VMTP Preferred Shares provided by Fitch in connection with Fitch’s ratings of the VMTP Preferred Shares at the request of the Corporation (a copy of which is available on request to the Corporation), in effect on the date hereof and as may be amended from time to time, provided, however that any such amendment will not be effective for thirty (30) days from the date that Fitch provides final notice of such amendment to the Corporation or such earlier date as the Corporation may elect.

“Fitch Provisions” means Sections 7, 8(c)(B) and 9 of these Articles Supplementary with respect to Fitch, and any other provisions hereof with respect to Fitch’s ratings of VMTP Preferred Shares at the request of the Corporation, including any provisions with respect to obtaining and maintaining a rating on VMTP Preferred Shares from Fitch. The Corporation is required to comply with the Fitch Provisions only if Fitch is then rating VMTP Preferred Shares at the request of the Corporation.

“Gross-up Payment” means payment to a Beneficial Owner of an amount which, when taken together with the aggregate amount of Taxable Allocations made to such Beneficial Owner to which such Gross-up Payment relates, would cause such Beneficial Owner’s dividends in dollars (after giving effect to regular federal income tax consequences) from the aggregate of such Taxable Allocations and the related Gross-up Payment to be equal to the dollar amount of the dividends which would have been received by such Beneficial Owner if the amount of such aggregate Taxable Allocations would have been excludable from the gross income of such Beneficial Owner. Such Gross-up Payment shall be calculated (i) without consideration being given to the time value of money; (ii) assuming that no Beneficial Owner of VMTP Preferred Shares is subject to the federal alternative minimum tax with respect to dividends received from the Corporation; (iii) assuming that each Taxable Allocation and each Gross-up Payment (except to the extent such Gross-up Payment is properly designated as an exempt-interest dividend under Section 852(b)(5) of the Code or successor provisions) would be taxable in the hands of each Beneficial Owner of VMTP Preferred Shares at the maximum marginal regular federal individual income tax rate applicable to ordinary income or net capital gains, as applicable, or the maximum marginal regular federal corporate income tax rate applicable to ordinary income or net capital gains, as applicable, whichever is greater, in effect at the time such Gross-up Payment is made; and (iv) assuming that each Taxable Allocation and each Gross-up Payment would not be subject to the tax imposed by Section 1411 of the Code or any similar Medicare or other surtax.

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“Holder” means a Person in whose name a VMTP Preferred Share is registered in the registration books of the Corporation maintained by the Redemption and Paying Agent.

“Increased Rate Event” means the occurrence of any of the following events:

(a)failure by the Corporation to pay when due the full amount of accrued but unpaid dividends on any Dividend Payment Date (other than a failure by the Corporation to so pay due to the lack of legally available funds under Applicable Law or because of any other Applicable Law restrictions on such payments). This Increased Rate Event shall be considered cured on the date the Corporation pays the full amount of such accrued but unpaid dividends;

(b)failure by the Corporation to make any redemption payment pursuant to Section 10 of these Articles Supplementary (other than a failure by the Corporation to so pay due to the lack of legally available funds under Applicable Law or because of any other Applicable Law restrictions on such payments). This Increased Rate Event shall be considered cured on the date the Corporation makes such redemption payment;

(c)failure by the Corporation to pay when due the full amount of accrued but unpaid dividends in respect of Gross-up Payments required to be paid pursuant to Section 3(b), (other than a failure by the Corporation to so pay due to the lack of legally available funds under Applicable Law or because of any other Applicable Law restrictions on such payments). This Increased Rate Event shall be considered cured on the date the Corporation pays the full amount of such accrued but unpaid dividends in respect of Gross-up Payments required to paid pursuant to Section 3(b);

(d)failure by the Corporation to have cured on or before the applicable Minimum Asset Coverage Cure Date any failure to maintain Minimum Asset Coverage as required by Section 6(a). This Increased Rate Event shall be considered cured on the date the Corporation next achieves Minimum Asset Coverage;

(e)failure by the Corporation on the last day of an applicable Effective Leverage Ratio Cure Period to have an Effective Leverage Ratio of not greater than 45%. This Increased Rate Event shall be considered cured on the date the Corporation next has an Effective Leverage Ratio of not greater than 45%;

(f)failure by the Corporation to make investments only in Eligible Assets as required by Section 6(c). This Increased Rate Event shall be considered cured on the date the Corporation has disposed of any investments made in violation of Section 6(c); provided, that any failure by the Corporation to comply with the divestiture requirement set forth in the last proviso of Section 6(c) shall not result in an Increased Rate Event;

(g)failure by the Corporation to maintain compliance with Section 6(d), This Increased Rate Event shall be considered cured on the date the Corporation returns to compliance with Section 6(d);

(h)the creation, incurrence, or existence of any lien in violation of Section 6(e). This Increased Rate Event shall be considered cured on the date that such lien is released or discharged;

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(i)failure by the Corporation on the Basic Maintenance Cure Date to satisfy the Basic Maintenance Amount as of the Valuation Date pertaining to such Basic Maintenance Cure Date. This Increased Rate Event shall be considered cured on the date that the Corporation satisfies the Basic Maintenance Amount as of such Valuation Date;

(j)the declaration, payment or setting apart for payments any dividend or other distribution in violation of Section 8. Such Increased Rate Event shall be considered cured (i) in the case of any declaration or setting apart for payment of any dividend or other distribution, on the date such action is effectively rescinded, set aside, reversed, revoked, or otherwise rendered null and (ii) in any other case, on the first date thereafter that the Corporation is not prohibited pursuant to Section 8 from declaring, paying or setting apart for payment a cash dividend or other cash distribution in respect of the Common Shares;

(k)unless pursuant to an order of the court of competent jurisdiction, the payment or distribution of any assets of the Corporation in violation of Section 11(b) or 11(c);

(l)failure of the Corporation to comply with Section 13(h). This Increased Rate Event will be considered cured on the date the Corporation shall next maintain settlement of VMTP Preferred Shares in global book entry form through the Securities Depository;

(m)failure of the Corporation to comply with Section 13(i). This Increased Rate Event will be considered cured on the date such filing or application has been withdrawn, rescinded or dismissed;

(n)failure of the Corporation to comply with Section 13(u). This Increased Rate Event will be considered cured on the date the Corporation produces financial statements audited in accordance with the standards of the Public Company Accounting Oversight Board (United States);

(o)any determination is made by the Corporation or the IRS that the VMTP Preferred Shares are not equity in a regulated investment company for federal income tax purposes. This Increased Rate Event will be considered cured on the date such determination is reversed, revoked or rescinded;

(p)a Registration Rights Failure occurs. This Increased Rate Event will be considered cured on the date such Registration Rights Failure no longer exists;

(q)failure by the Corporation to have duly authorized any Related Document. This Increased Rate Event shall be considered cured on the date the Corporation duly authorizes each such Related Document that was not previously duly authorized; or

(r)failure by the Corporation to provide the information required by Section 12(b) and such failure is not cured by the fifth (5th) Business Day following written request. This Increased Rate Event shall be considered cured on the date the Corporation furnishes the information specified in the foregoing sentence.

“Information Statement” means the information statement of the Corporation relating to the offering and sale of VMTP Preferred Shares, dated April 7, 2022.

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“Initial Rate Period” with respect to the VMTP Preferred Shares of any Series, means the period commencing on and including the Date of Original Issue thereof and ending on, and including the next succeeding Wednesday.

“Investment Adviser” shall mean BlackRock Advisors, LLC, or any successor investment advisor to the Corporation.

            “Investment Grade” means, any obligation, the highest rating for which from any of Moody’s, Standard & Poor’s (“S&P”) and Fitch is:

(a)higher than “Ba1” or its equivalent, in the case of Moody’s;

(b)higher than “BB+” or its equivalent, in the case of S&P; and

(c) higher than “BB+” or its equivalent, in the case of Fitch.

“LIBOR Dealer” means Wells Fargo Bank, National Association and such other dealer or dealers as the Corporation from time to time may appoint or in lieu of any thereof, their respective affiliates and successors.

            “LIBOR Rate” means, on any Rate Determination Date, (i) the rate for deposits in United States dollars for the designated Rate Period, which appears on Reuters display page LIBOR01 (“Page LIBOR01”) (or such other page as may replace that page on that service, or such other service as may be selected by the LIBOR Dealer or its successors that are LIBOR Dealers) as of 11:00 a.m. London, England time, on the day that is the London Business Day preceding the Rate Determination Date (the “LIBOR Determination Date”), or (ii) if such rate does not appear on Page LIBOR01 or such other page as may replace such Page LIBOR01, (A) the LIBOR Dealer shall determine the arithmetic mean of the offered quotations of the Reference Banks to leading banks in the London interbank market for deposits in U.S. dollars for the designated Rate Period in an amount determined by such LIBOR Dealer by reference to requests for quotations as of approximately 11:00 a.m. (London, England time) on such date made by such LIBOR Dealer to the Reference Banks, (B) if at least two of the Reference Banks provide such quotations, the LIBOR Rate shall equal such arithmetic mean of such quotations, (C) if only one or none of the Reference Banks provide such quotations, the LIBOR Rate shall be deemed to be the arithmetic mean of the offered quotations that leading banks in The City of New York, New York selected by the LIBOR Dealer (after obtaining the Corporation’s approval) are quoting on the relevant LIBOR Determination Date for deposits in United States dollars for the designated Rate Period in an amount determined by the LIBOR Dealer (after obtaining the Corporation’s approval) that is representative of a single transaction in such market at such time by reference to the principal London, England offices of leading banks in the London interbank market; provided, however, that if one of the LIBOR Dealers does not quote a rate required to determine the LIBOR Rate, the LIBOR Rate will be determined on the basis of the quotation or quotations furnished by any Substitute LIBOR Dealer or Substitute LIBOR Dealers selected by the Corporation to provide such rate or rates not being supplied by the LIBOR Dealer; provided further, that if the LIBOR Dealer and Substitute LIBOR Dealers are required but unable to determine a rate in accordance with at least one of the procedures provided above, the LIBOR Rate shall be the LIBOR Rate as determined on the previous Rate Determination Date. If the number of days in a Rate Period shall be (i) seven (7) or more but fewer than twenty-one (21) days, such rate shall be the seven-day LIBOR rate; (ii) twenty-one (21) or more but fewer than forty-nine (49) days, such rate shall be the one-month LIBOR rate; (iii) forty-nine (49) or more but fewer than seventy-seven (77) days, such rate shall be the two-month LIBOR rate; (iv) seventy-seven (77) or more but fewer than one hundred twelve (112) days, such rate shall be the three-month LIBOR rate; (v) one hundred twelve (112) or more but fewer than one hundred forty (140) days such rate shall be the four-month LIBOR rate; (vi) one hundred forty (140) or more but fewer than one hundred sixty-eight (168) days, such rate shall be the five-month LIBOR rate; (vii) one hundred sixty eight (168) or more but fewer than one hundred eighty-nine (189) days, such rate shall be the six-month LIBOR rate; (viii) one hundred eighty-nine (189) or more but fewer than two hundred seventeen (217) days, such rate shall be the seven-month LIBOR rate; (ix) two hundred seventeen (217) or more but fewer than two hundred fifty-two (252) days, such rate shall be the eight-month LIBOR rate; (x) two hundred fifty-two (252) or more but fewer than two hundred eighty-seven (287) days, such rate shall be the nine-month LIBOR rate; (xi) two hundred eighty-seven (287) or more but fewer than three hundred fifteen (315) days, such rate shall be the ten-month LIBOR rate; (xii) three hundred fifteen (315) or more but fewer than three hundred forty-three (343) days, such rate shall be the eleven-month LIBOR rate; and (xiii) three hundred forty-three (343) or more but fewer than three hundred sixty-five (365) days, such rate shall be the twelve-month LIBOR rate.

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“Liquidation Preference” means $100,000 per share.

“Liquidity Account” shall have the meaning specified in paragraph (b)(ii)(A) of Section 10 of these Articles Supplementary.

“Liquidity Account Initial Date” means the date that is six months prior to the Term Redemption Date.

“Liquidity Account Investments” means Deposit Securities or any other security or investment owned by the Corporation that is rated not less than A-/A3 or the equivalent rating (or any such rating’s future equivalent) by each NRSRO then rating such security or investment (or if rated by only one NRSRO, by such NRSRO) or, if no NRSRO is then rating such security, deemed to be of an equivalent rating by the Investment Adviser on the Corporations books and records.

“Liquidity Requirement” shall have the meaning specified in paragraph (b)(ii)(B) of Section 10 of these Articles Supplementary.

“London Business Day” means any day on which commercial banks are generally open for business in London.

            “Low Investment Grade” means any obligation, the highest rating for which from any of Moody’s, S&P and Fitch is:

(a)lower than “A3” but higher than “Ba1” or its equivalent, in the case of Moody’s;

(b)lower than “A-” but higher than “BB+” or its equivalent, in the case of S&P; and

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(c) lower than “A-” but higher than “BB+” or its equivalent, in the case of Fitch.

“Majority” means the Holders of more than 50% of the aggregate Outstanding amount of the VMTP Preferred Shares.

“Managed Assets” means the Corporation’s total assets (including any assets attributable to money borrowed for investment purposes) minus the sum of the Corporation’s accrued liabilities (other than money borrowed for investment purposes). For the avoidance of doubt, assets attributable to money borrowed for investment purposes includes the portion of the Corporation’s assets in a tender option bond trust of which the Corporation owns the residual interest (without regard to the value of the residual interest to avoid double counting).

“Market Value” of any asset of the Corporation means the market value thereof determined by an independent third-party pricing service designated pursuant to the Corporation’s valuation policies and procedures approved from time to time by the Board of Directors for use in connection with the determination of the Corporation’s net asset value. Market Value of any asset shall include any interest or dividends, as applicable, accrued thereon. The pricing service values portfolio securities at the mean between the quoted bid and asked price or the yield equivalent when quotations are readily available. Securities for which quotations are not readily available are valued at fair value as determined by the pricing service using methods which include consideration of: yields or prices of municipal bonds of comparable quality, type of issue, coupon, maturity and rating; indications as to value from dealers; and general market conditions. The pricing service may employ electronic data processing techniques or a matrix system, or both, to determine valuations.

“Maximum Rate” means 15% per annum, increased by any applicable Gross-up Payment due and payable in accordance with Section 3 of these Articles Supplementary.

“Minimum Asset Coverage” means asset coverage, as defined in Section 18(h) of the 1940 Act as in effect on the Date of Original Issue (excluding from (1) the denominator of such asset coverage test (i) any such senior securities for which the Corporation has issued a notice of redemption and either has delivered Deposit Securities or sufficient funds (in accordance with the terms of such senior securities) to the paying agent for such senior securities or otherwise has adequate Deposit Securities or sufficient deposits on hand and segregated on the books and records of the Custodian for the purpose of such redemption and (ii) the Corporation’s outstanding Preferred Shares to be redeemed with the gross proceeds from the sale of the VMTP Preferred Shares, for which the Corporation either has delivered Deposit Securities or sufficient funds (in accordance with the terms of such senior securities) to the paying agent for such senior securities or otherwise has adequate Deposit Securities or sufficient deposits on hand and segregated on the books and records of the Custodian for the purpose of such redemption and (2) from the numerator of such asset coverage test, any Deposit Securities referred to in the previous clause (1)(i) and (ii)) of at least 225% with respect to all outstanding senior securities of the Corporation which are shares of stock of the Corporation, including all Outstanding VMTP Preferred Shares (or, if higher, such other asset coverage as may be specified in or under the 1940 Act as in effect from time to time as the minimum asset coverage for senior securities which are stock of a closed-end investment company as a condition of declaring dividends on its common shares or stock).

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“Minimum Asset Coverage Cure Date,” with respect to the failure by the Corporation to maintain the Minimum Asset Coverage (as required by Section 6 of these Articles Supplementary), means the tenth Business Day following such failure.

“Minimum Rate Period” means any Rate Period consisting of seven (7) Rate Period Days, as adjusted to reflect any changes when the regular day that is a Rate Determination Date is not a Business Day.

“Moody’s” means Moody’s Investors Service, Inc., a Delaware corporation, or any successor thereto.

“Moody’s Discount Factor” means the discount factors set forth in the Moody’s Guidelines for use in calculating the Discounted Value of the Corporation’s assets in connection with Moody’s ratings of VMTP Preferred Shares at the request of the Corporation.

“Moody’s Eligible Assets” means assets of the Corporation set forth in the Moody’s Guidelines as eligible for inclusion in calculating the Discounted Value of the Corporation’s assets in connection with Moody’s ratings of VMTP Preferred Shares at the request of the Corporation.

“Moody’s Guidelines” means the guidelines applicable to Moody’s then current ratings of the VMTP Preferred Shares, provided by Moody’s in connection with Moody’s ratings of the VMTP Preferred Shares at the request of the Corporation (a copy of which is available on request to the Corporation), in effect on the date hereof and as may be amended from time to time, provided, however that any such amendment will not be effective for thirty (30) days from the date that Moody’s provides final notice of such amendment to the Corporation or such earlier date as the Corporation may elect.

“Moody’s Provisions” means Sections 7, 8(c)(B) and 9 of these Articles Supplementary with respect to Moody’s, and any other provisions hereof with respect to Moody’s ratings of VMTP Preferred Shares at the request of the Corporation, including any provisions with respect to obtaining and maintaining a rating on VMTP Preferred Shares from Moody’s. The Corporation is required to comply with the Moody’s Provisions only if Moody’s is then rating VMTP Preferred Shares at the request of the Corporation.

“Municipal Obligations” has the meaning set forth in the Glossary of the Information Statement.

“Net Tax-Exempt Income” means the excess of the amount of interest excludable from gross income under Section I03(a) of the Code over the amounts disallowed as deductions under Sections 265 and 171(a)(2) of the Code.

“Notice of Redemption” means any notice with respect to the redemption of VMTP Preferred Shares pursuant to paragraph (c) of Section 10 of these Articles Supplementary.

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“NRSRO” means a “nationally recognized statistical rating organization” within the meaning of Section 3(a)(62) of the Exchange Act that is not an “affiliated person” (as defined in Section 2(a)(3) of the 1940 Act) of the Corporation, including, at the date hereof, Moody’s and Fitch.

“Other Rating Agency” means each NRSRO, if any, other than Fitch or Moody’s then providing a rating for the VMTP Preferred Shares at the request of the Corporation.

“Other Rating Agency Eligible Assets” means assets of the Corporation set forth in the Other Rating Agency Guidelines as eligible for inclusion in calculating the Discounted Value of the Corporation’s assets in connection with Other Rating Agency ratings of VMTP Preferred Shares at the request of the Corporation.

“Other Rating Agency Guidelines” means the guidelines applicable to each Other Rating Agency’s ratings of the VMTP Preferred Shares, provided by such Other Rating Agency in connection with such Other Rating Agency’s ratings of the VMTP Preferred Shares at the request of the Corporation (a copy of which is available on request to the Corporation), as may be amended from time to time, provided, however that any such amendment will not be effective except as agreed between such Other Rating Agency and the Corporation or such earlier date as the Corporation may elect.

“Other Rating Agency Provisions” means Sections 7, 8(c)(B) and 9 of these Articles Supplementary with respect to any Other Rating Agency then rating the VMTP Preferred Shares at the request of the Corporation, and any other provisions hereof with respect to such Other Rating Agency’s ratings of VMTP Preferred Shares, including any provisions with respect to obtaining and maintaining a rating on VMTP Preferred Shares from such Other Rating Agency. The Corporation is required to comply with the Other Rating Agency Provisions of an Other Rating Agency only if such Other Rating Agency is then rating VMTP Preferred Shares at the request of the Corporation.

“Outstanding” means, as of any date with respect to the VMTP Preferred Shares of any Series, the number of VMTP Preferred Shares of such Series theretofore issued by the Corporation except, without duplication, (i) any VMTP Preferred Shares of such Series theretofore cancelled or delivered to the Redemption and Paying Agent for cancellation or redemption by the Corporation, (ii) any VMTP Preferred Shares of such Series with respect to which the Corporation has given a Notice of Redemption and irrevocably deposited with the Redemption and Paying Agent sufficient Deposit Securities to redeem such VMTP Preferred Shares, pursuant to Section 10 of these Articles Supplementary, (iii) any VMTP Preferred Shares of such Series as to which the Corporation shall be a Beneficial Owner, and (iv) any VMTP Preferred Shares of such Series represented by any certificate in lieu of which a new certificate has been executed and delivered by the Corporation.

 “Overconcentration Amount” means as of any date of calculation of the Effective Leverage Ratio for the Corporation, an amount equal to the sum of: (i) the Market Value of the Corporation’s total assets rated Low Investment Grade in excess of 50% of the Market Value of the Corporation's total assets; (ii) the Market Value of the Corporation’s total assets rated below Investment Grade in excess of 20% of the Market Value of the Corporation's total assets; (iii) the Market Value of the Corporation’s total assets that are unrated in excess of 10% of the Market Value of the Corporation’s total assets; (iv) the Market Value of the Corporation’s total assets that constitute exempt interest obligations backed primarily by payments from tobacco companies or state appropriation (excluding such tobacco securities that are Defeased Securities) in excess of 10% of the Market Value of the Corporation’s total assets; and (v) the Market Value of the Corporation’s total assets that pay less frequently than semiannually in excess of 20% of the Market Value of the Corporation’s total assets.

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“Person” means and includes an individual, a partnership, a corporation, a trust, an unincorporated association, a joint venture or other entity or a government or any agency or political subdivision thereof.

“Placement Agent” means BlackRock Investments, LLC.

“Placement Agreement” means the placement agreement, dated as of the Closing Date, between the Corporation and the Placement Agent with respect to the offering and sale of the VMTP Preferred Shares.

“Preferred Shares” mean the shares of preferred stock of the Corporation, and includes the VMTP Preferred Shares.

“Purchase Agreement” means the VMTP Preferred Shares Purchase Agreement, dated as of the Closing Date, between the Corporation and the Purchaser, as amended, modified or supplemented from time to time.

“Purchaser” means the purchaser on the Date of Original Issue as set forth in the Purchase Agreement.

“QIB” means a “qualified institutional buyer” as defined in Rule 144A under the Securities Act.

“Rate Determination Date” means, with respect to any Series of VMTP Preferred Shares, (i) with respect to the Initial Rate Period for any Series of VMTP Preferred Shares, the Business Day immediately preceding the Date of Original Issue of such Series and (ii) with respect to any Subsequent Rate Period, the last day of a Rate Period for such Series, or if such day is not a Business Day, the next succeeding Business Day; provided, however, that the next succeeding Rate Determination Date will be the day of the week that is the regular Rate Determination Date if such day is a Business Day.

“Rate Period,” with respect to VMTP Preferred Shares, means the Initial Rate Period and any Subsequent Rate Period.

“Rate Period Days,” for any Rate Period, means the number of days that would constitute such Rate Period.

“Rating Agency” means each of Fitch (if Fitch is then rating VMTP Preferred Shares at the request of the Corporation), Moody’s (if Moody’s is then rating VMTP Preferred Shares at the request of the Corporation) and any Other Rating Agency (if such Other Rating Agency is then rating VMTP Preferred Shares at the request of the Corporation).

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“Rating Agency Certificate” has the meaning specified in paragraph (b) of Section 7 of these Articles Supplementary.

“Rating Agency Guidelines” means Moody’s Guidelines (if Moody’s is then rating VMTP Preferred Shares at the request of the Corporation), Fitch Guidelines (if Fitch is then rating VMTP Preferred Shares at the request of the Corporation) and any Other Rating Agency Guidelines (if such Other Rating Agency is then rating VMTP Preferred Shares at the request of the Corporation).

“Rating Agency Provisions” means the Moody’s Provisions (if Moody’s is then rating VMTP Preferred Shares at the request of the Corporation), the Fitch Provisions (if Fitch is then rating VMTP Preferred Shares at the request of the Corporation) and any Other Rating Agency Provisions (if such Other Rating Agency is then rating VMTP Preferred Shares at the request of the Corporation). The Corporation is required to comply with the Rating Agency Provisions of a Rating Agency only if such Rating Agency is then rating VMTP Preferred Shares at the request of the Corporation.

“Ratings Spread” means, with respect to any Rate Period for any Series of VMTP Preferred Shares, the percentage per annum set forth opposite the highest applicable credit rating assigned to such Series, unless the lowest applicable credit rating is at or below A1/A+, in which case it shall mean the percentage per annum set forth opposite the lowest applicable credit rating assigned to such Series, by either Moody’s (if Moody’s is then rating the VMTP Preferred Shares at the request of the Corporation), Fitch (if Fitch is then rating the VMTP Preferred Shares at the request of the Corporation) or Other Rating Agency (if such Other Rating Agency is then rating the VMTP Preferred Shares at the request of the Corporation) in the table below on the Rate Determination Date for such Rate Period:

Moody’s/Fitch*	Percentage
Aa2/AA to Aaa/AAA	0.75%
Aa3/AA-	0.95%
A3/A- to A1/A+	1.60%
Baa3/BBB- to Baa1/BBB+	2.35%
Non-investment grade or NR	3.35%
* And/or the equivalent ratings of an Other Rating Agency then rating the VMTP Preferred Shares at the request of the Corporation.

 “Redemption Date” has the meaning specified in paragraph (c) of Section 10 of these Articles Supplementary.

“Redemption and Paying Agent” means The Bank of New York Mellon which has entered into an agreement with the Corporation to act in such capacity as the Corporation’s transfer agent, registrar, dividend disbursing agent, paying agent, redemption price disbursing agent and calculation agent in connection with the payment of regularly scheduled dividends with respect to each Series of VMTP Preferred Shares, or any successor by operation of law or any successor who acquires all or substantially all of the assets and assumes all of the liabilities of the Redemption and Paying Agent being replaced, either directly or by operation of law, provided that such successor is a licensed banking entity with trust powers or a trust company and have total assets of at least $50 million.

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“Redemption and Paying Agent Agreement” means the redemption and paying agent agreement dated as of the Closing Date, between the Corporation and the Redemption and Paying Agent pursuant to which The Bank of New York Mellon, or any successor, acts as Redemption and Paying Agent, as amended, modified or supplemented from time to time.

“Redemption Premium” means with respect of a Series W-7 VMTP Preferred Share rated above A1/A+ and its equivalent by all Rating Agencies then rating such Series W-7 VMTP Preferred Share at the request of the Corporation and subject to any redemption, other than redemptions required to comply with Minimum Asset Coverage requirements or exceed compliance with the Minimum Asset Coverage requirements up to 240%, an amount equal to:

(a)       if such Redemption Date is less than 18 months but greater than or equal to 15 months from the Term Redemption Date, the product of 2% and the Liquidation Preference of the Series W-7 VMTP Preferred Shares subject to redemption; and

(b)       if such Redemption Date is less than 15 months but greater than or equal to 12 months from the Term Redemption Date, the product of 1% and the Liquidation Preference of the Series W-7 VMTP Preferred Shares subject to redemption.

Any VMTP Preferred Share exchanged for the preferred share of a surviving entity in connection with a reorganization, merger, or redomestication of the Corporation in another state that had been previously approved by the Holders of VMTP Preferred Shares or that otherwise does not require the vote or consent of the Holders of VMTP Preferred Shares shall not be subject to the Redemption Premium.

“Redemption Price” means the sum of (i) the Liquidation Preference, (ii) accumulated but unpaid dividends thereon (whether or not declared) to, but not including, the date fixed for redemption and (iii) the Redemption Premium, if any.

“Reference Banks” means four major banks in the London interbank market selected by the LIBOR Dealer or its affiliates or successors or such other party as the Corporation may from time to time appoint.

“Registration Rights Agreement” means the registration rights agreement dated as of the Closing Date between the Corporation and Wells Fargo Bank, National Association, as amended, modified or supplemented from time to time.

“Registration Rights Failure” means any failure by the Corporation to (i) use its commercially reasonable efforts to make effective a Registration Statement with the Securities and Exchange Commission in violation of the Corporation’s obligations under the Registration Rights Agreement, or (ii) comply in any material respect with any other material provision of the Registration Rights Agreement necessary to effect the Registration Statement (as defined in the Registration Rights Agreement) which has not been cured within 30 Business Days of the date of such violation.

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“Related Documents” means the Charter, the Purchase Agreement, the Registration Rights Agreement, the VMTP Preferred Shares and the Placement Agreement.

“Rule 2a-7” means Rule 2a-7 under the 1940 Act.

“SEC” means the Securities and Exchange Commission.

“Securities Act” means the U.S. Securities Act of 1933, as amended.

“Securities Depository” means The Depository Trust Company, New York, New York, and any substitute for or successor to such securities depository that shall maintain a book-entry system with respect to the VMTP Preferred Shares.

“Series of VMTP Preferred Shares” shall have the meaning as set forth in the Recitals of these Articles Supplementary.

“Series” shall have the meaning as set forth in the Recitals of these Articles Supplementary.

“SIFMA Municipal Swap Index” means the Securities Industry and Financial Markets Association Municipal Swap Index, or such other weekly, high-grade index comprised of seven-day, tax-exempt variable rate demand notes produced by Municipal Market Data, Inc. or its successor, or as otherwise designated by the Securities Industry and Financial Markets Association as of 3:00 p.m., New York City time, on the applicable Rate Determination Date; provided, however, that if such index is no longer produced by Municipal Market Data, Inc. or its successor, then SIFMA Municipal Swap Index shall mean (i) the S&P Weekly High Grade Municipal Index produced by Standard & Poor's Financial Services LLC or its successors on the applicable Rate Determination Date or (ii) if the S&P Weekly High Grade Municipal Index is no longer produced, one-week LIBOR on the applicable Rate Determination Date.

 “Subsequent Rate Period,” with respect to VMTP Preferred Shares, means the period from, and including, the first day following the Initial Rate Period of such VMTP Preferred Shares to, and including, the next Rate Determination Date for such VMTP Preferred Shares and any period thereafter from, and including, the first day following a Rate Determination Date for such VMTP Preferred Shares to, and including, the next succeeding Rate Determination Date for such VMTP Preferred Shares. Each Subsequent Rate Period will be a Minimum Rate Period.

“Substitute LIBOR Dealer” means any LIBOR Dealer selected by the Corporation; provided that none of such entities shall be an existing LIBOR Dealer.

“Taxable Allocation” means any payment or portion of a payment of a dividend that is not designated by the Corporation as an exempt-interest dividend (as defined in Section 852(b)(5) of the Code).

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“Term Redemption Amount” shall have the meaning specified in paragraph (b)(ii)(A) of Section 10 of these Articles Supplementary.

“Term Redemption Date” means, March 30, 2023 or such later date to which it may be extended in accordance with Section 10(b)(i)(A) of these Articles Supplementary.

“Total Holders” means, the Holders of 100% of the aggregate Outstanding amount of the VMTP Preferred Shares.

“U.S. Government Securities” means direct obligations of the United States or of its agencies or instrumentalities that are entitled to the full faith and credit of the United States and that, other than United States Treasury Bills, provide for the periodic payment of interest and the full payment of principal at maturity or call for redemption.

“Valuation Date” means, for purposes of determining whether the Corporation is maintaining the Basic Maintenance Amount, each Monday that is a Business Day, or for any Monday that is not a Business Day, the immediately preceding Business Day, and the Date of Original Issue, commencing with the Date of Original Issue.

“VMTP Preferred Shares” shall have the meaning as set forth in the Recitals of these Articles Supplementary.

“Voting Period” shall have the meaning specified in paragraph (b)(i) of Section 4 of these Articles Supplementary.

“VRDP Shares” shall have the meaning set forth in Section 13(n) of these Articles Supplementary.

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TERMS

1.Number of Authorized Shares.

(a)Authorized Shares. The initial number of authorized shares of VMTP Preferred Shares is as set forth above under the title “Designation”.

(b)Capitalization. So long as any VMTP Preferred Shares are Outstanding, the Corporation shall not, issue (i) any class or series of shares ranking prior to or on a parity with VMTP Preferred Shares with respect to the payment of dividends or the distribution of assets upon dissolution, liquidation or winding up of the affairs, or (ii) any other “senior security” (as defined in the 1940 Act as of the Date of Original Issue) of the Corporation other than the Corporation's use of tender option bonds, futures, forwards, swaps and other derivative transactions, except as may be issued in connection with any issuance of preferred shares or other senior securities some or all of the proceeds from which issuance are used to redeem all of the Outstanding VMTP Preferred Shares (provided that the Corporation delivers the proceeds from such issuance necessary to redeem all of the Outstanding VMTP Preferred Shares to the Redemption and Paying Agent for investment in Deposit Securities for the purpose of redeeming such VMTP Preferred Shares and issues a Notice of Redemption and redeems such VMTP Preferred Shares as soon as practicable in accordance with the terms of these Articles Supplementary). For the avoidance of doubt, the foregoing restrictions on issuance set forth in this paragraph (b) shall not apply to the issuance of any shares of any Series of VMTP Preferred Shares.

2.Dividends.

(a)Ranking. The shares of any Series of VMTP Preferred Shares shall rank on a parity with each other, with shares of any other Series of VMTP Preferred Shares and with shares of any other Series of Preferred Shares as to the payment of dividends by the Corporation.

(b)Cumulative Cash Dividends. The Holders of VMTP Preferred Shares of any Series shall be entitled to receive, when, as and if declared by the Board of Directors, out of funds legally available therefor under Applicable Law and otherwise in accordance with the Charter and Applicable Law, cumulative cash dividends at the Applicable Rate for such VMTP Preferred Shares, determined as set forth in paragraph (e) of this Section 2, and no more (except to the extent set forth in Section 3 of these Articles Supplementary), payable on the Dividend Payment Dates with respect to such VMTP Preferred Shares determined pursuant to paragraph (d) of this Section 2. Holders of VMTP Preferred Shares shall not be entitled to any dividend, whether payable in cash, property or shares, in excess of full cumulative dividends, as herein provided, on VMTP Preferred Shares. No interest, or sum of money in lieu of interest, shall be payable in respect of any dividend payment or payments on VMTP Preferred Shares which may be in arrears, and no additional sum of money shall be payable in respect of such arrearage, except that the Corporation shall pay as a supplemental dividend out of funds legally available therefor under Applicable Law and otherwise in accordance with Applicable Law, the Additional Amount (as defined below in paragraph (e)(i)(B) of this Section 2) on account of a Failure to Deposit, if any, in respect of each day during the period commencing on the day a Failure to Deposit occurs through and including the day immediately preceding the earlier of (i) the day the

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Failure to Deposit is cured and (ii) the third Business Day next succeeding the day on which the Failure to Deposit occurred.

(c)Dividends Cumulative from Date of Original Issue. Dividends on VMTP Preferred Shares of any Series shall be declared daily and accumulate at the Applicable Rate for such VMTP Preferred Shares from the Date of Original Issue thereof.

(d)Dividend Payment Dates. The Dividend Payment Date with respect to VMTP Preferred Shares shall be the first Business Day of each calendar month.

(e)Applicable Rates and Calculation of Dividends.

(i)Applicable Rates. The dividend rate on VMTP Preferred Shares of any Series during the period from and after the Date of Original Issue of such VMTP Preferred Shares to and including the last day of the Initial Rate Period of such VMTP Preferred Shares shall be calculated by the Redemption and Paying Agent and shall equal to the rate per annum set forth with respect to the shares of such Series under “Designation” above. Each Subsequent Rate Period will be a Minimum Rate Period. For each Subsequent Rate Period of VMTP Preferred Shares thereafter, the dividend rate on such VMTP Preferred Shares shall be calculated by the Redemption and Paying Agent and shall be equal to the rate per annum that results from the Applicable Rate Determination for such VMTP Preferred Shares on the Rate Determination Date immediately preceding such Subsequent Rate Period which shall be the sum of the (1) Applicable Base Rate and (2) Ratings Spread; provided, however, that:

(A)if an Applicable Rate Determination for any such Subsequent Rate Period is not held for any reason, the dividend rate on such VMTP Preferred Shares for such Subsequent Rate Period will be adjusted to the Maximum Rate for such VMTP Preferred Shares on the Rate Determination Date therefor;

(B)if any Failure to Deposit shall have occurred with respect to such VMTP Preferred Shares during any Dividend Period thereof, but, prior to 12:00 noon, New York City time, on the third Business Day next succeeding the date on which such Failure to Deposit occurred, such Failure to Deposit shall have been cured in accordance with paragraph (f) of this Section 2 and the Corporation shall have paid to the Redemption and Paying Agent, an additional amount out of legally available funds therefor under Applicable Law and otherwise in accordance with Applicable Law (the “Additional Amount”), daily supplemental dividends equal in the aggregate to the sum of (1) if such Failure to Deposit consisted of the failure to timely pay to the Redemption and Paying Agent the full amount of dividends with respect to any Dividend Period of such VMTP Preferred Shares, an amount computed by multiplying (x) the Applicable Rate for the Rate Period during which such Failure to Deposit occurs on the Dividend Payment Date for such Dividend Period plus 2.00% by (y) a

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fraction, the numerator of which shall be the number of days for which such Failure to Deposit has not been cured in accordance with paragraph (f) of this Section 2 (including the day such Failure to Deposit occurs and excluding the day such Failure to Deposit is cured) and the denominator of which shall be 360, and applying the rate obtained against the aggregate Liquidation Preference of the Outstanding shares of such Series (with the amount for each individual day that such Failure to Deposit occurs or continues uncured being declared as a supplemental dividend on that day) and (2) if such Failure to Deposit consisted of the failure to timely pay to the Redemption and Paying Agent the Redemption Price of the shares, if any, of such Series for which Notice of Redemption has been provided by the Corporation pursuant to paragraph (c) of Section 10 of these Articles Supplementary, an amount computed by multiplying, (x) for the Rate Period during which such Failure to Deposit occurs on the Redemption Date, the Applicable Rate plus 2.00% by (y) a fraction, the numerator of which shall be the number of days for which such Failure to Deposit is not cured in accordance with paragraph (f) of this Section 2 (including the day such Failure to Deposit occurs and excluding the day such Failure to Deposit is cured) and the denominator of which shall be 360, and applying the rate obtained against the aggregate Liquidation Preference of the Outstanding shares of such Series to be redeemed (with the amount for each individual day that such Failure to Deposit occurs or continues uncured being declared as a supplemental dividend on that day), and if a Rate Determination Date occurs on the date on which such Failure to Deposit occurred or on either of the two Business Days succeeding that date, and the Failure to Deposit has not been cured on such Rate Determination Date in accordance with paragraph (f) of this Section 2, no Applicable Rate Determination will be held in respect of such VMTP Preferred Shares for the Subsequent Rate Period relating to such Rate Determination Date and the dividend rate for such VMTP Preferred Shares for such Subsequent Rate Period will be the Maximum Rate for such VMTP Preferred Shares on the Rate Determination Date for such Subsequent Rate Period; or

(C)Upon the occurrence of an Increased Rate Event, for each day from (and including) the day the Increased Rate Event first occurs to (and excluding) the day the Increased Rate Event is cured, the dividend rate shall be a rate equal to the lesser of (x) the sum of (I) the dividend rate otherwise determined pursuant to the provisions of Section 2(e)(i)(A) and (B) and (II) 2.00% and (y) the Maximum Rate.

Each dividend rate determined in accordance with this paragraph (e)(i) of Section 2 of these Articles Supplementary shall be an “Applicable Rate.”

(ii)Calculation of Dividends. The amount of dividends per share payable on VMTP Preferred Shares of a Series on any Dividend Payment Date shall be calculated by the Redemption and Paying Agent and shall equal the sum of the dividends

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accumulated but not yet paid for each Rate Period (or part thereof) in the related Dividend Period or Dividend Periods. The amount of dividends accumulated for each such Rate Period (or part thereof) shall be computed by multiplying the Applicable Rate in effect for VMTP Preferred Shares of such Series for such Rate Period (or part thereof) by a fraction, the numerator of which shall be the number of days in such Rate Period (or part thereof) and the denominator of which shall be the actual number of days in the year (365 or 366), and multiplying such product by $100,000.

(f)Curing a Failure to Deposit. A Failure to Deposit with respect to shares of a Series of VMTP Preferred Shares shall have been cured (if such Failure to Deposit is not solely due to the willful failure of the Corporation to make the required payment to the Redemption and Paying Agent) with respect to any Dividend Period of such VMTP Preferred Shares if, within the respective time periods described in paragraph (e)(i) of this Section 2, the Corporation shall have paid to the Redemption and Paying Agent (A) all accumulated but unpaid dividends on such VMTP Preferred Shares and (B) without duplication, the Redemption Price for shares, if any, of such Series for which Notice of Redemption has been provided by the Corporation pursuant to paragraph (c) of Section 10 of these Articles Supplementary; provided, however, that the foregoing clause (B) shall not apply to the Corporation’s failure to pay the Redemption Price in respect of VMTP Preferred Shares when the related Notice of Redemption provides that redemption of such shares is subject to one or more conditions precedent and any such condition precedent shall not have been satisfied at the time or times and in the manner specified in such Notice of Redemption.

(g)Dividend Payments by Corporation to Redemption and Paying Agent. In connection with each Dividend Payment Date for VMTP Preferred Shares, the Corporation shall pay to the Redemption and Paying Agent, not later than 12:00 noon, New York City time, on the earlier of (A) the third (3rd) Business Day next succeeding the Rate Determination Date immediately preceding the Dividend Payment Date and (B) the Business Day immediately preceding the Dividend Payment Date, an aggregate amount of Deposit Securities equal to the dividends to be paid to all Holders of VMTP Preferred Shares on such Dividend Payment Date as determined in accordance with Section 2(e)(ii) of these Articles Supplementary or as otherwise provided for. If an aggregate amount of funds equal to the dividends to be paid to all Holders of VMTP Preferred Shares on such Dividend Payment Date are not available in New York, New York, by 12:00 noon, New York City time, on the Business Day immediately preceding such Dividend Payment Date, the Redemption and Paying Agent will notify the Holders by Electronic Means of such fact prior to the close of business on such day.

(h)Redemption and Paying Agent as Trustee of Dividend Payments by Corporation. All Deposit Securities paid to the Redemption and Paying Agent for the payment of dividends shall be held in trust for the payment of such dividends by the Redemption and Paying Agent for the benefit of the Holders specified in paragraph (i) of this Section 2. The Redemption and Paying Agent shall notify the Corporation by Electronic Means of the amount of any funds deposited with the Redemption and Paying Agent by the Corporation for any reason under the Redemption and Paying Agent Agreement, including for the payment of dividends or the redemption of VMTP Preferred Shares, that remain with the Redemption and Paying Agent after ninety (90) days from the date of such deposit and such amount shall, to the extent permitted by

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law, be repaid to the Corporation by the Redemption and Paying Agent upon request by Electronic Means of the Corporation. The Corporation’s obligation to pay dividends to Holders in accordance with the provisions of these Articles Supplementary shall be satisfied upon payment by the Redemption and Paying Agent of such Dividends to the Securities Depository on the relevant Dividend Payment Date.

(i)Dividends Paid to Holders. Each dividend on VMTP Preferred Shares shall be declared daily to the Holders thereof at the close of business on each such day and paid on each Dividend Payment Date to the Holders thereof at the close of business on the day immediately preceding such Dividend Payment Date. In connection with any transfer of VMTP Preferred Shares, the transferor as Beneficial Owner of VMTP Preferred Shares shall be deemed to have agreed pursuant to the terms of the VMTP Preferred Shares to transfer to the transferee the right to receive from the Corporation any dividends declared and unpaid for each day prior to the transferee becoming the Beneficial Owner of the VMTP Preferred Shares in exchange for payment of the purchase price for such VMTP Preferred Shares by the transferee. In connection with any transfer of VMTP Preferred Shares, the transferee as Beneficial Owner of VMTP Preferred Shares shall be deemed to have agreed pursuant to the terms of the VMTP Preferred Shares to transfer to the transferor (or prior Holder) the right to receive from the Corporation any dividends in the nature of Gross-up Payments that relate to dividends paid during the transferor’s (or prior Holder’s) holding period.

(j)Dividends Credited Against Earliest Accumulated But Unpaid Dividends. Any dividend payment made on VMTP Preferred Shares that is insufficient to cover the entire amount of dividends payable shall first be credited against the earliest accumulated but unpaid dividends due with respect to such VMTP Preferred Shares. Dividends in arrears for any past Dividend Period may be declared and paid at any time, without reference to any regular Dividend Payment Date, to the Holders as their names appear on the record books of the Corporation on such date, not exceeding 15 days preceding the payment date thereof, as may be fixed by the Board of Directors.

(k)Dividends Designated as Exempt-Interest Dividends. Dividends on VMTP Preferred Shares shall be designated as exempt-interest dividends up to the amount of the Net Tax-Exempt Income of the Corporation, to the extent permitted by, and for purposes of, Section 852 of the Code.

3.Gross-Up Payments and Notice of Allocations. Holders of VMTP Preferred Shares shall be entitled to receive, when, as and if declared by the Board of Directors, out of funds legally available therefor under Applicable Law and otherwise in accordance with Applicable Law, dividends in an amount equal to the aggregate Gross-up Payments as follows:

(a)Whenever the Corporation intends or expects to include any net capital gains or ordinary income taxable for regular federal income tax purposes in any dividend on VMTP Preferred Shares, the Corporation shall notify the Redemption and Paying Agent of the amount to be so included (i) not later than 14 calendar days preceding the first Rate Determination Date on which the Applicable Rate for such dividend is to be established, and (ii) for any successive Rate Determination Date on which the Applicable Rate for such dividend is to be established, not later than the close of business on the immediately preceding Rate Determination Date. Whenever such advance notice is received from the Corporation, the Redemption and Paying Agent will notify each Holder and each potential Beneficial Owner or its Agent Member. With respect to a Rate Period for which such advance notice was given and whose dividends are comprised partly of such ordinary income or capital gains and partly of exempt-interest income, the different types of income will be paid in the same relative proportions for each day during the Rate Period.

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(b)(i) If the Corporation allocates, under Subchapter M of Chapter 1 of the Code, any net capital gains or ordinary income taxable for regular federal income tax purposes to a dividend paid on VMTP Preferred Shares the Corporation shall to the extent practical simultaneously increase such dividend payment by an additional amount equal to the Gross-up Payment and direct the Redemption and Paying Agent to send notice with such dividend describing the Gross-up Payment and (ii) if the Corporation allocates, under Subchapter M of Chapter 1 of the Code, any net capital gains or ordinary income taxable for regular federal income tax purposes to a dividend paid on VMTP Preferred Shares without simultaneously increasing such dividend as describe in clause (i) above the Corporation shall, prior to the end of the calendar year in which such dividend was paid, direct the Redemption and Paying Agent to send notice with a Gross-up Payment to the Holder that was entitled to such dividend payment during such calendar year at such Holder’s address as the same appears or last appeared on the record books of the Corporation.

(c)The Corporation shall not be required to make Gross-up Payments with respect to any net capital gains or ordinary income determined by the Internal Revenue Service to be allocable in a manner different from the manner used by the Corporation.

4.Voting Rights.

(a)One Vote Per VMTP Preferred Share. Except as otherwise provided in the Charter or as otherwise required by law, (i) each Holder of VMTP Preferred Shares shall be entitled to one vote for each VMTP Preferred Share held by such Holder on each matter submitted to a vote of stockholders of the Corporation, and (ii) the holders of outstanding Preferred Shares, including each VMTP Preferred Share, and of Common Shares shall vote together as a single class; provided, however, that the holders of outstanding Preferred Shares, including VMTP Preferred Shares, voting together as a class, to the exclusion of the holders of all other securities and classes of shares of stock of the Corporation, shall be entitled to elect two directors of the Corporation at all times, each Preferred Share, including each VMTP Preferred Share, entitling the holder thereof to one vote. Subject to paragraph (b) of this Section 4, the holders of outstanding Common Shares and Preferred Shares, including VMTP Preferred Shares, voting together as a single class, shall elect the balance of the directors.

(b)Voting for Additional Directors.

(i)Voting Period. During any period in which any one or more of the conditions described in subparagraphs (A) or (B) of this paragraph (b)(i) shall exist (such period being referred to herein as a “Voting Period”), the number of directors constituting the Board of Directors shall be automatically increased by the smallest number that, when added to the two directors elected exclusively by the

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holders of Preferred Shares, including VMTP Preferred Shares, would constitute a majority of the Board of Directors as so increased by such smallest number; and the holders of Preferred Shares, including VMTP Preferred Shares, shall be entitled, voting together as a single class on a one-vote-per-share basis (to the exclusion of the holders of all other securities and classes of shares of stock of the Corporation), to elect such smallest number of additional directors, together with the two directors that such holders are in any event entitled to elect. A Voting Period shall commence:

(A)if at the close of business on any Dividend Payment Date accumulated dividends (whether or not earned or declared) on any outstanding Preferred Shares, including VMTP Preferred Shares, equal to at least two full years’ dividends shall be due and unpaid and sufficient cash or specified securities shall not have been deposited with the Redemption and Paying Agent for the payment of such accumulated dividends; or

(B)if at any time holders of Preferred Shares are entitled under the 1940 Act to elect a majority of the directors of the Corporation.

Upon the termination of a Voting Period, the voting rights described in this paragraph (b)(i) shall cease, subject always, however, to the revesting of such voting rights in the holders of Preferred Shares upon the further occurrence of any of the events described in this paragraph (b)(i).

(ii)Notice of Special Meeting. As soon as reasonably practicable after the accrual of any right of the holders of Preferred Shares to elect additional directors as described in paragraph (b)(i) of this Section 4, the Corporation may call a special meeting of such holders, such call to be made by notice as provided in the bylaws of the Corporation, such meeting to be held not less than ten (10) nor more than sixty (60) days after the date of mailing of such notice. If a special meeting is not called by the Corporation, it may be called by any such holder on like notice. The record date for determining the holders entitled to notice of and to vote at such special meeting shall be not less than ten (10) days nor more than sixty (60) prior to the date of such special meeting. At any such special meeting and at each meeting of holders of Preferred Shares held during a Voting Period at which directors are to be elected, such holders, voting together as a class (to the exclusion of the holders of all other securities and classes of shares of stock of the Corporation), shall be entitled to elect the number of directors prescribed in paragraph (b)(i) of this Section 4 on a one-vote-per-share basis.

(iii)Terms of Office of Existing Directors. The terms of office of all persons who are directors of the Corporation at the time of a special meeting of Holders and holders of other Preferred Shares to elect directors shall continue, notwithstanding the election at such meeting by the Holders and such other holders of other Preferred Shares of the number of directors that they are entitled to elect, and the persons so elected by the Holders and such other holders of other Preferred Shares, together with the two incumbent directors elected by the Holders and such

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other holders of other Preferred Shares and the remaining incumbent directors elected by the holders of the Common Shares and Preferred Shares, shall constitute the duly elected directors of the Corporation.

(iv)Terms of Office of Certain Directors to Terminate Upon Termination of Voting Period. Simultaneously with the termination of a Voting Period, the terms of office of the additional directors elected by the Holders and holders of other Preferred Shares pursuant to paragraph (b)(i) of this Section 4 shall terminate, the remaining directors shall constitute the directors of the Corporation and the voting rights of the Holders and such other holders to elect additional directors pursuant to paragraph (b)(i) of this Section 4 shall cease, subject to the provisions of the last sentence of paragraph (b)(i) of this Section 4.

(c)1940 Act Matters. The affirmative vote of the holders of a “majority of the outstanding Preferred Shares,” including the VMTP Preferred Shares, Outstanding at the time, voting as a separate class, shall be required to approve (A) any conversion of the Corporation from a closed-end to an open-end investment company, (B) any plan of reorganization (as such term is used in the 1940 Act) adversely affecting such shares and (C) any action requiring a vote of security holders of the Corporation under Section 13(a) of the 1940 Act.

For purposes of the foregoing, “majority of the outstanding Preferred Shares” means (i) 67% or more of such shares present at a meeting, if the Holders of more than 50% of such shares are present or represented by proxy, or (ii) more than 50% of such shares, whichever is less. In the event a vote of Holders of VMTP Preferred Shares is required pursuant to the provisions of Section 13(a) of the 1940 Act, the Corporation shall, not later than 10 Business Days prior to the date on which such vote is to be taken, notify Moody’s (if Moody’s is then rating the VMTP Preferred Shares at the request of the Corporation), Fitch (if Fitch is then rating the VMTP Preferred Shares at the request of the Corporation) and Other Rating Agency (if any Other Rating Agency is then rating the VMTP Preferred Shares at the request of the Corporation) that such vote is to be taken and the nature of the action with respect to which such vote is to be taken.

(d)Exclusive Right to Vote on Certain Charter Matters. Notwithstanding the foregoing, and except as otherwise required by the Charter or Applicable Law, (i) Holders of Outstanding VMTP Preferred Shares will be entitled as a Series, to the exclusion of the holders of all other securities, including other Preferred Shares, Common Shares and other classes of shares of stock of the Corporation, to vote on matters adversely affecting VMTP Preferred Shares that do not adversely affect any of the rights of holders of such other securities, including other Preferred Shares, Common Shares and other classes of shares of stock of the Corporation and (ii) Holders of Outstanding VMTP Preferred Shares will not be entitled to vote on matters adversely affecting any other Preferred Shares, Common Shares and other classes of shares of stock of the Corporation that do not adversely affect any of the rights of Holders of the VMTP Preferred Shares.

(e)Voting Rights Set Forth Herein are Sole Voting Rights. Unless otherwise required by law, the Holders of VMTP Preferred Shares shall not have any relative rights or preferences or other special rights other than those specifically set forth herein.

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(f)No Preemptive Rights or Cumulative Voting. The Holders of VMTP Preferred Shares shall have no preemptive rights or rights to cumulative voting.

(g)Voting for Directors Sole Remedy for Corporation’s Failure to Pay Dividends. In the event that the Corporation fails to pay any dividends on the VMTP Preferred Shares, the exclusive remedy of the Holders shall be the right to vote for directors pursuant to the provisions of this Section 4.

(h)Holders Entitled to Vote. For purposes of determining any rights of the Holders to vote on any matter, whether such right is created by these Articles Supplementary, by the other provisions of the Charter, by statute or otherwise by Applicable Law, no Holder shall be entitled to vote any VMTP Preferred Shares and no VMTP Preferred Shares shall be deemed to be “Outstanding” for the purpose of voting or determining the number of VMTP Preferred Shares required to constitute a quorum if prior to or concurrently with the time of determination of VMTP Preferred Shares entitled to vote or VMTP Preferred Shares deemed Outstanding for quorum purposes, as the case may be, the requisite Notice of Redemption with respect to such VMTP Preferred Shares shall have been provided as set forth in paragraph (c) of Section 10 of these Articles Supplementary and Deposit Securities in an amount equal to the Redemption Price for the redemption of such VMTP Preferred Shares shall have been deposited in trust with the Redemption and Paying Agent for that purpose. VMTP Preferred Shares held (legally or beneficially) by the Corporation or any affiliate of the Corporation or otherwise controlled by the Corporation shall not have any voting rights or be deemed to be Outstanding for voting or for calculating the voting percentage required on any other matter or other purposes.

(i)Grant of Irrevocable Proxy. To the fullest extent permitted by Applicable Law, each Holder may in its discretion grant an irrevocable proxy.

5.Amendments. (a) Except as may be otherwise expressly provided in respect of a particular provision of these Articles Supplementary or as otherwise required by Applicable Law, these Articles Supplementary may be amended only upon the affirmative vote or written consent of (1) a majority of the Board of Directors and (2) the Holders of a majority of the Outstanding VMTP Preferred Shares.

(b)Notwithstanding Section 5(a) of these Articles Supplementary, except as may be otherwise expressly provided by Sections 5(f), 5(g) or 5(h) of these Articles Supplementary or as otherwise required by Applicable Law, so long as any VMTP Preferred Shares are Outstanding, (x) the definitions of “Eligible Assets” (including Appendix A hereto) and “Minimum Asset Coverage” and (y) Sections 1(b), 6(a), 6(b), 6(c), 6(d), paragraphs (A) through (D) of 10(b)(ii), 13(h) and 13(i) of these Articles Supplementary may be amended only upon the affirmative vote or written consent of (1) a majority of the Board of Directors and (2) the Holders of 66 2/3% of the Outstanding VMTP Preferred Shares. No amendment to paragraphs (A) through (D) of Section 10(b)(ii) of these Articles Supplementary shall be effective unless the Corporation has received written confirmation from each Rating Agency, as applicable, then rating the VMTP Preferred Shares at the request of the Corporation, that such amendment will not adversely affect the rating then assigned by such Rating Agency to the VMTP Preferred Shares.

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(c)Notwithstanding Sections 5(a) and 5(b) of these Articles Supplementary, except as may be otherwise expressly provided by Sections 5(f), 5(g) or 5(h) of these Articles Supplementary or as otherwise required by Applicable Law, the provisions of these Articles Supplementary set forth under (x) the caption “Designation” (but only with respect to any VMTP Preferred Shares already issued and Outstanding), (y) Sections 1(a) (but only with respect to any VMTP Preferred Shares already issued and Outstanding), 2(a), 2(b), 2(c), 2(d), 2(e)(i), 2(e)(ii), 2(k), 3(b), 8, 10(a)(i), 10(b)(i), 10(h), 11(a), 11(b) or 11(c) of these Articles Supplementary and (z) the definitions “Additional Amount”, “Applicable Base Rate”, “Applicable Rate”, “Dividend Payment Date”, “Dividend Period”, “Effective Leverage Ratio”, “Failure to Deposit”, “Gross-up Payment”, “Liquidation Preference”, “Maximum Rate”, “Outstanding”, “Rate Determination Date”, “Ratings Spread”, “Redemption Premium”, “Redemption Price”, “Subsequent Rate Period” or “Term Redemption Date” (i)(A) may be amended so as to adversely affect the amount, timing, priority or taxability of any dividend, redemption or other payment or distribution due to the Holders or (B) may amend the definition of “Effective Leverage Ratio” or the calculation thereof, in each case, only upon the affirmative vote or written consent of (1) a majority of the Board of Directors and (2) the Total Holders and (ii) may be otherwise amended upon the affirmative vote or written consent of (1) a majority of the Board of Directors and (2) the holders of 66 2/3% of the Outstanding VMTP Preferred Shares.

(d)If any action set forth above in Sections 5(a) to 5(c) would adversely affect the rights of one or more Series (the “Affected Series”) of VMTP Preferred Shares in a manner different from any other Series of VMTP Preferred Shares, except as may be otherwise expressly provided as to a particular provision of these Articles Supplementary or as otherwise required by Applicable Law, the affirmative vote or consent of Holders of the corresponding percentage of the Affected Series Outstanding (as set forth in Section 5(a), (b) or (c)), shall also be required.

(e)Any amendment that amends a provision of these Articles Supplementary, the Charter or the VMTP Preferred Shares that requires the vote or consent of Holders of a percentage greater than a Majority shall require such specified percentage to approve any such proposed amendment.

(f)Notwithstanding paragraphs (a) through (e) above or anything expressed or implied to the contrary in these Articles Supplementary, but subject to Applicable Law, a majority of the Board of Directors may, by resolution duly adopted, without stockholder approval, but with at least 20 Business Days prior written notice to the Holders, amend or supplement these Articles Supplementary (1) to the extent not adverse to any Holder, to supply any omission, or cure, correct or supplement any ambiguous, defective or inconsistent provision hereof; provided that if Holders of at least 66 2/3% of the VMTP Preferred Shares Outstanding, indicate in writing that they are adversely affected thereby not later than five (5) Business Days prior to the effective date of any such amendment or supplement, the Corporation either shall not make any such amendment or supplement or may seek arbitration with respect to such matter (at the expense of the Corporation), or (2) to reflect any amendments or supplements hereto which the Board of Directors is expressly entitled to adopt pursuant to the terms of these Articles Supplementary without stockholder approval, including without limitation, (i) amendments pursuant to Section 5(g) of these Articles Supplementary, (ii) amendments the Board of Directors deem necessary to conform these Articles Supplementary to the requirements of Applicable Law or the requirements of the Internal Revenue Code, (iii) amendments to effect or implement any plan of reorganization among the Corporation and any registered investment companies under the 1940 Act that has been approved by the requisite vote of the Corporation’s stockholders, or (iv) to designate additional Series of VMTP Preferred Shares (and terms relating thereto) to the extent permitted by these Articles Supplementary, the VMTP Preferred Shares or the Charter. Any arbitration commenced pursuant to clause I of the immediately preceding sentence shall be conducted in New York, New York and in accordance with the American Arbitration Association rules.

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(g)Notwithstanding anything expressed or implied to the contrary in these Articles Supplementary, the Board of Directors may, subject to this Section 5(g), at any time, terminate the services of a Rating Agency then providing a rating for VMTP Preferred Shares of such Series with or without replacement, in either case, without the approval of Holders of VMTP Preferred Shares of such Series or other stockholders of the Corporation.

(i)Notwithstanding anything herein to the contrary, the Board of Directors, without the approval of Holders of VMTP Preferred Shares or other stockholders of the Corporation, may terminate the services of any Rating Agency then providing a rating for a Series of VMTP Preferred Shares and replace it with another Rating Agency, provided that the Corporation provides seven (7) days’ notice by Electronic Means to Holders of VMTP Preferred Shares of such Series prior to terminating the services of a Rating Agency and replacing it with another Rating Agency. In the event a Rating Agency ceases to furnish a preferred share rating or the Corporation terminates a Rating Agency with replacement in accordance with this clause (i), the Corporation shall no longer be required to comply with the Rating Agency Provisions of the Rating Agency so terminated and, as applicable, the Corporation shall be required to thereafter comply with the Rating Agency Provisions of each Rating Agency then providing a rating for the VMTP Preferred Shares of such Series at the request of the Corporation.

(ii)(A)      Notwithstanding anything herein to the contrary, the Board of Directors, without the approval of Holders of VMTP Preferred Shares or other stockholders of the Corporation, may terminate the services of any Rating Agency then providing a rating for a Series of VMTP Preferred Shares without replacement, provided that (I) the Corporation has given the Redemption and Paying Agent, such terminated Rating Agency, and Holders of VMTP Preferred Shares of such Series at least 45 calendar days’ advance written notice of such termination of services, (II) the Corporation is in compliance with the Rating Agency Provisions of such terminated Rating Agency at the time the notice required in clause (I) hereof is given and at the time of the termination of services, and (III) the VMTP Preferred Shares of such Series continue to be rated by at least one NRSRO at and after the time of the termination of services.

(B)On the date that the notice is given as described in the preceding clause (A) and on the date that the services of the applicable Rating Agency is terminated, the Corporation shall provide the Redemption and Paying Agent and such terminated Rating Agency with an officers’ certificate as to the compliance with the provisions of the preceding clause (A), and, on

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such later date and thereafter, the Corporation shall no longer be required to comply with the Rating Agency Provisions of the Rating Agency whose services were terminated.

(iii)Notwithstanding anything herein to the contrary, but subject to this Section 5(g), the Rating Agency Guidelines, as they may be amended from time to time by the respective Rating Agency, will be reflected in a written document and may be amended by the respective Rating Agency without the vote, consent or approval of the Corporation, the Board of Directors or any holder of Preferred Shares, including any Series of VMTP Preferred Shares, or any other stockholder of the Corporation. The Board of Directors, without the vote or consent of any holder of Preferred Shares, including any Series of VMTP Preferred Shares, or any other stockholder of the Corporation, may from time to time take such actions as may be reasonably required in connection with obtaining, maintaining or changing the rating of any Rating Agency that is then rating the VMTP Preferred Shares at the request of the Corporation, and any such action will not be deemed to affect the preferences, rights or powers of Preferred Shares, including VMTP Preferred Shares, or the Holders thereof, provided that the Board of Directors receives written confirmation from such Rating Agency, as applicable, then rating the VMTP Preferred Shares at the request of the Corporation (with such confirmation in no event being required to be obtained from a particular Rating Agency with respect to definitions or other provisions relevant only to and adopted in connection with another Rating Agency’s rating of any Series of VMTP Preferred Shares) that any such action would not adversely affect the rating then assigned by such Rating Agency.

(h)Notwithstanding the foregoing, nothing in this Section 5 is intended in any way to limit the ability of the Board of Directors to, subject to Applicable Law, amend or alter any provisions of these Articles Supplementary at any time that there are no VMTP Preferred Shares Outstanding.

6.Minimum Asset Coverage and Other Financial Requirements.

(a)Minimum Asset Coverage. The Corporation shall maintain, as of the last Business Day of each week in which any VMTP Preferred Share is Outstanding, the Minimum Asset Coverage.

(b)Effective Leverage Ratio. The Corporation shall maintain an Effective Leverage Ratio of not greater than 45% (other than solely by reason of fluctuations in the market value of its portfolio securities). In the event that the Corporation’s Effective Leverage Ratio exceeds 45% (whether by reason of fluctuations in the market value of its portfolio securities or otherwise), the Corporation shall cause the Effective Leverage Ratio to be 45% or lower within ten (10) Business Days (“Effective Leverage Ratio Cure Period”).

(c)Eligible Assets. The Corporation shall make investments only in the Eligible Assets in accordance with the Corporation’s investment objectives and investment policies.

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(d)Credit Quality. Under normal market conditions, the Corporation shall invest at least 80% of its Managed Assets in Municipal Obligations rated, at the time of investment, in one of the four highest rating categories by at least one NRSRO or, if unrated, determined to be of comparable quality by the Investment Adviser.

(e)Liens. The Corporation shall not create or incur or suffer to be incurred or to exist any lien on any funds, accounts or other property held under the Charter, except as permitted by the Charter or as arising by operation of law and except for (i) any lien of the Custodian or any other Person with respect to the payment of fees or repayment for advances or otherwise, (ii) any lien arising in connection with any overdrafts incurred by the Corporation in connection with custody accounts that it maintains, (iii) any lien that may be incurred in connection with the Corporation’s use of tender option bonds, (iv) any lien arising in connection with futures, forwards, swaps and other derivative transactions, and (v) any lien that may be incurred in connection with the Corporation’s proposed redemption or repurchase of all of the Outstanding VMTP Preferred Shares (provided that the Corporation delivers to the Redemption and Paying Agent sufficient Deposit Securities for the purpose of redeeming the VMTP Preferred Shares, issues a Notice of Redemption for the VMTP Preferred Shares and redeems such VMTP Preferred Shares in accordance with the terms of these Articles Supplementary) as soon as practicable after the incurrence of such lien.

7.Basic Maintenance Amount.

(a)So long as VMTP Preferred Shares are Outstanding, the Corporation shall maintain, on each Valuation Date, and shall verify to its satisfaction that it is maintaining on such Valuation Date, (i) Moody’s Eligible Assets having an aggregate Discounted Value equal to or greater than the Basic Maintenance Amount (if Moody’s is then rating the VMTP Preferred Shares at the request of the Corporation), (ii) Fitch Eligible Assets having an aggregate Discounted Value equal to or greater than the Basic Maintenance Amount (if Fitch is then rating the VMTP Preferred Shares at the request of the Corporation), and (iii) Other Rating Agency Eligible Assets having an aggregate Discounted Value equal to or greater than the Basic Maintenance Amount (if any Other Rating Agency is then rating the VMTP Preferred Shares at the request of the Corporation).

(b)The Corporation shall deliver to each Rating Agency which is then rating VMTP Preferred Shares at the request of the Corporation and any other party specified in the Rating Agency Guidelines all certificates that are set forth in the respective Rating Agency Guidelines regarding Minimum Asset Coverage, Basic Maintenance Amount and/or related calculations at such times and containing such information as set forth in the respective Rating Agency Guidelines (each, a “Rating Agency Certificate”). A failure by the Corporation to deliver a Rating Agency Certificate with respect to the Basic Maintenance Amount shall be deemed to be delivery of a Rating Agency Certificate indicating the Discounted Value for all assets of the Corporation is less than the Basic Maintenance Amount, as of the relevant Valuation Date; provided, however, that the Corporation shall have the ability to cure such failure to deliver a Rating Agency Certificate within one day of receipt of notice from such Rating Agency that the Corporation failed to deliver such Rating Agency Certificate.

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8.Restrictions on Dividends and Other Distributions.

(a)Dividends on Preferred Shares Other Than VMTP Preferred Shares. Except as set forth in the next sentence, no dividends shall be declared or paid or set apart for payment on the shares of any class or series of shares of stock of the Corporation ranking, as to the payment of dividends, on a parity with VMTP Preferred Shares for any period unless full cumulative dividends have been or contemporaneously are declared and paid on the shares of each Series of VMTP Preferred Shares through their most recent Dividend Payment Date. When dividends are not paid in full upon the VMTP Preferred Shares through their most recent Dividend Payment Date or upon the shares of any other class or series of shares of stock of the Corporation ranking on a parity as to the payment of dividends with VMTP Preferred Shares through their most recent respective dividend payment dates, all dividends declared upon VMTP Preferred Shares and any other such class or series of shares of stock of the Corporation ranking on a parity as to the payment of dividends with VMTP Preferred Shares shall be declared pro rata so that the amount of dividends declared per share on VMTP Preferred Shares and such other class or series of shares of stock of the Corporation shall in all cases bear to each other the same ratio that accumulated dividends per share on the VMTP Preferred Shares and such other class or series of shares of stock of the Corporation bear to each other (for purposes of this sentence, the amount of dividends declared per VMTP Preferred Share shall be based on the Applicable Rate for such VMTP Preferred Share effective during the Dividend Periods during which dividends were not paid in full).

(b)Dividends and Other Distributions With Respect to Common Shares Under the 1940 Act. The Board of Directors shall not declare any dividend (except a dividend payable in Common Shares), or declare any other distribution, upon the Common Shares, or purchase Common Shares, unless in every such case the Preferred Shares have, at the time of any such declaration or purchase, an asset coverage (as defined in and determined pursuant to the 1940 Act) of at least 200% (or such other asset coverage as may in the future be specified in or under the 1940 Act as the minimum asset coverage for senior securities which are shares or stock of a closed-end investment company as a condition of declaring dividends on its common shares or stock) after deducting the amount of such dividend, distribution or purchase price, as the case may be.

(c)Other Restrictions on Dividends and Other Distributions. For so long as any VMTP Preferred Share is Outstanding, and except as set forth in paragraph (a) of this Section 8 and paragraph (c) of Section 11 of these Articles Supplementary, (A) the Corporation shall not declare, pay or set apart for payment any dividend or other distribution (other than a dividend or distribution paid in shares of, or in options, warrants or rights to subscribe for or purchase, Common Shares or other shares, if any, ranking junior to the VMTP Preferred Shares as to the payment of dividends and the distribution of assets upon dissolution, liquidation or winding up) in respect of the Common Shares or any other shares of the Corporation ranking junior to or on a parity with the VMTP Preferred Shares as to the payment of dividends or the distribution of assets upon dissolution, liquidation or winding up, or call for redemption, redeem, purchase or otherwise acquire for consideration any Common Shares or any other such junior shares (except by conversion into or exchange for shares of the Corporation ranking junior to the VMTP Preferred Shares as to the payment of dividends and the distribution of assets upon dissolution, liquidation or winding up), or any such parity shares (except by conversion into or exchange for

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shares of the Corporation ranking junior to or on a parity with VMTP Preferred Shares as to the payment of dividends and the distribution of assets upon dissolution, liquidation or winding up), unless (i) full cumulative dividends on shares of each Series of VMTP Preferred Shares through its most recently ended Dividend Period shall have been paid or shall have been declared and sufficient funds for the payment thereof deposited with the Redemption and Paying Agent and (ii) the Corporation has redeemed the full number of VMTP Preferred Shares required to be redeemed by any provision for mandatory redemption pertaining thereto, and (B) the Corporation shall not declare, pay or set apart for payment any dividend or other distribution (other than a dividend or distribution paid in shares of, or in options, warrants or rights to subscribe for or purchase, Common Shares or other shares, if any, ranking junior to VMTP Preferred Shares as to the payment of dividends and the distribution of assets upon dissolution, liquidation or winding up) in respect of Common Shares or any other shares of the Corporation ranking junior to VMTP Preferred Shares as to the payment of dividends or the distribution of assets upon dissolution, liquidation or winding up, or call for redemption, redeem, purchase or otherwise acquire for consideration any Common Shares or any other such junior shares (except by conversion into or exchange for shares of the Corporation ranking junior to VMTP Preferred Shares as to the payment of dividends and the distribution of assets upon dissolution, liquidation or winding up), unless immediately after such transaction the Discounted Value of Moody’s Eligible Assets (if Moody’s is then rating the VMTP Preferred Shares at the request of the Corporation), Fitch Eligible Assets (if Fitch is then rating the VMTP Preferred Shares at the request of the Corporation) and Other Rating Agency Eligible Assets (if any Other Rating Agency is then rating the VMTP Preferred Shares at the request of the Corporation) would each at least equal the Basic Maintenance Amount.

9.Rating Agency Restrictions. For so long as any VMTP Preferred Shares are Outstanding and any Rating Agency is then rating the VMTP Preferred Shares at the request of the Corporation, the Corporation will not engage in certain proscribed transactions set forth in the Rating Agency Guidelines, unless it has received written confirmation from each such Rating Agency that proscribes the applicable transaction in its Rating Agency Guidelines that any such action would not impair the rating then assigned by such Rating Agency to a Series of VMTP Preferred Shares.

10.Redemption.

(a)Optional Redemption.

(i)Subject to the provisions of subparagraph (iii) of this paragraph (a), VMTP Preferred Shares of any Series may be redeemed, at the option of the Corporation, at any time, as a whole or from time to time in part, out of funds legally available therefor under Applicable Law and otherwise in accordance with Applicable Law, at the Redemption Price; provided, however, that (A) VMTP Preferred Shares may not be redeemed in part if after such partial redemption fewer than 50 VMTP Shares of such Series would remain outstanding; and (B) VMTP Preferred Shares are not redeemable by the Corporation during the Initial Rate Period.

(ii)If fewer than all of the Outstanding VMTP Preferred Shares of a Series are to be redeemed pursuant to subparagraph (i) of this paragraph (a), the number of VMTP

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Preferred Shares of such Series to be redeemed shall be selected either pro rata from the Holders of VMTP Preferred Shares of such Series in proportion to the number of VMTP Preferred Shares of such Series held by such Holders or by lot or other fair method as determined by the Corporation’s Board of Directors. The Corporation’s Board of Directors will have the full power and authority to prescribe the terms and conditions upon which VMTP Preferred Shares will be redeemed from time to time.

(iii)The Corporation may not on any date send a Notice of Redemption pursuant to paragraph (c) of this Section 10 in respect of a redemption contemplated to be effected pursuant to this paragraph (a) unless on such date (A) the Corporation has available Deposit Securities with maturity or tender dates not later than the day preceding the applicable Redemption Date and having a Market Value not less than the amount (including any applicable Redemption Premium) due to Holders of VMTP Preferred Shares by reason of the redemption of such VMTP Preferred Shares on such Redemption Date and (B) the Discounted Value of Moody’s Eligible Assets (if Moody’s is then rating the VMTP Preferred Shares at the request of the Corporation), the Discounted Value of Fitch Eligible Assets (if Fitch is then rating the VMTP Preferred Shares at the request of the Corporation) and the Discounted Value of Other Rating Agency Eligible Assets (if any Other Rating Agency is then rating the VMTP Preferred Shares at the request of the Corporation) each at least equals the Basic Maintenance Amount, and would at least equal the Basic Maintenance Amount immediately subsequent to such redemption if such redemption were to occur on such date. For purposes of determining in clause (B) of the preceding sentence whether the Discounted Value of Moody’s Eligible Assets at least equals the Basic Maintenance Amount, the Moody’s Discount Factors applicable to Moody’s Eligible Assets shall be determined by reference to the first Exposure Period (as defined in the Moody’s Guidelines) longer than the Exposure Period then applicable to the Corporation, as described in the definition of Moody’s Discount Factor herein.

(b)Term/Mandatory Redemption.

(i)        (A)      Term Redemption. The Corporation shall redeem, out of funds legally available therefor and otherwise in accordance with Applicable Law, all Outstanding VMTP Preferred Shares on the Term Redemption Date at the Redemption Price; provided, however, the Corporation shall have the right, exercisable at any time no earlier than 9 months prior to the Term Redemption Date, to request that the Total Holders extend the term of the Term Redemption Date for an additional period as may be agreed upon by the Corporation and the Total Holders, which request may conditioned upon terms and conditions that are different from the terms and conditions herein. Each Holder shall, no later than the deadline specified in such request, which shall not be less than 30 days after such Holder's receipt of such request unless otherwise agreed to by such Holder, notify the Corporation of its acceptance or rejection of such request, which acceptance by any such Holder may be a Conditional Acceptance conditioned upon terms and conditions which are different from the terms and conditions herein or the terms and conditions proposed by the Corporation in making an extension request. If any Holder fails to notify the Corporation of its acceptance or rejection of the Corporation’s request for extension by the deadline specified in such request, the Corporation may either deem such failure to respond as a rejection of such request or extend the deadline for such request with respect to such Holder, provided, however, in all cases any acceptance by a Holder of a request to extend, if any, shall be made pursuant to an affirmative written acceptance by the Total Holders. If the Total Holders (or any thereof) provide a Conditional Acceptance, then the Corporation shall, no later than the deadline specified in the Conditional Acceptance, which shall not be less than 30 days after the Corporation’s receipt of the Conditional Acceptance unless otherwise agreed to by the Corporation, notify the Total Holders of its acceptance or rejection of the terms and conditions specified in the Conditional Acceptance. If the Corporation fails to notify the Total Holders by the deadline specified in the Conditional Acceptance, the Total Holders may either deem such failure to respond as a rejection of the terms and conditions specified in the Conditional Acceptance or extend the deadline for such response by the Corporation, provided, however, in all cases any acceptance by a Holder of a request to extend, if any, shall be made pursuant to an affirmative written acceptance by the Total Holders. Each Holder may grant or deny any request for extension of the Term Redemption Date in its sole and absolute discretion.

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(B)Basic Maintenance Amount, Minimum Asset Coverage and Effective Leverage Ratio Mandatory Redemption. The Corporation also shall redeem, out of funds legally available therefor under Applicable Law and otherwise in accordance with Applicable Law, at the Redemption Price, certain of the VMTP Preferred Shares, if the Corporation fails to have either Moody’s Eligible Assets (if Moody’s is then rating the VMTP Preferred Shares at the request of the Corporation) with a Discounted Value, Fitch Eligible Assets (if Fitch is then rating the VMTP Preferred Shares at the request of the Corporation) with a Discounted Value, or Other Rating Agency Eligible Assets (if any Other Rating Agency is then rating the VMTP Preferred Shares at the request of the Corporation) with a Discounted Value greater than or equal to the Basic Maintenance Amount, fails to maintain the Minimum Asset Coverage in accordance with these Articles Supplementary or fails to maintain the Effective Leverage Ratio in accordance with paragraph (b) of Section 6 of these Articles Supplementary, and such failure is not cured on or before the applicable Cure Date. If a redemption pursuant to this Section 10(b)(i)(B) is to occur, the Corporation shall cause a Notice of Redemption to be sent to Holders in accordance with Section 10(c) and cause to be deposited Deposit Securities or other sufficient funds, out of funds legally available therefor under Applicable Law and otherwise in accordance with Applicable Law, in trust with the Redemption and Paying Agent or other applicable paying agent, in each case in accordance with the terms of the VMTP Preferred Shares to be redeemed. The number of VMTP Preferred Shares to be redeemed shall be equal to the lesser of (A) the sum of (x) the minimum number of VMTP Preferred Shares, together with all other Preferred Shares subject to redemption or retirement, the redemption of which, if deemed to have occurred immediately prior to the opening of business on the applicable Cure Date, would result in the Corporation’s having each of Moody’s Eligible Assets (if Moody’s is then rating the VMTP Preferred Shares at the request of the Corporation) with a Discounted Value, Fitch

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Eligible Assets (if Fitch is then rating the VMTP Preferred Shares at the request of the Corporation) with a Discounted Value and Other Rating Agency Eligible Assets (if any Other Rating Agency is then rating the VMTP Preferred Shares at the request of the Corporation) with a Discounted Value greater than or equal to the Basic Maintenance Amount, maintaining the Minimum Asset Coverage or satisfying the Effective Leverage Ratio, as the case may be, on the applicable Cure Date and (y) the number of additional VMTP Preferred Shares of the Corporation may elect to simultaneously redeem (provided, however, that if there is no such minimum number of VMTP Preferred Shares and other Preferred Shares the redemption or retirement of which would have such result, all VMTP Preferred Shares and Preferred Shares then outstanding shall be redeemed), and (B) the maximum number of VMTP Preferred Shares, together with all other Preferred Shares subject to redemption or retirement, that can be redeemed out of funds legally available therefor under Applicable Law and otherwise in accordance with the Charter and Applicable Law. In determining the VMTP Preferred Shares required to be redeemed in accordance with the foregoing, the Corporation shall allocate the number required to be redeemed to satisfy the Basic Maintenance Amount, the Minimum Asset Coverage or the Effective Leverage Ratio, as the case may be, pro rata, by lot or other fair method as determined by the Corporation’s Board of Directors, among VMTP Preferred Shares and other Preferred Shares (and, then, pro rata, by lot or other fair method as determined by the Corporation’s Board of Directors, among each Series of VMTP Preferred Shares) subject to redemption or retirement. The Corporation shall effect such redemption on the date fixed by the Corporation therefor, which date shall not be earlier than 10 Business Days nor later than 60 days after the applicable Cure Date, except that if the Corporation does not have funds legally available under Applicable Law for the redemption of all of the required number of VMTP Preferred Shares and other Preferred Shares which are subject to redemption or retirement or the Corporation otherwise is unable as a result of Applicable Law to effect such redemption on or prior to 60 days after the applicable Cure Date, the Corporation shall redeem those VMTP Preferred Shares and other Preferred Shares which it was unable to redeem on the earliest practicable date on which it is able to effect such redemption. If fewer than all of the Outstanding VMTP Preferred Shares are to be redeemed pursuant to this paragraph (b), the number of VMTP Preferred Shares to be redeemed shall be redeemed pro rata, by lot or other fair method as determined by the Corporation’s Board of Directors from the Holders of the VMTP Preferred Shares in proportion to the number of VMTP Preferred Shares held by such Holders.

(ii)(A)      On or prior to the Liquidity Account Initial Date with respect to any Series of VMTP Preferred Shares, the Corporation shall cause the Custodian to segregate, by means of appropriate identification on its books and records or otherwise in accordance with the Custodian’s normal procedures, from the other

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assets of the Corporation (a “Liquidity Account”) Liquidity Account Investments with a Market Value equal to at least 110% of the Term Redemption Amount with respect to such Series. The “Term Redemption Amount” for any Series of VMTP Preferred Shares shall be equal to the Redemption Price to be paid on the Term Redemption Date for such Series, based on the number of shares of such Series then Outstanding, assuming for this purpose that the Applicable Rate for such Series in effect at the time of the creation of the Liquidity Account for such Series will be the 6-month LIBOR Rate as in effect at such time of creation until the Term Redemption Date for such Series. If, on any date after the Liquidity Account Initial Date, the aggregate Market Value of the Liquidity Account Investments included in the Liquidity Account for a Series of VMTP Preferred Shares as of the close of business on any Business Day is less than 110% of the Term Redemption Amount with respect to such Series, then the Corporation shall cause the Custodian and the Investment Adviser to segregate additional or substitute assets of the Corporation as Liquidity Account Investments, so that the aggregate Market Value of the Liquidity Account Investments included in the Liquidity Account for such Series is at least equal to 110% of the Term Redemption Amount with respect to such Series not later than the close of business on the next succeeding Business Day. With respect to assets of the Corporation segregated as Liquidity Account Investments, the Investment Adviser, on behalf of the Corporation, shall be entitled to instruct the Custodian on any date to release any Liquidity Account Investments from such segregation and to substitute therefor other Liquidity Account Investments, so long as (x) the assets of the Corporation segregated as Liquidity Account Investments at the close of business on such date have a Market Value equal to at least 110% of the Term Redemption Amount with respect to such Series and (y) the assets of the Corporation designated and segregated as Deposit Securities at the close of business on such date have a Market Value equal to at least the Liquidity Requirement (if any) determined in accordance with paragraph (B) below with respect to such Series for such date. The Corporation shall cause the Custodian not to permit any lien, security interest or encumbrance to be created or permitted to exist on or in respect of any Liquidity Account Investments included in the Liquidity Account for any Series of VMTP Preferred Shares, other than liens, security interests or encumbrances arising by operation of law and any lien of the Custodian with respect to the payment of its fees or repayment for its advances. Notwithstanding anything expressed or implied herein to the contrary, the assets of the Liquidity Account shall continue to be assets of the Corporation subject to the interests of all creditors and stockholders of the Corporation.

(B)The Market Value of the Deposit Securities held in the Liquidity Account for a Series of VMTP Preferred Shares, from and after the 15th day of the calendar month (or if such day is not a Business Day, the next succeeding Business Day) that is the number of months preceding the month of the Term Redemption Date for such Series specified in the table set forth below, shall not be less than the percentage of the Term Redemption Amount for such Series set forth below opposite such number of months

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(the “Liquidity Requirement”), but in all cases subject to the cure provisions of paragraph (C) below:

Number of Months Preceding	Value of Deposit Securities  as Percentage of Term Redemption Amount
5	20%
4	40%
3	60%
2	80%
1	100%

(C)If the aggregate Market Value of the Deposit Securities included in the Liquidity Account for a Series of VMTP Preferred Shares as of the close of business on any Business Day is less than the Liquidity Requirement in respect of such Series for such Business Day, then the Corporation shall cause the segregation of additional or substitute Deposit Securities in respect of the Liquidity Account for such Series, so that the aggregate Market Value of the Deposit Securities included in the Liquidity Account for such Series is at least equal to the Liquidity Requirement for such Series not later than the close of business on the next succeeding Business Day. With respect to Deposit Securities included in the Liquidity Account, the Investment Adviser, on behalf of the Corporation, shall be entitled to instruct the Custodian on any date to release any Deposit Securities from the Liquidity Account and to substitute therefor other Deposit Securities, so long as the aggregate Market Value of the Deposit Securities included in the Liquidity Account for such Series is at least equal to the Liquidity Requirement for such Series not later than the close of business on the next succeeding Business Day.

(D)The Deposit Securities included in the Liquidity Account for a Series of VMTP Preferred Shares may be liquidated by the Corporation, in its discretion, and the proceeds applied towards payment of the Term Redemption Amount for such Series. Upon the deposit by the Corporation on the Term Redemption Date with the Redemption and Paying Agent of the proceeds from the liquidation of the Deposit Securities having an initial combined Market Value sufficient to effect the redemption of the VMTP Preferred Shares of a Series on the Term Redemption Date for such Series, the requirement of the Corporation to maintain a Liquidity Account for such Series as contemplated by this Section 10(b)(ii) shall lapse and be of no further force and effect.

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(c)Notice of Redemption. If the Corporation shall determine or be required to redeem, in whole or in part, VMTP Preferred Shares pursuant to paragraph (a) or (b)(i) of this Section 10, the Corporation will send a notice of redemption (the “Notice of Redemption”), by Electronic Means (or by first class mail, postage prepaid, in the case where the VMTP Preferred Shares are in physical form) to Holders thereof, or request the Redemption and Paying Agent, on behalf of the Corporation to promptly do so by Electronic Means (or by first class mail, postage prepaid, in the case where the VMTP Preferred Shares are in physical form) so long as the Notice of Redemption is furnished by the Corporation to the Redemption and Paying Agent in electronic format at least five (5) Business Days prior to the date a Notice of Redemption is required to be delivered to the Holders, unless a shorter period of time shall be acceptable to the Redemption and Paying Agent. A Notice of Redemption shall be sent to Holders not less than ten (10) days prior to the date fixed for redemption in such Notice of Redemption (the “Redemption Date”). Each such Notice of Redemption shall state: (i) the Redemption Date; (ii) the number of VMTP Preferred Shares to be redeemed and the Series thereof; (iii) the CUSIP number for VMTP Preferred Shares of such Series; (iv) the Redemption Price; (v) the place or places where the certificate(s), if any, for such shares (properly endorsed or assigned for transfer, if the Board of Directors requires and the Notice of Redemption states) are to be surrendered for payment of the Redemption Price; (vi) that dividends on the VMTP Preferred Shares to be redeemed will cease to accumulate from and after such Redemption Date; and (vii) the provisions of these Articles Supplementary under which such redemption is made. If fewer than all VMTP Preferred Shares held by any Holder are to be redeemed, the Notice of Redemption delivered to such Holder shall also specify the number of VMTP Preferred Shares to be redeemed from such Holder. The Corporation may provide in any Notice of Redemption relating to (i) an optional redemption contemplated to be effected pursuant to Section 10(a) of these Articles Supplementary or (ii) any redemption of VMTP Preferred Shares not required to be redeemed pursuant to Section 10(b)(i) of these Articles Supplementary in accordance with the terms therein that such redemption is subject to one or more conditions precedent not otherwise expressly stated herein and that the Corporation shall not be required to effect such redemption unless each such condition has been satisfied at the time or times and in the manner specified in such Notice of Redemption. No defect in the Notice of Redemption or delivery thereof shall affect the validity of redemption proceedings, except as required by Applicable Law.

(d)No Redemption Under Certain Circumstances. Notwithstanding the provisions of paragraphs (a) or (b) of this Section 10, if any dividends on VMTP Preferred Shares of a Series (whether or not earned or declared) are in arrears, no VMTP Preferred Shares of such Series shall be redeemed unless all Outstanding VMTP Preferred Shares of such Series are simultaneously redeemed, and the Corporation shall not otherwise purchase or acquire any VMTP Preferred Shares of such Series; provided, however, that the foregoing shall not prevent the purchase or acquisition of Outstanding VMTP Preferred Shares of such Series pursuant to the successful completion of an otherwise lawful purchase or exchange offer made on the same terms to Holders of all Outstanding VMTP Preferred Shares of such Series.

(e)Absence of Funds Available for Redemption. To the extent that any redemption for which Notice of Redemption has been provided is not made by reason of the absence of legally available funds therefor in accordance with the Charter and Applicable Law, such redemption shall be made as soon as practicable to the extent such funds become available. Failure to redeem VMTP Preferred Shares shall be deemed to exist at any time after the date

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specified for redemption in a Notice of Redemption when the Corporation shall have failed, for any reason whatsoever, to deposit in trust with the Redemption and Paying Agent the Redemption Price with respect to any shares for which such Notice of Redemption has been sent; provided, however, that the foregoing shall not apply in the case of the Corporation’s failure to deposit in trust with the Redemption and Paying Agent the Redemption Price with respect to any shares where (I) the Notice of Redemption relating to such redemption, provided, that such redemption was subject to one or more conditions precedent and (2) any such condition precedent shall not have been satisfied at the time or times and in the manner specified in such Notice of Redemption. Notwithstanding the fact that the Corporation may not have redeemed VMTP Preferred Shares for which a Notice of Redemption has been provided, dividends may be declared and paid on VMTP Preferred Shares and shall include those VMTP Preferred Shares for which a Notice of Redemption has been provided.

(f)Redemption and Paving Agent as Trustee of Redemption Payments by Corporation. All moneys paid to the Redemption and Paying Agent for payment of the Redemption Price of VMTP Preferred Shares called for redemption shall be held in trust by the Redemption and Paying Agent for the benefit of Holders of shares so to be redeemed. The Corporation’s obligation to pay the Redemption Price of VMTP Preferred Shares called for redemption in accordance with these Articles Supplementary shall be satisfied upon payment of such Redemption Price by the Redemption and Paying Agent to the Securities Depository on the relevant Redemption Date.

(g)Shares for Which Notice of Redemption Has Been Given Are No Longer Outstanding. Provided a Notice of Redemption has been provided pursuant to paragraph (c) of this Section 10, the Corporation shall irrevocably (except to the extent set forth below in this paragraph (g)) deposit with the Redemption and Paying Agent, no later than 12:00 noon, New York City time, on a Business Day not less than ten (10) Business Days preceding the Redemption Date specified in such notice, Deposit Securities in an aggregate amount equal to the Redemption Price to be paid on the Redemption Date in respect of any VMTP Preferred Shares that are subject to such Notice of Redemption. Provided a Notice of Redemption has been provided pursuant to paragraph (c) of this Section 10, upon the deposit with the Redemption and Paying Agent of Deposit Securities in an amount sufficient to redeem the VMTP Preferred Shares that are the subject of such notice, dividends on such VMTP Preferred Shares shall cease to accumulate as of the Redemption Date and such VMTP Preferred Shares shall no longer be deemed to be Outstanding for any purpose, and all rights of the Holders of the VMTP Preferred Shares so called for redemption shall cease and terminate, except the right of such Holders to receive the Redemption Price, but without any interest or other additional amount, except as provided in paragraph (e)(i) of Section 2 and in Section 3 of these Articles Supplementary. Upon surrender in accordance with the Notice of Redemption of the certificates for any VMTP Preferred Shares so redeemed (properly endorsed or assigned for transfer, if the Board of Directors shall so require and the Notice of Redemption shall so state), the Redemption Price shall be paid by the Redemption and Paying Agent to the Holders of VMTP Preferred Shares subject to redemption. In the case that fewer than all of the shares represented by any such certificate are redeemed, a new certificate shall be issued, representing the unredeemed shares, without cost to the Holder thereof. The Corporation shall be entitled to receive from the Redemption and Paying Agent, promptly after the date fixed for redemption, any cash or other Deposit Securities deposited with the Redemption and Paying Agent in excess of (i) the

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aggregate Redemption Price of the VMTP Preferred Shares called for redemption on such date and (ii) all other amounts to which Holders of VMTP Preferred Shares called for redemption may be entitled pursuant to these Articles Supplementary. Any funds so deposited that are unclaimed at the end of 90 days from such Redemption Date shall, to the extent permitted by law, be repaid to the Corporation, after which time the Holders of VMTP Preferred Shares so called for redemption may look only to the Corporation for payment of the Redemption Price and all other amounts to which they may be entitled pursuant to these Articles Supplementary. The Corporation shall be entitled to receive, from time to time after the date fixed for redemption, any interest on the funds so deposited.

(h)Compliance With Applicable Law. In effecting any redemption pursuant to this Section 10, the Corporation shall use its best efforts to comply with all applicable conditions precedent to effecting such redemption under any Applicable Law, and shall effect no redemption except in accordance with Applicable Law.

(i)Only Whole VMTP Preferred Shares May Be Redeemed. In the case of any redemption pursuant to this Section 10, only whole VMTP Preferred Shares shall be redeemed.

(j)Modification of Redemption Procedures. Notwithstanding the foregoing provisions of this Section 10, the Corporation may, in its sole discretion, modify the procedures set forth above with respect to notification of redemption for the VMTP Preferred Shares, provided that such modification does not materially and adversely affect the Holders of the VMTP Preferred Shares or cause the Corporation to violate any law, rule or regulation, or shall in any way alter the obligations of the Redemption and Paying Agent without the Redemption and Paying Agent’s prior written consent. Furthermore, if in the sole discretion of the Board of Directors, after consultation with counsel, modification of the foregoing redemption provisions (x) are permissible under the rules and regulations or interpretations of the SEC and under other Applicable Law and (y) would not cause a material risk as to the treatment of the VMTP Preferred Shares as equity for U.S. federal income tax purposes, the Board of Directors, without stockholder approval, by resolution may modify such redemption procedures.

11.Liquidation Rights.

(a)Ranking. The VMTP Preferred Shares shall rank on a parity with each other, with shares of any other Series of VMTP Preferred Shares and with shares of any other series of Preferred Shares as to the distribution of assets upon dissolution, liquidation or winding up of the affairs of the Corporation.

(b)Distributions Upon Liquidation. Upon the dissolution, liquidation or winding up of the affairs of the Corporation, whether voluntary or involuntary, the Holders of VMTP Preferred Shares then Outstanding shall be entitled to receive and to be paid out of the assets of the Corporation legally available for distribution to its stockholders under Applicable Law and otherwise in accordance with Applicable Law, before any payment or distribution shall be made on the Common Shares or on any other class of shares of the Corporation ranking junior to the VMTP Preferred Shares upon dissolution, liquidation or winding up, an amount equal to the Liquidation Preference with respect to such shares plus an amount equal to all dividends thereon (whether or not declared) accumulated but unpaid to (but not including) the date of final

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distribution in same day funds, together with any payments required to be made pursuant to Section 3 of these Articles Supplementary in connection with the liquidation of the Corporation. After the payment to the Holders of the VMTP Preferred Shares of the full preferential amounts provided for in this paragraph (b), the Holders of VMTP Preferred Shares as such shall have no right or claim to any of the remaining assets of the Corporation.

(c)Pro Rata Distributions. In the event the assets of the Corporation available for distribution to the Holders of VMTP Preferred Shares upon any dissolution, liquidation or winding up of the affairs of the Corporation, whether voluntary or involuntary, shall be insufficient to pay in full all amounts to which such Holders are entitled pursuant to paragraph (b) of this Section 11, no such distribution shall be made on account of any shares of any other class or series of Preferred Shares ranking on a parity with the VMTP Preferred Shares with respect to the distribution of assets upon such dissolution, liquidation or winding up unless proportionate distributive amounts shall be paid on account of the VMTP Preferred Shares, ratably, in proportion to the full distributable amounts for which holders of all such parity shares are respectively entitled upon such dissolution, liquidation or winding up.

(d)Rights of Junior Shares. Subject to the rights of the holders of shares of any series or class or classes of shares ranking on a parity with the VMTP Preferred Shares with respect to the distribution of assets upon dissolution, liquidation or winding up of the affairs of the Corporation, after payment shall have been made in full to the Holders of the VMTP Preferred Shares as provided in paragraph (b) of this Section 11, but not prior thereto, any other series or class or classes of shares ranking junior to the VMTP Preferred Shares with respect to the distribution of assets upon dissolution, liquidation or winding up of the affairs of the Corporation shall, subject to the respective terms and provisions (if any) applying thereto, be entitled to receive any and all assets remaining to be paid or distributed, and the Holders of the VMTP Preferred Shares shall not be entitled to share therein.

(e)Certain Events Not Constituting Liquidation. Neither the sale of all or substantially all the property or business of the Corporation, nor the merger, consolidation or reorganization of the Corporation into or with any business or statutory trust, corporation or other entity nor the merger, consolidation or reorganization of any business or statutory trust, corporation or other entity into or with the Corporation shall be a dissolution, liquidation or winding up, whether voluntary or involuntary, for the purposes of this Section 11.

12.Transfers.

(a)Unless otherwise approved in writing by the Corporation, a Beneficial Owner or Holder may sell, transfer or otherwise dispose of VMTP Preferred Shares only in whole shares and only to persons it reasonably believes are (i) QIBs that are either registered closed-end management investment companies, the shares of which are traded on a national securities exchange (“Closed-End Funds”), banks, insurance companies, companies that are included in the S&P 500 Index (and their direct or indirect wholly-owned subsidiaries) or registered open-end management investment companies or (ii) tender option bond trust in which all Beneficial Owners are QIBs that are Closed-End Funds, banks, insurance companies, companies that are included in the S&P 500 Index (and their direct or indirect wholly-owned subsidiaries) or registered open-end management investment companies, in each case, pursuant to Rule 144A of the Securities Act or another available exemption from registration under the Securities Act, in a manner not involving any public offering within the meaning of Section 4(a)(2) of the Securities Act. Any transfer in violation of the foregoing restrictions shall be void ab initio and any transferee of VMTP Preferred Shares transferred in violation of the foregoing restrictions shall be deemed to agree to hold all payments it received on any such improperly transferred VMTP Preferred Shares in trust for the benefit of the transferor of such VMTP Preferred Shares. The foregoing restrictions on transfer shall not apply to any VMTP Preferred Shares registered under the Securities Act pursuant to the Registration Rights Agreement or any subsequent transfer of such VMTP Preferred Shares thereafter.

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(b)If at any time the Corporation is not furnishing information to the SEC pursuant to Section 13 or 15(d) of the Exchange Act, in order to preserve the exemption for resales and transfers under Rule 144A of the Securities Act, the Corporation shall furnish, or cause to be furnished, to Holders of VMTP Preferred Shares and prospective purchasers of VMTP Preferred Shares, upon request, information with respect to the Corporation satisfying the requirements of subsection (d)(4) of Rule 144A of the Securities Act.

13.Miscellaneous.

(a)No Fractional Shares. No fractional VMTP Preferred Shares shall be issued.

(b)Status of VMTP Preferred Shares Redeemed, Exchanged or Otherwise Acquired by the Corporation. VMTP Preferred Shares which are redeemed, exchanged or otherwise acquired by the Corporation shall return to the status of authorized and unissued Preferred Shares without designation as to series. Any VMTP Preferred Shares which are provisionally delivered by the Corporation to or for the account of an agent of the Corporation or to or for the account of a purchaser of the VMTP Preferred Shares, but for which final payment is not received by the Corporation as agreed, shall return to the status of authorized and unissued VMTP Preferred Shares.

(c)Treatment of VMTP Preferred Shares as Equity. The Corporation shall, and each Holder and Beneficial Owner, by virtue of acquiring VMTP Preferred Shares, is deemed to have agreed to, treat the VMTP Preferred Shares as equity in the Corporation for U.S. federal, state, local income and other tax purposes.

(d)Board May Resolve Ambiguities. Subject to Section 5 of these Articles Supplementary and to the extent permitted by Applicable Law, the Board of Directors may interpret and give effect to the provisions of these Articles Supplementary in good faith so as to resolve any inconsistency or ambiguity or to remedy any formal defect. Notwithstanding anything expressed or implied to the contrary in these Articles Supplementary, but subject to Section 5, the Board of Directors may amend these Articles Supplementary with respect to any Series of VMTP Preferred Shares prior to the issuance of VMTP Preferred Shares of such Series.

(e)Headings Not Determinative. The headings contained in these Articles Supplementary are for convenience of reference only and shall not affect the meaning or interpretation of these Articles Supplementary.

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(f)Notices. All notices or communications, unless otherwise specified in the By-laws of the Corporation or these Articles Supplementary, shall be sufficiently given if in writing and delivered in person, by Electronic Means or mailed by first-class mail, postage prepaid.

(g)Redemption and Paying Agent. The Corporation shall use its commercially reasonable best efforts to engage at all times a Redemption and Paying Agent to perform the duties specified in these Articles Supplementary.

(h)Securities Depository. The Corporation shall maintain settlement of VMTP Preferred Shares in global book entry form through the Securities Depository.

(i)Voluntary Bankruptcy. The Corporation shall not file a voluntary application for relief under federal bankruptcy law or any similar application under state law for so long as the Corporation is solvent and does not reasonably foresee becoming insolvent.

(j)Applicable Law Restrictions and Requirements. Notwithstanding anything expressed or implied to the contrary in these Articles Supplementary, all dividends, redemptions and other payments by the Corporation on or in respect of the VMTP Preferred Shares shall be paid only out of funds legally available therefor under Applicable Law and otherwise in accordance with Applicable Law.

(k)Information. Without limitation of other provisions of these Articles Supplementary, the Corporation shall deliver, or cause to be delivered by the Redemption and Paying Agent, to each Holder:

(i)as promptly as practicable after the preparation and filing thereof with the Securities and Exchange Commission, each annual and semi-annual report prepared with respect to the Corporation, which delivery may be made by means of the electronic availability of any such document on a public website;

(ii)notice of any change (including being put on Credit Watch or Watchlist), suspension or termination in or of the ratings on the VMTP Preferred Shares by any NRSRO then rating the VMTP Preferred Shares at the request of the Corporation as promptly as practicable upon the occurrence thereof, to the extent such information is publicly available;

(iii)notice of any failure to pay in full when due any dividend required to be paid by Section 2 of these Articles Supplementary that remains uncured for more than three Business Days as soon as reasonably practicable, but in no event later than one Business Day after expiration of the grace period;

(iv)notice of insufficient deposit to provide for a properly noticed redemption or liquidation as soon as reasonably practicable, but in no event, later than two Business Days after discovery of insufficient deposits, to the extent such information is publicly available;

(v)notice of any failure to comply with (A) a provision of the Rating Agency Guidelines when failure continues for more than five consecutive Business Days

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or (B) the Minimum Asset Coverage that continues for more than five consecutive Business Days as soon as reasonably practicable after discovery of such failure, but in no event, later than one Business Day after the later of (x) the expiration of the grace period or (y) the earlier of (1) the discovery of such failure and (2) information confirming such failure becomes publicly available;

(vi)notice of any change to any investment adviser or sub-adviser of the Corporation within two Business Days after a resignation or a notice of removal has been received from or sent to any investment adviser or sub-adviser; provided, however, that this clause shall not apply to personnel changes of the investment adviser or sub-adviser, to the extent such information is publicly available;

(vii)notice of any proxy solicitation as soon as reasonably practicable, but in no event, later than five Business Days after mailing thereof by the Corporation’s proxy agent;

(viii)notice one Business Day after the occurrence thereof of (A) the failure of the Corporation to pay the amount due on any senior securities or other debt at the time outstanding, and any period of grace or cure with respect thereto shall have expired; (B) the failure of the Corporation to pay, or admitting in writing its inability to pay, its debts generally as they become due; or (C) the failure of the Corporation to pay accumulated dividends on any additional preferred shares of stock of the Corporation ranking paripassu with the VMTP Preferred Shares, and any period of grace or cure with respect thereto shall have expired, in each case, to the extent such information is publicly available;

(ix)notice of the occurrence of any Increased Rate Event and any subsequent cure thereof as soon as reasonably practicable, but in no event, later than five days after knowledge of senior management of the Corporation thereof; provided that the Corporation shall not be required to disclose the reason for such Increased Rate Event unless such information is otherwise publicly available;

(x)notice of any action, suit, proceeding or investigation formally commenced or threatened in writing against the Corporation or the Investment Adviser in any court or before any governmental authority concerning these Articles Supplementary, the Charter, the VMTP Preferred Shares or any Related Document, as promptly as practicable, but in no event, later than 10 Business Days after knowledge of senior management of the Corporation thereof, in each case, to the extent such information is publicly available;

(xi)notice on each Friday, provided that if a Friday is not a Business Day, notice shall be given on the next succeeding Business Day, of the Corporation’s then current Effective Leverage Ratio, Minimum Asset Coverage and balances in the Term Redemption Liquidity Account as of the close of business on the immediately preceding Business Day which delivery may be made by means of posting on a publicly available section of the Corporation’s website;

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(xii)a report of portfolio holdings of the Corporation as of the end of each month 15 days after the end of each month;

(xiii)in the event the Corporation is not in compliance with Section 6(a) or 6(b) of these Articles Supplementary as of the tenth (10^th) Business Day of a month, a report of portfolio holdings of the Corporation as of the tenth (10^th) Business Day of such month by no later than the last Business Day of such month; and

(xiv)when available, publicly available financial statements of the Corporation’s most recent fiscal year-end and the auditors’ report with respect thereto, which shall present fairly, in all material respects, the financial position of the Corporation at such date and for such period, in conformity with accounting principles generally accepted in the United States of America.

The Corporation shall require the Investment Adviser to inform the Corporation as soon as reasonably practicable after the Investment Adviser’s knowledge or discovery of the occurrence of any of the items set forth in Sections 13(k)(ix) and 13(k)(x) of these Articles Supplementary.

(l)Tax Status of the Corporation. The Corporation will use its best efforts to qualify as a Regulated Investment Company within the meaning of Section 851(a) of the Code and to qualify the dividends made with respect to the VMTP Preferred Shares as tax-exempt dividends to the extent designated by the Corporation.

(m)Maintenance of Existence. At any time the VMTP Preferred Shares are outstanding, the Corporation shall use its best efforts to maintain its existence as a Maryland corporation under the laws of the State of Maryland, with requisite power to issue the VMTP Preferred Shares and to perform its obligations under these Articles Supplementary and each other Related Document to which it is a party.

(n)Use of Proceeds. The Corporation shall use the gross proceeds from the sale of VMTP Preferred Shares to the Purchaser pursuant to the Purchase Agreement to redeem the Corporation’s outstanding Variable Rate Demand Preferred Shares (“VRDP Shares”) as set forth in this Section 13(n). The Corporation shall give a notice of redemption of the fund’s outstanding VRDP Shares on the Closing Date, or, if such date is impracticable pursuant to the governing documents of the Corporation’s outstanding VRDP Shares, the earliest practicable date following the Closing Date pursuant to the governing documents of the Corporation’s outstanding VRDP Shares, for redemption of the VRDP Shares at the earliest practicable date pursuant to the governing documents of the Corporation’s outstanding VRDP Shares, which date is not be greater than 60 days from the Closing Date. If the foregoing requirements of the prior sentence are not complied with the Corporation shall redeem, out of funds legally available therefor under Applicable Law and otherwise in accordance with Applicable Law, the VMTP Preferred Shares as promptly as possible.

(o)Compliance with Law. At any time the VMTP Preferred Shares are outstanding, the Corporation shall use commercially reasonable best efforts to comply with all laws, ordinances, orders, rules and regulations that are applicable to it if the failure to comply should

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reasonably be expected to have a material adverse effect on the Corporation’s ability to comply with its obligations under these Articles Supplementary, any of the VMTP Preferred Shares, and the other Related Documents to which it is a party.

(p)Maintenance of Approvals: Filings, Etc. At any time the VMTP Preferred Shares are outstanding, the Corporation shall at all times use commercially reasonable best efforts to maintain in effect, renew and comply with all the terms and conditions of all consents, filings, licenses, approvals and authorizations as are required under any Applicable Law for its performance of its obligations under these Articles Supplementary and the other Related Documents to which it is a party, except those as to which the failure to do so should not reasonably be expected to have a material adverse effect on the Corporation’s ability to comply with its obligations under these Articles Supplementary, the VMTP Preferred Shares, and the other Related Documents to which it is a party.

(q)1940 Act Registration. At any time the VMTP Preferred Shares are outstanding, the Corporation shall use best efforts to maintain its registration as a closed-end management investment company under the 1940 Act.

(r)Compliance with Eligible Assets Definition. At any time the VMTP Preferred Shares are outstanding, the Corporation shall maintain policies and procedures that it believes are reasonably designed to ensure compliance with Section 6(c) of these Articles Supplementary.

(s)Access to Information Relating to Compliance with Eligible Assets Definition. The Corporation shall, upon request, provide a Beneficial Owner and such of its internal and external auditors and inspectors as a Beneficial Owner may from time to time designate, with reasonable access to publicly available information and records of the Corporation relevant to the Corporation’s compliance with Section 6(c) of these Articles Supplementary, but only for the purposes of internal and external audit.

(t)Purchase by Affiliates. The Corporation shall not, nor shall it permit, or cause to be permitted, the Investment Adviser, or any account or entity over which the Corporation or the Investment Adviser exercises discretionary authority or control or any of their respective affiliates (other than by the Corporation, in the case of a redemption permitted by these Articles Supplementary, the VMTP Preferred Shares which are subject to such redemption, are to be cancelled by the Corporation upon such redemption), to purchase in the aggregate more than 25% of the Outstanding VMTP Preferred Shares without the prior written consent of a Majority of the Holders of the VMTP Preferred Shares Outstanding, and any such purchases shall be void ab initio.

(u)Audits. The audits of the Corporation’s financial statements shall be conducted in accordance with the standards of the Public Company Accounting Oversight Board (United States).

14.Global Certificate.

Prior to the commencement of a Voting Period, (i) all of the VMTP Preferred Shares Outstanding from time to time shall be represented by one or more global certificates registered in the name of the Securities Depository or its nominee and countersigned by the Redemption and Paying Agent and (ii) no registration of transfer of VMTP Preferred Shares shall be made on the books of the Corporation to any Person other than the Securities Depository or its nominee.

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The foregoing restriction on registration of transfer shall be conspicuously noted on the face or back of the certificates of VMTP Preferred Shares in such a manner as to comply with the requirements of Section 2-211 of the Maryland General Corporation Law and Section 8-204 of the Uniform Commercial Code as in effect in the State of Maryland, or any successor provisions.

THIRD: These Articles Supplementary shall be effective as of April 7, 2022.

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IN WITNESS WHEREOF, BlackRock MuniYield California Quality Fund, Inc. has caused these Articles Supplementary to be signed as of April 6, 2022 in its name and on its behalf by the person named below, who acknowledges that these Articles Supplementary are the act of the Corporation and, to the best of such person’s knowledge, information, and belief and under penalties for perjury, all matters and facts contained in these Articles Supplementary are true in all material respects.

BlackRock MuniYIELD CALIFORNIA QUALITY FUND, INC.

By:      /s/ Jonathan Diorio           

Name:    Jonathan Diorio

Title:      Vice President

ATTEST:

/s/ Janey Ahn                                                 

Name:      Janey Ahn

Title:        Assistant Secretary

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Appendix A

ELIGIBLE ASSETS

On the Closing Date and at all times thereafter that the VMTP Preferred Shares are Outstanding:

1.All assets in the Corporation consist of “Eligible Assets,” defined to consist only of the following as of the time of investment:

A.Debt obligations:

i.“Municipal securities,” defined as obligations of a State, the District of Columbia, a U.S. territory, or a political subdivision thereof and including general obligations, limited obligation bonds, revenue bonds, and obligations that satisfy the requirements of section 142(b)(1) of the Internal Revenue Code of 1986 issued by or on behalf of any State, the District of Columbia, any U.S. territory or any political subdivision thereof, including any municipal corporate instrumentality of 1 or more States, or any public agency or authority of any State, the District of Columbia, any U.S. territory or any political subdivision thereof, including obligations of any of the foregoing types related to financing a 501(c)(3) organization. The purchase of any municipal security will be based upon the Investment Adviser’s assessment of an asset’s relative value in terms of current yield, price, credit quality, and future prospects; and the Investment Adviser will monitor the creditworthiness of the Corporation’s portfolio investments and analyze economic, political and demographic trends affecting the markets for such assets. Eligible Assets shall include any municipal securities that at the time of purchase are paying scheduled principal and interest or if at the time of purchase are in payment default, then in the sole judgment of the Investment Adviser are expected to produce payments of principal and interest whose present value exceeds the purchase price.

ii.Debt obligations of the United States.

iii.Debt obligations issued, insured, or guaranteed by a department or an agency of the U.S. Government, if the obligation, insurance, or guarantee commits the full faith and credit of the United States for the repayment of the obligation.

iv.Debt obligations of the Washington Metropolitan Area Transit Authority guaranteed by the Secretary of Transportation under Section 9 of the National Capital Transportation Act of 1969.

v.Debt obligations of the Federal Home Loan Banks.

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vi.Debt obligations, participations or other instruments of or issued by the Federal National Mortgage Association or the Government National Mortgage Association.

vii.Debt obligations which are or ever have been sold by the Federal Home Loan Mortgage Corporation pursuant to sections 305 or 306 of the Federal Home Loan Mortgage Corporation Act.

viii.Debt obligations of any agency named in 12 U.S.C. § 24(Seventh) as eligible to issue obligations that a national bank may underwrite, deal in, purchase and sell for the bank’s own account, including qualified Canadian government obligations.

ix.Debt obligations of issuers other than those specified in (i) through (viii) above that are “investment grade” and that are “marketable.” For these purposes, an obligation is:

1. “marketable” if:

·it is registered under the Securities Act;

·it is offered and sold pursuant to Securities and Exchange Commission Rule 144A; 17 CFR 230.144A; or

·it can be sold with reasonable promptness at a price that corresponds reasonably to its fair value; and

                        2. “investment grade” if:

·the obligor had adequate capacity, as determined by the Investment Adviser in its sole discretion, to meet financial commitments under the security for the projected life of the asset or exposure, which capacity is presumed if the risk of default by the obligor is low and the full and timely repayment of principal and interest is expected.

x.Certificates or other securities evidencing ownership interests in a municipal bond trust structure (generally referred to as a tender option bond structure) that invests in (a) debt obligations of the types described in (i) above or (b) depository receipts reflecting ownership interests in accounts holding debt obligations of the types described in (i) above.

                     xi.           An asset shall not lose its status as an Eligible Asset solely by virtue of                                              the fact that:

·it provides for repayment of principal and interest in any form including fixed and floating rate, zero interest, capital appreciation, discount, leases, and payment in kind; or

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·it is for long-term or short-term financing purposes.

B.Derivatives

i.Interest rate derivatives;

ii.Swaps, futures, forwards, structured notes, options and swaptions related to Eligible Assets or on an index related to Eligible Assets; or

iii.Credit default swaps.

C.Other Assets

i.Shares of other investment companies (open- or closed-end funds and ETFs) the assets of which consist entirely of either (a) Eligible Assets, or (b) “Eligible securities” permitted for investment by a “Tax exempt fund” as defined under SEC Rule 2a-7, based on the Investment Adviser’s assessment of the assets of each such investment company taking into account the investment company’s most recent publicly available schedule of investments and publicly disclosed investment policies.

ii.Cash.

iii.Repurchase agreements on assets described in A above.

iv.Taxable fixed-income securities, for the purpose of influencing control of an issuer whose municipal bonds (a) the Corporation already owns and (b) have deteriorated or are expected shortly to deteriorate that such investment should enable the Corporation to better maximize its existing investment in such issuer, provided that the Corporation may invest no more than 0.5% of its total assets in such securities.

D.Other assets, upon written agreement of Libor Dealer that such assets are eligible for purchase by Libor Dealer.

2.The Corporation has instituted policies and procedures that it believes are sufficient to ensure that the Corporation complies with the representations, warranties and covenants contained in this Appendix A to the Articles Supplementary.

3.The Corporation will, upon request, provide Libor Dealer and its internal and external auditors and inspectors as Libor Dealer may from time to time designate, with all reasonable assistance and access to information and records of the Corporation relevant to the Corporation’s compliance with and performance of the representations, warranties and covenants contained in this Appendix A to the Articles Supplementary, but only for the purposes of internal and external audit.

A.The identity of the investment company and the CUSIP Number, the number of shares owned, as of the end of the prior quarter, and the percentage of the investment company’s equity represented by the Corporation’s investment, as of the end of the prior quarter;

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B.Other than in the case of an investment in an Eligible Money-Market Fund, a representation that each such investment company invests solely in “Eligible Assets,” which representation may be based upon the affirmative representation of the underlying investment company’s investment adviser; and

C.Other than in the case of an investment in an Eligible Money-Market Fund, the information contained in the most recently released financial statements of each such underlying investment company relating to the portfolio holdings of each such investment company.

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MATERIAL AMENDMENTS

BLACKROCK MUNIYIELD CALIFORNIA QUALITY FUND, INC.

AMENDED AND RESTATED

BYLAWS

Effective as of November 2, 2021

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TABLE OF CONTENTS

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BLACKROCK MUNIYIELD CALIFORNIA QUALITY FUND, INC.

BYLAWS

These Bylaws are made and adopted pursuant to the Articles of Incorporation, dated as of June 2, 1992, as from time to time amended (hereinafter called the “Charter”), of BlackRock MuniYield California Quality Fund, Inc. (the “Fund”).

Definitions. As used in these Bylaws, the following terms shall have the following meanings:

“12(d) Holder” shall have the meaning set forth in Section 1 of Article II.

“1940 Act” shall mean the Investment Company Act of 1940 and the rules and regulations promulgated thereunder.

“5% Holder” shall have the meaning set forth in Section 1 of Article II.

“Act”shall have the meaning set forth in Section 4 of Article VI.

“Bylaws” shall mean these Bylaws of the Fund as amended or restated from time to time by the Directors.

“Code” shall mean the Internal Revenue Code of 1986, as amended, and the regulations promulgated thereunder.

“Contested Election” shall mean any election of Directors in which the number of persons nominated for election as Directors in accordance with Section 7 of Article I exceeds the number of Directors to be elected, with the determination that any election of Directors is a Contested Election to be made by the Secretary or other officer of the Fund prior to the time the Fund mails its initial proxy statement in connection with such election of Directors. If, prior to the time the Fund mails its initial proxy statement in connection with such election of Directors, one or more persons nominated for election as a Director are withdrawn such that the number of persons nominated for election as Director no longer exceeds the number of Directors to be elected, such election shall not be considered a Contested Election.

“Directors” and “Board of Directors” shall mean the persons duly elected or appointed to the Board of Trustees or Board of Directors, as the case may be, of the Fund from time to time, so long as they shall continue in office, and all other persons who at the time in question have been duly elected or appointed and have qualified as directors or trustees in accordance with the provisions hereof and are then in office.

“Disabling Conduct” shall have the meaning set forth in Section 2(a) of Article IV.

“Exchange Act” shall mean the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.

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“immediate family member” shall mean any parent, child, spouse, spouse of a parent, spouse of a child, brother or sister (including step and adoptive relationships).

“Indemnitee” shall have the meaning set forth in Section 2(a) of Article IV.

“Independent Director” shall mean a Director that is not an “interested person” as defined in Section 2(a)(19) of the 1940 Act.

“Independent Non-Party Directors” shall have the meaning set forth in Section 2(b) of Article IV.

“investment company” shall have the meaning set forth in Section 1 of Article II.

“Management Director” shall have the meaning set forth in Section 1 of Article II.

“MGCL” shall have the meaning set forth in Section 2 of Article II.

“nominated or seated” shall have the meaning set forth in Section 1 of Article II.

“Non-Management Director” shall have the meaning set forth in Section 1 of Article II.

“Person” shall mean and include natural persons, corporations, partnerships, trusts, limited liability companies, associations, joint ventures and other entities, whether or not legal entities, and governments and agencies and political subdivisions thereof.

“Prohibited Conduct” shall have the meaning set forth in Section 1 of Article II.

“Proposed Nominee” shall have the meaning set forth in Section 7 of Article I.

“Proposed Nominee Associated Person” of any Proposed Nominee shall mean (A) any Person acting in concert with such Proposed Nominee, (B) any direct or indirect beneficial owner of Shares owned of record or beneficially by such Proposed Nominee or Person acting in concert with the Proposed Nominee and (C) any Person controlling, controlled by or under common control with such Proposed Nominee or a Proposed Nominee Associated Person.

“proxy access rules” shall have the meaning set forth in Section 7 of Article I.

“SEC” shall mean the Securities and Exchange Commission.

“Shareholder Associated Person” of any beneficial or record shareholder shall mean (A) any Person acting in concert with such shareholder, (B) any direct or indirect beneficial owner of Shares owned of record or beneficially by such shareholder or any Person acting in concert with such shareholder, (C) any Person controlling, controlled by or under common control with such shareholder or a Shareholder Associated Person and (D) any member of the immediate family of such shareholder or Shareholder Associated Person.

“Shares” shall mean (i) if the Fund is organized as a trust, the units of beneficial interest into which the beneficial interests in the Fund shall be divided from time to time, (ii) if the Fund is organized as a corporation, the shares of stock of the Fund and (iii) if the Fund is organized as a limited liability company, the limited liability company interests of the Fund, and in each case includes fractions of Shares as well as whole Shares. In addition, Shares also means any preferred units of beneficial interest, preferred stock or preferred limited liability company interests which may be issued from time to time, as described herein. All references to Shares shall be deemed to be Shares of any or all series or classes as the context may require.

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“special meeting in lieu of an annual meeting” shall mean a special meeting called by Directors for the purpose of electing Directors in the event that an annual meeting is not held on or before such date as may be required by the NYSE Amex, New York Stock Exchange or such other exchange or trading system on which shares are principally traded, if applicable.

“Special Counsel” shall mean an “independent legal counsel” as defined in Reg. §270.0-1(a)(6) promulgated under the 1940 Act, and such counsel shall be selected by (i) a majority of the Independent Non-Party Directors, (ii) if fewer than 50% of the Independent Directors are Independent Non-Party Directors, the regular independent counsel to the Independent Directors, or (iii) if such counsel is not able to act in a capacity contemplated in these Bylaws for ethical or other reasons, counsel selected by such regular independent counsel to the Independent Directors.

“Special Meeting Request” shall have the meaning set forth in Section 3(b)(i) of Article I.

Article I

SHAREHOLDER MEETINGS

Section 1.Chair. The Chair, if any, shall act as chair at all meetings of the shareholders. In the Chair’s absence, the Vice Chair, if any, shall act as chair at the meeting. In the absence of the Chair and the Vice Chair, the Director or Directors present at each meeting or the Board of Directors may elect a temporary chair for the meeting, who may be one of the Directors.

Section 2.Annual Meetings of Shareholders. The annual meeting of shareholders for the election of directors shall be held on such date and at such time and at such place as shall be designated from time to time by the Board of Directors. In the event that such a meeting is not held on or before such date as may be required by the NYSE Amex, New York Stock Exchange or such other exchange or trading system on which shares are principally traded, if applicable, a subsequent “special meeting in lieu of an annual meeting” may be called by the Directors. Any other proper business may be transacted at the annual meeting of shareholders. Directors may only be elected at an annual meeting of shareholders or a special meeting in lieu of an annual meeting of shareholders.

Section 3.Special Meetings of Shareholders.

(a)Unless otherwise required by binding law or by the Charter, special meetings of shareholders, for any purpose or purposes, except for the election of Directors, may be called by the Board of Directors (or any duly authorized committee), the Chair or the President and shall be called by the Secretary at the request in writing by the shareholders of record of not less than a majority of the outstanding Shares of the Fund or class or series of Shares having voting rights on the matter. Only such business shall be

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conducted at a special meeting as shall be specified in the notice of meeting (or any supplement thereto).

(b)(i) Any shareholder of record seeking to request a special meeting shall send written notice to the Secretary (the “Special Meeting Request”) by registered mail, return receipt requested, requesting the Secretary to call a special meeting. Proof of the requesting shareholder’s ownership of Shares at the time of giving the Special Meeting Request must accompany the requesting shareholder’s Special Meeting Request. The Special Meeting Request shall set forth the purpose of the meeting and the matters proposed to be acted on at the meeting, shall be signed by one or more shareholders of record (or their duly authorized agents), shall bear the date of signature of each requesting shareholder (or its duly authorized agent) signing the Special Meeting Request and shall set forth all information that each such shareholder of record and, with respect to the beneficial owners of Shares on whose behalf such request is being made, each such beneficial owner of Shares would be required to disclose in a proxy statement or other filings required to be made in connection with solicitations of proxies with respect to the proposed business to be brought before the meeting pursuant to Section 14 of the Exchange Act, as well as additional information required by Article ISection 6(d) of these Bylaws. Upon receiving the Special Meeting Request, the Directors may in their discretion fix a special meeting date, which need not be the same date as that requested in the Special Meeting Request.

(ii)A shareholder of record providing notice of business proposed to be brought before a special meeting shall further update and supplement such notice, if necessary, so that the information provided or required to be provided in such notice pursuant to this Section 3(b) shall be true and correct as of the record date for determining the shareholders entitled to receive notice of the special meeting and such update and supplement shall be delivered to or be mailed and received by the Secretary at the principal executive offices of the Fund not later than five (5) business days after the record date for determining the shareholders entitled to receive notice of the special meeting.

(iii)The Board of Directors shall determine the validity of any purported Special Meeting Request received by the Secretary.

(iv)Within ten (10) days of receipt of a valid Special Meeting Request, the Secretary shall inform the requesting shareholders of the reasonably estimated cost of preparing and mailing the notice of meeting (including the Fund’s proxy materials). The Secretary shall not be required to call a special meeting upon receipt of a Special Meeting Request and such meeting shall not be held unless the Secretary receives payment of such reasonably estimated cost prior to the mailing of any notice of the meeting.

Section 4.Place of Meetings. Any shareholder meeting, including a special meeting, shall be held within or without the state in which the Fund was formed at such place, date and time as the Directors shall designate.

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Section 5.Notice of Meetings. Written notice of all meetings of shareholders, stating the place, date and time of the meeting, shall be given by the Secretary by mail to each shareholder of record entitled to vote thereat at its registered address, mailed at least ten (10) days and not more than sixty (60) days before the meeting or otherwise in compliance with applicable binding law. Such notice will also specify the means of remote communications, if any, by which shareholders and proxyholders may be deemed to be present in person and vote at such meeting.

Section 6.Nature of Business at Annual Meetings of Shareholders.

(a)Only such business (other than nominations for election to the Board of Directors, which must comply with the provisions of Section 7 of this Article I) may be transacted at an annual meeting of shareholders as is either:

(i)specified in the notice of meeting (or any supplement thereto) given by or at the direction of the Board of Directors (or any duly authorized committee thereof),

(ii)otherwise properly brought before the annual meeting by or at the direction of the Board of Directors (or any duly authorized committee thereof), or

(iii)otherwise properly brought before the annual meeting by any shareholder of record of the Fund:

(A)who is a shareholder of record on the date such shareholder gives the notice provided for in this Section 6 of this Article I and on the record date for the determination of shareholders entitled to notice of and to vote at such annual meeting; and

(B)who complies with the notice procedures set forth in this Section 6 of this Article I.

(b)In addition to any other applicable requirements, for business to be properly brought before an annual meeting by a shareholder, such shareholder of record must have given timely notice thereof in proper written form to the Secretary of the Fund.

(c)To be timely, a record shareholder’s notice to the Secretary must be delivered to or be mailed and received at the principal executive offices of the Fund not less than one hundred and twenty (120) days nor more than one hundred and fifty (150) days prior to the anniversary date of the immediately preceding annual meeting of shareholders; provided, however, that in the event that the annual meeting is called for a date that is not within twenty-five (25) days before or after such anniversary date, notice by the shareholder of record in order to be timely must be so received not later than the close of business on the tenth (10th) day following the day on which such notice of the date of the annual meeting was mailed or such public disclosure of the date of the annual meeting was made, whichever first occurs. In no event shall the adjournment or postponement of an annual meeting, or the public announcement of such an adjournment or postponement, commence a new time period (or extend any time period) for the giving of a record shareholder’s notice as described above.

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(d)To be in proper written form, a record shareholder’s notice to the Secretary must set forth the following information:

(i)as to each matter such shareholder of record proposes to bring before the annual meeting, a brief description of the business desired to be brought before the annual meeting and the reasons for conducting such business at the annual meeting, and

(ii)as to the record shareholder giving notice and the beneficial owner, if any, on whose behalf the proposal is being made,

(A)the name and address of such person and of any Shareholder Associated Person;

(B)(1) the class or series and number of all Shares which are owned beneficially or of record by such person and any Shareholder Associated Person,

(2)the name of each nominee holder of Shares owned beneficially but not of record by such person or any Shareholder Associated Person, and the number of such Shares held by each such nominee holder,

(3)whether and the extent to which any derivative instrument, swap, option, warrant, short interest, hedge or profit interest or other transaction has been entered into by or on behalf of such person, or any Shareholder Associated Person, with respect to Shares, and

(4)whether and the extent to which any other transaction, agreement, arrangement or understanding (including any short position or any borrowing or lending of Shares) has been made by or on behalf of such person, or any Shareholder Associated Person, the effect or intent of any of the foregoing being to mitigate loss to, or to manage risk or benefit of stock price changes for, such person, or any Shareholder Associated Person, or to increase or decrease the voting power or pecuniary or economic interest of such person, or any Shareholder Associated Person, with respect to Shares;

(C)a description of all agreements, arrangements, or understandings (whether written or oral) between or among such person, or any Shareholder Associated Person, and any other Person or Persons (including their names) in connection with the proposal of such business and any material interest of such person or any Shareholder Associated Person, in such business, including any anticipated benefit therefrom to such person, or any Shareholder Associated Person;

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(D)a representation that the shareholder of record giving notice intends to appear in person or by proxy at the annual meeting to bring such business before the meeting; and

(E)information relating to such person or any Shareholder Associated Person that would be required to be disclosed in a proxy statement or other filing required to be made in connection with the solicitation of proxies by such person with respect to the proposed business to be brought by such person before the annual meeting pursuant to Section 14 of the Exchange Act.

(e)A shareholder of record providing notice of business proposed to be brought before an annual meeting shall further update and supplement such notice, if necessary, so that the information provided or required to be provided in such notice pursuant to this Section 6 of this Article I shall be true and correct as of the record date for determining the shareholders entitled to receive notice of the annual meeting and such update and supplement shall be delivered to or be mailed and received by the Secretary at the principal executive offices of the Fund not later than five (5) business days after the record date for determining the shareholders entitled to receive notice of the annual meeting.

(f)No business (other than nominations for election to the Board of Directors, which must comply with the provisions of Section 7 of this Article I) shall be conducted at the annual meeting of shareholders except business brought before the annual meeting in accordance with the procedures set forth in this Section 6 of this Article I. If the chair of an annual meeting determines that business was not properly brought before the annual meeting in accordance with the foregoing procedures, the chair shall declare to the meeting that the business was not properly brought before the meeting and such business shall not be transacted.

(g)Nothing contained in this Section 6 of this Article I shall be deemed to affect any rights of shareholders to request inclusion of proposals in the Fund’s proxy statement pursuant to Rule 14a-8 under the Exchange Act (or any successor provision of law).

Section 7.Nomination of Directors.

(a)Only persons who are nominated in accordance with the following procedures shall be eligible for election as directors of the Fund. Nominations of persons for election to the Board of Directors may be made only at any annual meeting of shareholders, or at any special meeting in lieu of the annual meeting of shareholders:

(i)by or at the direction of the Board of Directors (or any duly authorized committee thereof), or

(ii)by any shareholder of record, or group of shareholders of record, of the Fund:

(A)who is a shareholder or are shareholders of record on the date such shareholder(s) give the notice provided for in this Section 7 of this

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Article I and on the record date for the determination of shareholders entitled to notice of and to vote at such annual meeting or special meeting in lieu of an annual meeting; and

(B)who complies with the notice procedures set forth in this Section 7 of this Article I.

(b)In addition to any other applicable requirements, for a nomination to be made by a shareholder of record, or group of shareholders of record, such shareholder must have given timely notice thereof in proper written form to the Secretary of the Fund.

(c)To be timely, a record shareholder’s notice to the Secretary must be delivered to or be mailed and received at the principal executive offices of the Fund:

(i)in the case of an annual meeting, not less than one hundred and twenty (120) days nor more than one hundred and fifty (150) days prior to the anniversary date of the immediately preceding annual meeting of shareholders; provided, however, that in the event that the annual meeting is called for a date that is not within twenty-five (25) days before or after such anniversary date, notice by the shareholder of record in order to be timely must be so received not later than the close of business on the tenth (10th) day following the day on which such notice of the date of the annual meeting was mailed or such public disclosure of the date of the annual meeting was made, whichever first occurs;

(ii)in the case of a special meeting of shareholders in lieu of an annual meeting, not later than the close of business on the tenth (10th) day following the day on which notice of the date of the special meeting was mailed or public disclosure of the date of the special meeting was made, whichever first occurs; and

(iii)in no event shall the adjournment or postponement of an annual meeting or such a special meeting in lieu of an annual meeting, or the public announcement of such an adjournment or postponement, commence a new time period (or extend any time period) for the giving of a shareholder’s notice as described above.

(d)To be in proper written form, a record shareholder’s notice to the Secretary must set forth the following information:

(i)as to each person whom the shareholder of record proposes to nominate for election as a director (a “Proposed Nominee”) and any Proposed Nominee Associated Person:

(A)the name, age, business address and residence address of such Proposed Nominee and of any Proposed Nominee Associated Person;

(B)the principal occupation or employment of such Proposed Nominee;

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(C)(1) the class or series and number of all Shares which are owned beneficially or of record, directly or indirectly, by such Proposed Nominee and any Proposed Nominee Associated Person, and the name and address of the record holder(s) of such Shares (if different than the beneficial owner(s)) as they appear on the records of the Fund,

(2)the name of each nominee holder of Shares owned beneficially but not of record by such Proposed Nominee or any Proposed Nominee Associated Person, and the number of such Shares held by each such nominee holder,

(3)whether and the extent to which any derivative instrument, swap, option, warrant, short interest, hedge or profit interest or other transaction has been entered into by or on behalf of such Proposed Nominee, or any Proposed Nominee Associated Person, with respect to Shares,

(4)whether and the extent to which any other transaction, agreement, arrangement or understanding (including any short position or any borrowing or lending of Shares) has been made by or on behalf of such Proposed Nominee, or any Proposed Nominee Associated Person, the effect or intent of any of the foregoing being to mitigate loss to, or to manage risk or benefit of share price changes for, such Proposed Nominee, or any Proposed Nominee Associated Person, or to increase or decrease the voting power or pecuniary or economic interest of such Proposed Nominee, or any Proposed Nominee Associated Person, with respect to the Shares,

(5)a representation as to whether such Proposed Nominee is an “interested person,” as defined under Section 2(a)(19) of the 1940 Act and sufficient information about the Proposed Nominee to permit counsel to the Fund to confirm such representation, including information with respect to each relationship set forth in Section 2(a)(19) of the 1940 Act which may cause such Proposed Nominee to be an interested person of the Fund or a representation that no such relationship exists;

(6)information to establish to the satisfaction of the Board of Directors that the Proposed Nominee satisfies the director qualifications as set out in Section 1 of Article II; and

(D)any other information relating to such Proposed Nominee or Proposed Nominee Associated Person that would be required to be disclosed in a proxy statement or other filings required to be made in connection with solicitations of proxies for election of directors in an

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election contest pursuant to Section 14 of the Exchange Act (even if an election contest is not involved); and

(ii)as to the shareholder of record giving the notice, and the beneficial owner, if any, on whose behalf the nomination is being made,

(A)the name and record address of such person and of any Shareholder Associated Person;

(B)(1) the class or series and number of all Shares which are owned beneficially or of record by such person and any Shareholder Associated Person,

(2)the name of each nominee holder of Shares of the Fund owned beneficially but not of record by such person or any Shareholder Associated Person, and the number of Shares held by each such nominee holder,

(3)whether and the extent to which any derivative instrument, swap, option, warrant, short interest, hedge or profit interest or other transaction has been entered into by or on behalf of such person, or any Shareholder Associated Person, with respect to stock of the Fund, and

(4)whether and the extent to which any other transaction, agreement, arrangement or understanding (including any short position or any borrowing or lending of Shares) has been made by or on behalf of such person, or any Shareholder Associated Person, the effect or intent of any of the foregoing being to mitigate loss to, or to manage risk or benefit of stock price changes for, such person, or any Shareholder Associated Person, or to increase or decrease the voting power or pecuniary or economic interest of such person, or any Shareholder Associated Person, with respect to Shares;

(C)a description of all agreements, arrangements, or understandings (whether written or oral) between such person, or any Shareholder Associated Person, and any proposed nominee or any other person or persons (including their names) pursuant to which the nomination(s) are being made by such person, and any material interest of such person, or any Shareholder Associated Person, in such nomination, including any anticipated benefit therefrom to such person, or any Shareholder Associated Person;

(D)a representation that the shareholder, or group of shareholders, giving notice intends to appear in person or by proxy at the annual meeting or special meeting in lieu of an annual meeting to nominate the persons named in its notice;

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(E)any other information relating to such person that would be required to be disclosed in a proxy statement or other filings required to be made in connection with the solicitation of proxies for election of directors in an election contest pursuant to Section 14 of the Exchange Act (even if an election contest is not involved).

(iii)Such notice must be accompanied by a written consent of each Proposed Nominee to being named as a nominee and to serve as a director if elected.

(e)A shareholder of record, or group of shareholders of record, providing notice of any nomination proposed to be made at an annual meeting or special meeting in lieu of an annual meeting shall further update and supplement such notice, if necessary, so that:

(i)the information provided or required to be provided in such notice pursuant to this Section 7 of this Article I shall be true and correct as of the record date for determining the shareholders entitled to receive notice of the annual meeting or special meeting in lieu of an annual meeting, and such update and supplement shall be delivered to or be mailed and received by the Secretary at the principal executive offices of the Fund not later than five (5) business days after the record date for determining the shareholders entitled to receive notice of such annual meeting or special meeting in lieu of an annual meeting; and

(ii)any subsequent information reasonably requested by the Board of Directors to determine that the Proposed Nominee has met the director qualifications as set out in Section 1 of Article II is provided, and such update and supplement shall be delivered to or be mailed and received by the Secretary at the principal executive offices of the Fund not later than five (5) business days after the request by the Board of Directors for subsequent information regarding director qualifications has been delivered to or mailed and received by such shareholder of record, or group of shareholders of record, providing notice of any nomination.

(f)No person shall be eligible for election as a director of the Fund unless nominated in accordance with the procedures set forth in this Section 7 of this Article I. If the chair of the meeting determines that a nomination was not made in accordance with the foregoing procedures, the chair shall declare to the meeting that the nomination was defective and such defective nomination shall be disregarded.

(g)Notwithstanding any provision of this Section 7 of this Article I to the contrary, a nomination of persons for election to the Board of Directors may be submitted for inclusion in the Fund’s proxy materials to the extent required by rules adopted by the SEC providing for such nominations and inclusion and interpretations thereof (“proxy access rules”), and, if such nomination is submitted under the proxy access rules, such submission:

(i)in order to be timely, must be delivered to, or be mailed and received by, the Secretary at the principal executive offices of the Fund no later than 120

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calendar days before the date that the Fund mailed (or otherwise disseminated) its proxy materials for the prior year’s annual meeting (or such other date as may be set forth in the proxy access rules for companies without advance notice bylaws);

(ii)in all other respects, must be made pursuant to, and in accordance with, the terms of the proxy access rules, as in effect at the time of the nomination, or any successor rules or regulations of the SEC then in effect; and

(iii)must provide the Fund with any other information required by this Section 7 of this Article I, by applicable binding law, the Charter or a resolution of the Directors for nominations not made under the proxy access rules, except to the extent that requiring such information to be furnished is prohibited by the proxy access rules. The provisions of this paragraph of this Section 7 of this Article I do not provide shareholders of the Fund with any rights, nor impose upon the Fund any obligations, other than the rights and obligations set forth in the proxy access rules.

Section 8.Conduct of Meetings. The Board of Directors of the Fund may adopt by resolution such rules and regulations for the conduct of any meeting of the shareholders as it shall deem appropriate. Except to the extent inconsistent with such rules and regulations as adopted by the Board of Directors, the chair of any meeting of the shareholders shall have the right and authority to prescribe such rules, regulations and procedures and to do all such acts as, in the judgment of such chair, are appropriate for the proper conduct of the meeting. Such rules, regulations or procedures, whether adopted by the Board of Directors or prescribed by the chair of the meeting, may include, without limitation, the following: (a) the establishment of an agenda or order of business for the meeting; (b) the determination of when the polls shall open and close for any given matter to be voted on at the meeting; (c) rules and procedures for maintaining order at the meeting and the safety of those present; (d) limitations on attendance at and participation in the meeting to shareholders, their duly authorized and constituted proxies or such other persons as the chair of the meeting shall determine; (e) restrictions on entry to the meeting after the time fixed for the commencement thereof; (f) limitations on the time allotted to questions or comments by shareholders; and (g) the extent to which, if any, other participants are permitted to speak.

Section 9.Postponements; Adjournments. The Board of Directors may, prior to a meeting of shareholders being convened, postpone such meeting from time to time to a date not more than 120 days after the original record date. The chair of any meeting of the shareholders may adjourn the meeting from time to time to reconvene at the same or some other place, and notice need not be given of any such adjourned meeting if the time and place, if any, thereof and the means of remote communications, if any, by which shareholders and proxyholders may be deemed to be present in person and vote at such adjourned meeting are announced at the meeting at which the adjournment is taken. At the adjourned meeting, the Fund may transact any business which might have been transacted at the original meeting. Any adjourned meeting may be held as adjourned one or more times without further notice not later than one hundred and twenty (120) days after the record date. If after the adjournment a new record date is fixed for the adjourned meeting, notice of the adjourned meeting in accordance with the requirements of Section 5 of this Article I shall be given to each shareholder of record entitled to vote at the meeting and each other shareholder entitled to notice of the meeting.

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Section 10.Record Date.

(a)For the purposes of determining the shareholders who are entitled to vote at or otherwise entitled to notice of any meeting, the Directors may, without closing the transfer books, fix a date not more than sixty (60) nor less than ten (10) days prior to the date of such meeting of shareholders as a record date for the determination of the Persons to be treated as shareholders of record for such purposes. The record date shall not precede the date upon which the resolution fixing the record date is adopted by the Directors. If no record date is fixed by the Directors and the stock transfer books are not closed, the record date for determining shareholders entitled to notice of or to vote at a meeting of the shareholders shall be the later of the close of business on the day immediately preceding the day on which notice is given or the thirtieth (30th) day before the meeting. A determination of shareholders entitled to notice of or to vote at a meeting of the shareholders of record shall apply to any adjournment of the meeting.

(b)In order that the Fund may determine the shareholders entitled to consent to corporate action in writing without a meeting, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board of Directors, and which record date shall not be more than ten (10) days after the date upon which the resolution fixing the record date is adopted by the Directors. If no record date has been fixed by the Directors and no prior action by the Directors is required by applicable binding law or the Charter to take such action, the record date for determining shareholders entitled to consent to corporate action in writing without a meeting shall be the first date on which a signed written consent setting forth the action taken or proposed to be taken is delivered to the Fund by delivery to its registered office in the state in which the Fund was formed, its resident agent, its principal place of business, or an officer or agent of the Fund having custody of the book in which proceedings of meetings of the shareholders are recorded. Delivery made to the Fund’s registered office shall be by hand or by certified or registered mail, return receipt requested.

If no record date has been fixed by the Directors and prior action by the Directors is required by applicable binding law or the Charter, the record date for determining shareholders entitled to consent to corporate action in writing without a meeting shall be at the close of business on the day on which the Directors adopts the resolution taking such prior action.

Section 11.Voting.

(a)Shareholders shall have no power to vote on any matter except matters on which a vote of shareholders is required by applicable binding law, the Charter or resolution of the Directors.

(b)Subject to any provision of applicable binding law, the Charter, these Bylaws or a resolution of the Directors specifying a greater or a lesser vote requirement for the transaction of any item of business that properly comes before any meeting of shareholders (i) with respect to the election of directors, other than a Contested Election, the affirmative vote of a plurality of the Shares for which votes were cast at any meeting at which a quorum is present shall be the act of the shareholders with respect to such matter,

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(ii) with respect to a Contested Election, the affirmative vote of a majority of the Shares outstanding and entitled to vote with respect to such matter at such meeting shall be the act of the shareholders with respect to such matter, (iii) for all other items of business, the affirmative vote of a majority of the Shares represented in person or by proxy at any meeting at which a quorum is present shall be the act of the shareholders with respect to such matter(s), and (iv) where a separate vote of one or more classes or series of Shares is required on any matter, the affirmative vote of a plurality of Shares of such class or series of Shares represented in person or by proxy at any meeting at which a quorum is present, a majority of the Shares of such class or series of Shares outstanding and entitled to vote, or a majority of the Shares of such class or series of Shares represented in person or by proxy at any meeting at which a quorum is present, as required by the preceding clauses of this paragraph, shall be the act of the shareholders of such class or series with respect to such matter.

(c)Only shareholders of record shall be entitled to vote. Each full Share shall be entitled to one vote and fractional Shares shall be entitled to a vote of such fraction. When any Share is held jointly by several persons, any one of them may vote at any meeting in person or by proxy in respect of such Share, but if more than one of them shall be present at such meeting in person or by proxy, and such joint owners or their proxies so present disagree as to any vote to be cast, such vote shall be cast in accordance with applicable binding law.

(d)There shall be no cumulative voting in the election or removal of Directors.

Section 12.Quorum. The presence in person or by proxy of the holders of Shares entitled to cast one-third of the votes entitled to be cast shall constitute a quorum at any meeting of shareholders, except with respect to any matter which requires approval by a separate vote of one or more classes or series of Shares, in which case the presence in person or by proxy of the holders of Shares entitled to cast one-third of the votes entitled to be cast by each class or series entitled to vote as a separate class or series shall constitute a quorum. A quorum, once established, shall not be broken by the withdrawal of enough votes to leave less than a quorum. If, however, such quorum shall not be present or represented at any meeting of the shareholders, the chair of the meeting shall have power to adjourn the meeting from time to time, in the manner provided in Section 9 of this Article I, until a quorum shall be present or represented.

Section 13.Proxies.

(a)At any meeting of shareholders, any holder of Shares entitled to vote thereat may vote by properly executed proxy, provided that no proxy shall be voted at any meeting unless it shall have been placed on file with the Secretary, or with such other officer or agent of the Fund as the Directors or Secretary may direct, for verification prior to the time at which such vote shall be taken. Pursuant to a resolution of a majority of the Directors, proxies may be solicited in the name of one or more Directors or one or more of the officers or employees of the Fund. No proxy shall be valid after the expiration of 11 months from the date thereof, unless otherwise provided in the proxy. A proxy purporting to be executed by or on behalf of a shareholder shall be deemed valid unless challenged at or prior to its exercise, and the burden of proving invalidity shall rest on the challenger. If the holder of

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any such Share is a minor or a person of unsound mind, and subject to guardianship or to the legal control of any other person as regards the charge or management of such Share, such person may vote by their guardian or such other person appointed or having such control, and such vote may be given in person or by proxy.

(b)Without limiting the manner in which a shareholder may authorize another person or persons to act for such shareholder as proxy, the following shall constitute a valid means by which a shareholder may grant such authority:

(i)A shareholder may execute a writing authorizing another person or persons to act for such shareholder as proxy. Execution may be accomplished by the shareholder or such shareholder’s authorized officer, director, employee or agent signing such writing or causing such person’s signature to be affixed to such writing by any reasonable means, including, but not limited to, by facsimile signature.

(ii)A shareholder may authorize another person or persons to act for such shareholder as proxy by transmitting or authorizing the transmission of a telegram, cablegram or other means of electronic transmission to the person who will be the holder of the proxy or to a proxy solicitation firm, proxy support service organization or like agent duly authorized by the person who will be the holder of the proxy to receive such transmission, provided that any such telegram, cablegram or other means of electronic transmission must either set forth or be submitted with information from which it can be determined that the telegram, cablegram or other electronic transmission was authorized by the shareholder. If it is determined that such telegrams, cablegrams or other electronic transmissions are valid, the inspectors or, if there are no inspectors, such other persons making that determination shall specify the information on which they relied.

(c)Any copy, facsimile telecommunication or other reliable reproduction of the writing or transmission authorizing another person or persons to act as proxy for a shareholder may be substituted or used in lieu of the original writing or transmission for any and all purposes for which the original writing or transmission could be used; provided, however, that such copy, facsimile telecommunication or other reproduction shall be a complete reproduction of the entire original writing or transmission.

Section 14.Inspectors of Election. In advance of any meeting of the shareholders, the Board of Directors, by resolution, may appoint one or more inspectors to act at the meeting and make a written report thereof. If inspectors of election are not so appointed, the person acting as chair of any meeting of shareholders may, and on the request of any shareholder or shareholder proxy shall, appoint inspectors of election of the meeting. One or more other persons may be designated as alternate inspectors to replace any inspector who fails to act. If no inspector or alternate is able to act at a meeting of the shareholders, the chair of the meeting shall appoint one or more inspectors to act at the meeting. Unless otherwise required by applicable binding law, inspectors may be officers, employees or agents of the Fund. Each inspector, before entering upon the discharge of the duties of inspector, shall take and sign an oath faithfully to execute the duties of inspector with strict impartiality and according to the best of such inspector’s ability. The

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inspector shall have the duties prescribed by law or assigned by the chair of the meeting and shall take charge of the polls and, when the vote is completed, shall make a certificate of the result of the vote taken and of such other facts as may be required by applicable binding law.

Section 15.Shareholder Action by Written Consent.

(a)Any action required or permitted to be taken at any annual or special meeting of shareholders of the Fund may be taken without a meeting, without prior notice and without a vote, if a consent or consents in writing, setting forth the action so taken, shall be signed by all shareholders entitled to vote on the matter.

(b)Any such consent shall be delivered to the Fund by delivery to its registered office in the state in which the Fund was formed, its resident agent, its principal place of business, or an officer or agent of the Fund having custody of the book in which proceedings of meetings of the shareholders are recorded. Delivery made to the Fund’s registered office shall be by hand or by certified or registered mail, return receipt requested. Every written consent shall bear the date of signature of each shareholder who signs the consent and no written consent shall be effective to take the corporate action referred to therein unless, within sixty (60) days of the earliest dated consent delivered in the manner required by this Article ISection 15 to the Fund, written consents signed in accordance with Section 15(a) of this Article I by holders to take action are delivered to the Fund by delivery to its registered office in the state in which the Fund was formed, its resident agent, its principal place of business, or an officer or agent of the Fund having custody of the book in which proceedings of meetings of the shareholders are recorded. Any copy, facsimile or other reliable reproduction of a consent in writing may be substituted or used in lieu of the original writing for any and all purposes for which the original writing could be used, provided that such copy, facsimile or other reproduction shall be a complete reproduction of the entire original writing.

Article II

DIRECTORS

Section 1.Number and Qualification. Prior to a public offering of Shares there may be a sole Director. Thereafter, the number of Directors shall be determined by a written instrument signed by a majority of the Directors then in office, provided that the number of Directors shall be no less than the lower limit for Directors as stated in the Charter and no more than fifteen (15) and the Directors shall satisfy the requirements set forth below in this Section 1 of this Article II. No reduction in the number of Directors shall have the effect of removing any Director from office prior to the expiration of the Director’s term. Directors need not own Shares and may succeed themselves in office. Directors who have such present or former associations with the Fund’s investment adviser as may cause such person not to be an Independent Director are referred to as “Management Directors”. Each Director who is not a Management Director is referred to as a “Non-Management Director.”

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(a)After the offering of Shares, only persons satisfying the following qualification requirements applicable to all Directors may be nominated, elected, appointed, qualified or seated (“nominated or seated”) to serve as directors:

(i)An individual nominated or seated as a Director shall be at least twenty-one (21) years of age and not older than the younger of (A) the mandatory retirement age determined from time to time by the Directors or a committee of the Directors and (B) eighty (80) years of age, in each case at the time the individual is nominated or seated, and not under legal disability;

(ii)An individual nominated or seated as a Director shall, at the time the individual is nominated or seated, serve as a Director of no more than 5 companies having securities registered under the Exchange Act (investment companies having the same investment adviser or investment advisers affiliated through a control relationship shall all be counted as a single company for this purpose);

(iii)Except as set forth in Section 1 of this Article II, an individual nominated or seated as a Director shall not be an employee, officer, partner, member, director or 5% or greater shareholder in any investment adviser (other than the Fund’s investment adviser or any investment adviser affiliated with the Fund’s investment adviser), collective investment vehicle primarily engaged in the business of investing in “investment securities” (as defined in the 1940 Act) (an “investment company”) or entity controlling or controlled by any investment adviser (other than the Fund’s investment adviser or any investment adviser affiliated with the Fund’s investment adviser) or investment company unless a majority of the Board of Directors shall have determined by resolution that such relationship will not present undue conflicts or impede either the ability of the individual to discharge the duties of a Director or the free flow of information between the Fund’s investment adviser and the Board of Directors;

(iv)An individual nominated or seated as a Director shall not have been charged (unless such charges were dismissed or the individual was otherwise exonerated) with a criminal offense involving moral turpitude, dishonesty or breach of trust, or have been convicted or have pled guilty or nolo contendere with respect to a felony under the laws of the United States or any state thereof;

(v)An individual nominated or seated as a Director shall not be and shall not have been subject to any censure, order, consent decree (including consent decrees in which the respondent has neither admitted nor denied the findings) or adverse final action of any federal, state or foreign governmental or regulatory authority (including self-regulatory organizations), barring or suspending such individual from participation in or association with any investment-related business or restricting such individual’s activities with respect to any investment-related business (collectively, “Prohibited Conduct”), nor shall an individual nominated or seated as a Director be the subject of any investigation or proceeding that could reasonably be expected to result in an individual nominated or seated as a Director failing to satisfy the requirements of this paragraph, nor shall any individual

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nominated or seated as a Director be or have engaged in any conduct which has resulted in, or could have reasonably been expected or would reasonably be expected to result in, the SEC censuring, placing limitations on the activities, functions, or operations of, suspending, or revoking the registration of any investment adviser under Section 203(e) or (f) of the Investment Advisers Act of 1940;

(vi)An individual nominated or seated as a Director shall not be and shall not have been the subject of any of the ineligibility provisions contained in Section 9(b) of the 1940 Act that would permit, or could reasonably have been expected or would reasonably be expected to permit the SEC by order to prohibit, conditionally or unconditionally, either permanently or for a period of time, such individual from serving or acting as an employee, officer, director, member of an advisory board, investment adviser or depositor of, or principal underwriter for, a registered investment company or affiliated person (as defined in Section 2(a)(3) of the 1940 Act) of such investment adviser, depositor, or principal underwriter; and

(vii)An individual nominated or seated as a Director shall not be and shall not have been the subject of any of the ineligibility provisions contained in Section 9(a) of the 1940 Act that would result in, or could have reasonably been expected or would reasonably be expected to result in such individual or a company of which such individual is an affiliated person (as defined in Section 2(a)(3) of the 1940 Act) being ineligible to serve or act in the capacity of employee, officer, director, member of an advisory board, investment adviser, or depositor of any registered investment company, or principal underwriter for any registered investment company, registered unit investment trust, or registered face-amount certificate company.

(b)After the offering of Shares, only persons satisfying the following additional qualification requirements applicable to all Non-Management Directors shall be nominated or seated as Non-Management Directors:

(i)An individual nominated or seated as a Non-Management Director may not be an “interested person” of the Fund as defined under Section 2(a)(19) of the 1940 Act;

(ii)An individual nominated or seated as a Non-Management Director may not directly or indirectly own, control or hold with the power to vote, or be a member of a group of shareholders party to an agreement, arrangement or practice for sharing information or decisions concerning shareholder actions or the acquisition, disposition or voting of Shares, who together directly or indirectly own, control or hold with the power to vote, 5% or more of the outstanding shares of any class of Shares of the Fund (each such person and each member of such a group, a “5% Holder”), may not control or act in concert with a 5% Holder, and may not be an immediate family member of a 5% Holder or of a person who controls or acts in concert with a 5% Holder;

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(iii)An individual nominated or seated as a Non-Management Director may not, and any immediate family member of such nominee may not, be employed or have been employed within the last year by any 5% Holder or any person who controls, is controlled by, is under common control with or acts in concert with a 5% Holder;

(iv)An individual nominated or seated as a Non-Management Director may not, and any immediate family member of such nominee may not, have accepted directly or indirectly, during the year of the election for which such individual is nominated or seated or during the immediately preceding calendar year, any consulting, advisory, or other compensatory fee from any 5% Holder or from any person who controls, is controlled by, is under common control with or acts in concert with any 5% Holder;

(v)An individual nominated or seated as a Non-Management Director may not, and any immediate family member of such nominee may not, be an officer, director, general partner or managing member (or person performing similar functions) of any 5% Holder or of any person who controls, is controlled by, is under common control with or acting in concert with a 5% Holder;

(vi)An individual nominated or seated as a Non-Management Director may not, and any immediate family member of such nominee may not, be employed or employed within the last year by any investment company or any company or companies controlled by an investment company which in the aggregate own (A) more than three percent (3%) of the outstanding voting Shares of the Fund, (B) securities issued by the Fund having an aggregate value in excess of five percent (5%) of the total assets of such investment company and any company or companies controlled by such investment company, (C) securities issued by the Fund and by all other investment companies having an aggregate value in excess of ten percent (10%) of the total assets of the investment company making such investment and any company or companies controlled by the investment company making such investment, or (D) together with other investment companies having the same investment adviser and companies controlled by such investment companies, more than ten percent (10%) of the total outstanding Shares of the Fund (an investment company making such investment(s) and any company or companies controlled by it in the aggregate owning securities in excess of the amounts set forth in (A), (B), (C) or (D) being referred to as a “12(d) Holder”), or by any person who controls, is controlled by, under common control with or acts in concert with a 12(d) Holder;

(vii)An individual nominated or seated as a Non-Management Director may not, and any immediate family member of such nominee may not, have accepted directly or indirectly, during the year of the election for which such individual is nominated or seated, or during the immediately preceding calendar year, any consulting, advisory, or other compensatory fee from any 12(d) Holder or from any person who controls, is controlled by, is under common control with or acts in concert with any 12(d) Holder;

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(viii)An individual nominated or seated as a Non-Management Director may not, and any immediate family member of such nominee may not, be an officer, director, partner or member (or person performing similar functions) of any 12(d) Holder or of any person who controls, is controlled by, is under common control with or acting in concert with a 12(d) Holder; and

(ix)An individual nominated or seated as a Non-Management Director may not, and any immediate family member of such nominee may not, control or act in concert with any 12(d) Holder or any person who controls, is controlled by, is under common control with or acting in concert with a 12(d) Holder.

Section 2.Term of Office. The Fund has elected to be subject to the provisions of Section 3-803 of the Maryland General Corporation Law (the “MGCL”), which election shall be effective as of the effective date set forth in the applicable Articles Supplementary filed with the State of Maryland. Pursuant to this election, the Board of Directors was divided into three (3) classes, designated Class I, Class II, and Class III. To the extent possible, each class shall have the same number of Directors. The initial number of Class I Directors shall be five (5), the initial number of Class II Directors shall be four (4), and the initial number of Class III Directors shall be four (4). Within the limits above specified, the Directors in each class were initially determined and designated by resolution of the Board of Directors. The term of office of the Class III Directors shall continue until the date of the 2022 annual meeting of shareholders and until their successors are elected and qualify. The term of office of the Class I Directors shall continue until the date of the 2023 annual meeting of shareholders and until their successors are elected and qualify. The term of office of the Class II Directors shall continue until the date of the 2024 annual meeting of shareholders and until their successors are elected and qualify. Upon expiration of the term of office of each class as set forth above, the successors of the class to the class of Directors whose term expires at each annual meeting of shareholders shall be elected to hold office for a term continuing until the annual meeting of shareholders held in the third year following the year of their election and until their successors are elected and qualify. The term of office of a Director shall terminate and a vacancy shall occur in the event of the death, resignation, removal, bankruptcy, adjudicated incompetence or other incapacity to perform the duties of the office of the Director.

Section 3.Resignation and Removal. Any of the Directors may resign (without need for prior or subsequent accounting) by an instrument in writing signed by such Director and delivered or mailed to the Directors, the Chair, if any, the President, or the Secretary and such resignation shall be effective upon such delivery, or at a later date according to the terms of the instrument. Any of the Directors may be removed, provided the aggregate number of Directors after such removal shall not be less than the minimum number set forth in the Charter, only by the proportion of votes of the shareholders or Directors, as applicable, that are set forth in the Charter as the required proportion of votes for the removal of a Director, and with or without cause as may be permitted by the Charter or as required by applicable binding law. Upon the resignation or removal of a Director, each such resigning or removed Director shall execute and deliver to the Fund such documents as may be required by applicable binding law or the Charter or as may be requested by the remaining Directors as being in the best interests of the Fund and the shareholders. Upon the incapacity or death of any Director, such Director’s legal representative shall execute

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and deliver to the Fund on such Director’s behalf such documents as the remaining Directors shall require as provided in the preceding sentence.

Section 4.Vacancies. The Fund elects to be subject to the provisions of Section 3-804(c) of the MGCL, subject to applicable requirements of the 1940 Act and the right of the shareholders of a class or series to elect additional Directors in accordance with the Charter. Each vacancy on the Board of Directors that results from (a) an increase in the size of the Board of Directors or (b) the death, resignation, or removal of a Director may be filled by an individual having the qualifications described in this Article II made only by the affirmative vote of a majority of the remaining Directors in office, even if the remaining Directors do not constitute a quorum. Any Director elected to fill a vacancy shall serve until the next annual meeting of Shareholders and until a successor is elected and qualifies.

Whenever a vacancy in the number of Directors shall occur, until such vacancy is filled as provided herein, the Directors in office, regardless of their number, shall have all the powers granted to the Directors and shall discharge all the duties imposed upon the Directors.

Section 5.Meetings.

(a)Meetings of the Directors shall be held from time to time upon the call of the Chair, if any, the Vice Chair, if any, the President or a majority of the Directors. Regular meetings of the Directors may be held without call or notice at a time and place fixed by the Bylaws or by resolution of the Directors. Notice of any other meeting shall be given by the Secretary and shall be delivered to the Directors orally or by email not less than 24 hours, or otherwise in writing not less than 72 hours, before the meeting, but may be waived in writing by any Director either before or after such meeting. Directors shall provide the Secretary with an email address to which the Secretary may send communications relating to the Fund. The attendance of a Director at a meeting shall constitute a waiver of notice of such meeting, except where a Director attends a meeting for the express purpose of objecting to the transaction of any business on the ground that the meeting has not been properly called or convened. Neither the business to be transacted at, nor the purpose of, any meeting of the Board of Directors need be stated in the notice or waiver of notice of such meeting, and no notice need be given of action proposed to be taken by written consent. Whenever written notice is required by binding law, the Charter or these Bylaws to be given to any Director, such notice may be given by mail, addressed to such Director at such person’s address as it appears on the records of the Fund, with postage thereon prepaid, and such notice shall be deemed to be given at the time when the same shall be deposited with a nationally recognized overnight delivery service, or by facsimile or email to a location provided by the Director to the Fund.

(b)The Secretary of the Fund shall act as secretary at each meeting of the Board of Directors and of each committee thereof. In case the Secretary shall be absent from any meeting of the Board of Directors or of any committee thereof, an Assistant Secretary or a person appointed by the chair of the meeting shall act as secretary of the meeting. Notwithstanding the foregoing, the members of each committee of the Board of Directors may appoint any person to act as secretary of any meeting of such committee and the Secretary of the Fund may, but need not if such committee so elects, serve in such capacity.

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(c)Unless otherwise provided by applicable binding law, all or any one or more Directors may participate in a meeting of the Directors or any committee thereof by means of a conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other; participation in a meeting pursuant to any such communications system shall constitute presence in person at such meeting.

Section 6.Quorum. Any time there is more than one Director, a quorum for all meetings of the Board of Directors shall be a majority of the Directors. If a quorum shall not be present at any meeting of the Board of Directors or any committee thereof, the Directors present thereat may adjourn the meeting from time to time, without notice other than announcement at the meeting of the time and place of the adjourned meeting, until a quorum shall be present. With respect to actions of the Directors and any committee of the Directors, Directors who are not Independent Directors in any action to be taken may be counted for quorum purposes under this Article IISection 6 and shall be entitled to vote to the extent not prohibited by the 1940 Act.

Section 7.Required Vote. Unless otherwise required or permitted in the Charter or by applicable binding law (including the 1940 Act), any action of the Board of Directors may be taken at a meeting at which a quorum is present by vote of a majority of the Directors present.

Section 8.Committees.

(a)The Board of Directors may designate one or more committees of its members. Each member of a committee must meet the requirements for membership, if any, imposed by applicable binding law and the rules and regulations of any securities exchange or quotation system on which the securities of the Fund are listed or quoted for trading. The Board of Directors may designate one or more Directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of any such committee. Subject to the rules and regulations of any securities exchange or quotation system on which the securities of the Fund are listed or quoted for trading, in the absence or disqualification of a member of a committee, and in the absence of a designation by the Board of Directors of an alternate member to replace the absent or disqualified member, the member or members thereof present at any meeting and not disqualified from voting, whether or not such member or members constitute a quorum, may unanimously appoint another qualified member of the Board of Directors to act at the meeting in the place of any absent or disqualified member. Any Director serving on a committee of the Board of Directors may be removed from such committee at any time by the Board of Directors or by any committee to which such authority is delegated.

(b)Any committee, to the extent permitted by law and provided in the resolution or charter establishing such committee, shall have and may exercise all the powers and authority of the Board of Directors in the management of the business and affairs of the Fund, and may authorize the seal of the Fund, if any, to be affixed to all papers which may require it.

(c)Any committee of the Directors, including an executive committee, if any, may act with or without a meeting. Any time there is more than one Director on a committee, unless otherwise required by the committee’s charter, a quorum for all meetings

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of any committee shall be a majority of the members thereof. Unless otherwise required by applicable binding law (including the 1940 Act) or provided in the Charter, these Bylaws or the committee’s charter, any action of any such committee may be taken at a meeting at which a quorum is present by vote of a majority of the members present. Each committee shall keep regular minutes and report to the Board of Directors when required.

(d)Notwithstanding anything to the contrary contained in this Article IISection 8, the resolution of the Board of Directors establishing any committee of the Board of Directors or the charter of any such committee may establish requirements or procedures relating to the governance or operation of such committee that are different from, or in addition to, those set forth in these Bylaws and, to the extent that there is any inconsistency between these Bylaws and any such resolution or charter, the terms of such resolution or charter shall be controlling.

Section 9.Director Action by Written Consent. Subject to the provisions of the 1940 Act, any action which may be taken by Directors by vote may be taken without a meeting if all the members of the Board of Directors or of the respective committee, as the case may be, required for approval of such action at a meeting of the Directors or such committee consent to the action in writing or electronic transmission and the written consents or electronic transmission are filed with the records of the meetings of Directors. Such consent shall be treated for all purposes as a vote taken at a meeting of Directors or the committee.

Section 10.Chair; Records. The Chair, if any, shall act as chair at all meetings of the Directors. In absence of the Chair, the Vice Chair, if any, shall act as chair at the meeting. In the absence of the Chair and the Vice Chair, the Directors present shall elect one of their number to act as temporary chair. The results of all actions taken at a meeting of the Directors, or by written consent of the Directors, shall be recorded by the Secretary or, in the absence of the Secretary, an Assistant Secretary or such other person appointed by the Board of Directors as the meeting secretary.

Section 11.Delegation. Unless otherwise provided in the Charter or these Bylaws and except as provided by applicable binding law, the Directors shall have the power to delegate from time to time to such of their number or to one or more officers, employees or agents of the Fund the doing of such things, including any matters set forth in the Charter or these Bylaws, and the execution of such instruments in the name of the Fund.

Section 12.Compensation. The directors may be paid their expenses, if any, of attendance at each meeting of the Board of Directors and may be paid a fixed sum for attendance at each meeting of the Board of Directors or a stated salary for service as director, payable in cash or securities. Members of special or standing committees may be allowed like compensation for service as committee members.

Section 13.Governance. The Board of Directors may from time to time require all its members (including any individual nominated to serve as a Director) to agree in writing as to matters of corporate governance, business ethics and confidentiality while such persons serve as a Director, such agreement to be on the terms and in a form determined satisfactory by the Board of

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Directors, as amended and supplemented from time to time in the discretion of the Board of Directors.

Article III

OFFICERS

Section 1.Officers of the Fund. The Directors shall elect a President, a Secretary and a Treasurer and may elect a Chair and a Vice Chair. Any Chair or Vice Chair shall, and the President, Secretary and Treasurer may, but need not, be a Director. No other officer of the Fund need be a Director. Any two or more of the offices may be held by the same Person, except that (a) the same person may not be both President and Vice President and (b) after the Fund’s initial public offering the same person may not be both President and Secretary.

Section 2.Election and Tenure. The Chair, if any, and Vice Chair, if any, President, Secretary, Treasurer and such other officers as the Directors from time to time may elect shall serve at the pleasure of the Directors or until their successors have been duly elected and qualified. The Directors may fill a vacancy in office or add any additional officers at any time.

Section 3.Removal and Resignation of Officers. Any officer may be removed at any time, with or without cause, by action of a majority of the Directors. This provision shall not prevent the making of a contract of employment for a definite term with any officer and shall have no effect upon any cause of action which any officer may have as a result of removal in breach of a contract of employment. Any officer may resign at any time by notice in writing signed by such officer and delivered or mailed to the Chair, if any, President, or Secretary, and such resignation shall take effect immediately upon receipt by the Chair, if any, President, or Secretary, or at a later date according to the terms of such notice in writing.

Section 4.Chair of the Board of Directors. The Chair of the Board of Directors, if there be one, shall preside at all meetings of the shareholders and of the Board of Directors. The Chair of the Board of Directors shall also perform such other duties and may exercise such other powers as may from time to time be assigned by these Bylaws or by the Board of Directors.

Section 5.Vice Chair of the Board of Directors. The Vice Chair shall perform the duties of the Chair when the Chair is not able to fulfill those duties for any reason.

Section 6.President. The President shall, subject to the control of the Directors, have general supervision, direction and control of the business of the Fund and of its employees and shall exercise such general powers of management as are usually vested in the office of President of a Fund. The President shall have such further authorities and duties as the Directors shall from time to time determine. In the absence or disability of the President, the Directors shall delegate authority to another officer of the Fund to perform all of the duties of the President, and when so acting shall have all the powers of and be subject to all of the restrictions upon the President.

Section 7.Secretary. The Secretary shall maintain the minutes of all meetings of, and record all votes of, shareholders, Directors and committees of Directors, if any. The Secretary shall be custodian of the seal of the Fund, if any, and the Secretary (and any other person so authorized by the Directors) may affix the seal, or if permitted, facsimile thereof, to any instrument executed

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by the Fund which would be sealed by a business corporation in the state in which the Fund was formed executing the same or a similar instrument and shall attest the seal and the signature or signatures of the officer or officers executing such instrument on behalf of the Fund. The Secretary shall also perform any other duties commonly incident to such office in a business corporation in the state in which the Fund was formed and shall have such other authorities and duties as the Directors shall from time to time determine, including but not limited to calling special meetings of shareholders and providing written notice of all meetings of shareholders.

Section 8.Treasurer and/or Chief Financial Officer. The Directors can nominate a Treasurer and/or Chief Financial Officer, and, except as otherwise directed by the Directors, such officer(s) shall have the general supervision of the monies, funds, securities, notes receivable and other valuable papers and documents of the Fund, and shall have and exercise under the supervision of the Directors and of the President all powers and duties normally incident to the office. Such officer(s) may endorse for deposit or collection all notes, checks and other instruments payable to the Fund or to its order. Such officer(s) shall deposit all funds of the Fund in such depositories as the Directors shall designate. Such officer(s) shall be responsible for such disbursement of the funds of the Fund as may be ordered by the Directors or the President. Such officer(s) shall keep accurate account of the books of the Fund’s transactions which shall be the property of the Fund, and which together with all other property of the Fund in such officer(s)’s possession, shall be subject at all times to the inspection and control of the Directors. Unless the Directors shall otherwise determine, such officer(s) shall be the principal accounting officer(s) of the Fund and shall also be the principal financial officer(s) of the Fund. Such officer(s) shall have such other duties and authorities as the Directors shall from time to time determine. Notwithstanding anything to the contrary herein contained, the Directors may authorize any adviser, administrator, manager or transfer agent to maintain bank accounts and deposit and disburse funds of any series of the Fund on behalf of such series.

Section 9.Other Officers and Duties. The Directors may elect or appoint, or may authorize the President to appoint, such other officers or agents with such powers as the Directors may deem to be advisable. Assistant officers shall act generally in the absence of the officer whom they assist and shall assist that officer in the duties of the office. Each officer, employee and agent of the Fund shall have such other duties and authority as may be conferred upon such person by the Directors or delegated to such person by the President. If the Directors elect or appoint, or authorize the President to appoint, a chief executive officer of the Fund, such chief executive officer, subject to direction of the Directors, shall have power in the name and on behalf of the Fund to execute any and all loans, documents, contracts, agreements, deeds, mortgages, registration statements, applications, requests, filings and other instruments in writing, and to employ and discharge employees and agents of the Fund. Unless otherwise directed by the Directors, the chief executive officer shall have full authority and power, on behalf of all of the Directors, to attend and to act and to vote, on behalf of the Fund at any meetings of business organizations in which the Fund holds an interest, or to confer such powers upon any other persons, by executing any proxies duly authorizing such persons. The chief executive officer shall have such further authorities and duties as the Directors shall from time to time determine. In the absence or disability of the chief executive officer, the Directors shall delegate authority to another officer of the Fund to perform all of the duties of the chief executive officer, and when so acting shall have all the powers of and be subject to all of the restrictions upon the chief executive officer.

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Article IV

LIMITATIONS OF LIABILITY AND INDEMNIFICATION

Section 1.No Personal Liability of Directors or Officers. No Director, advisory board member or officer of the Fund shall be subject in such capacity to any personal liability whatsoever to any Person, save only liability to the Fund or its shareholders arising from bad faith, willful misfeasance, gross negligence or reckless disregard for his or her duty to such Person; and, subject to the foregoing exception, all such Persons shall look solely to the assets of the Fund for satisfaction of claims of any nature arising in connection with the affairs of the Fund. If any Director, advisory board member or officer, as such, of the Fund, is made a party to any suit or proceeding to enforce any such liability, subject to the foregoing exception, such person shall not, on account thereof, be held to any personal liability. Any repeal or modification of the Charter or this Article IVSection 1 shall not adversely affect any right or protection of a Director, advisory board member or officer of the Fund existing at the time of such repeal or modification with respect to acts or omissions occurring prior to such repeal or modification.

Section 2.Mandatory Indemnification.

(a)The Fund hereby agrees to indemnify each person who is or was a Director, advisory board member or officer of the Fund (each such person being an “Indemnitee”) to the full extent permitted under the Charter. In addition, the Fund may provide greater but not lesser rights to indemnification pursuant to a contract approved by at least a majority of Directors between the Fund and any Indemnitee. Notwithstanding the foregoing, no Indemnitee shall be indemnified hereunder against any liability to any person or any expense of such Indemnitee arising by reason of (i) willful misfeasance, (ii) bad faith, (iii) gross negligence, or (iv) reckless disregard of the duties involved in the conduct of the Indemnitee’s position (the conduct referred to in such clauses (i) through (iv) being sometimes referred to herein as “Disabling Conduct”). Furthermore, with respect to any action, suit or other proceeding voluntarily prosecuted by any Indemnitee as plaintiff, indemnification shall be mandatory only if the prosecution of such action, suit or other proceeding by such Indemnitee (A) was authorized by a majority of the Directors or (B) was instituted by the Indemnitee to enforce his or her rights to indemnification hereunder in a case in which the Indemnitee is found to be entitled to such indemnification.

(b)Notwithstanding the foregoing, unless otherwise provided in any agreement relating to indemnification between an Indemnitee and the Fund, no indemnification shall be made hereunder unless there has been a determination (i) by a final decision on the merits by a court or other body of competent jurisdiction before whom the issue of entitlement to indemnification hereunder was brought that such Indemnitee is entitled to indemnification hereunder or, (ii) in the absence of such a decision, by (A) a majority vote of a quorum of those Directors who are both Independent Directors and not parties to the proceeding (“Independent Non-Party Directors”), that the Indemnitee is entitled to indemnification hereunder, or (B) if such quorum is not obtainable or even if obtainable, if such majority so directs, a Special Counsel in a written opinion concludes that the Indemnitee should be entitled to indemnification hereunder.

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(c)Subject to any limitations provided by the 1940 Act and the Charter, the Fund shall have the power and authority to indemnify and provide for the advance payment of expenses to employees, agents and other Persons providing services to the Fund or serving in any capacity at the request of the Fund to the full extent permitted for corporations organized under the corporations laws of the state in which the Fund was formed, provided that such indemnification has been approved by a majority of the Directors.

(d)Any repeal or modification of the Charter or Section 2 of this Article IV shall not adversely affect any right or protection of a Director, advisory board member or officer of the Fund existing at the time of such repeal or modification with respect to acts or omissions occurring prior to such repeal or modification.

Section 3.Good Faith Defined; Reliance on Experts. For purposes of any determination under this Article IV, a person shall be deemed to have acted in good faith and in a manner such person reasonably believed to be in the best interests of the Fund, or, with respect to any criminal action or proceeding, to have had no reasonable cause to believe such person’s conduct was unlawful, if such person’s action is based on the records or books of account of the Fund, or on information supplied to such person by the officers of the Fund in the course of their duties, or on the advice of legal counsel for the Fund or on information or records given or reports made to the Fund by an independent certified public accountant or by an appraiser or other expert or agent selected with reasonable care by the Fund. The provisions of this Article IVSection 3 shall not be deemed to be exclusive or to limit in any way the circumstances in which a person may be deemed to have met the applicable standard of conduct set forth in this Article IV. Each Director and officer or employee of the Fund shall, in the performance of his or her duties, be fully and completely justified and protected with regard to any act or any failure to act resulting from reliance in good faith upon the books of account or other records of the Fund, upon an opinion of counsel selected by the Board of Directors or a committee of the Directors, or upon reports made to the Fund by any of the Fund’s officers or employees or by any advisor, administrator, manager, distributor, dealer, accountant, appraiser or other expert or consultant selected with reasonable care by the Board of Directors or a committee of the Directors, officers or employees of the Fund, regardless of whether such counsel or expert may also be a Director.

Section 4.Survival of Indemnification and Advancement of Expenses. The indemnification and advancement of expenses provided by, or granted pursuant to, this Article IV shall, unless otherwise provided when authorized or ratified, 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 5.Insurance. The Directors may maintain insurance for the protection of the Fund’s property, the shareholders, Directors, officers, employees and agents in such amount as the Directors shall deem adequate to cover possible tort liability, and such other insurance as the Directors in their sole judgment shall deem advisable or is required by the 1940 Act.

Section 6.Subrogation. In the event of payment by the Fund to an Indemnitee under the Charter or these Bylaws, the Fund shall be subrogated to the extent of such payment to all of the rights of recovery of the Indemnitee, who shall execute such documents and do such acts as

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the Fund may reasonably request to secure such rights and to enable the Fund effectively to bring suit to enforce such rights.

Article V

STOCK

Section 1.Shares of Stock. Except as otherwise provided in a resolution approved by the Board of Directors, all Shares of the Fund shall be uncertificated Shares.

Section 2.Transfer Agents, Registrars and the Like. The Directors shall have authority to employ and compensate such transfer agents and registrars with respect to the Shares of the Fund as the Directors shall deem necessary or desirable. The transfer agent or transfer agents may keep the applicable register and record therein the original issues and transfers, if any, of the Shares. Any such transfer agents and/or registrars shall perform the duties usually performed by transfer agents and registrars of certificates of stock in a corporation, as modified by the Directors. In addition, the Directors shall have power to employ and compensate such dividend disbursing agents, warrant agents and agents for the reinvestment of dividends as they shall deem necessary or desirable. Any of such agents shall have such power and authority as is delegated to any of them by the Directors.

Section 3.Transfer of Shares. Shares of the Fund shall be transferable in the manner prescribed by the Charter, these Bylaws and applicable binding law. Transfers of Shares shall be made on the books of the Fund, and in the case of certificated Shares, only by the person named in the certificate or by such person’s attorney lawfully constituted in writing and upon the surrender of the certificate therefor, properly endorsed for transfer and payment of all necessary transfer taxes; or, in the case of uncertificated Shares, upon receipt of proper transfer instructions from the registered holder of the Shares or by such person’s attorney lawfully constituted in writing, and upon payment of all necessary transfer taxes and compliance with appropriate procedures for transferring Shares in uncertificated form; provided, however, that such surrender and endorsement, compliance or payment of taxes shall not be required in any case in which the officers of the Fund shall determine to waive such requirement. If any certificated Shares are issued as provided in Section 1 of this Article V, they may be transferred only by the person named in the certificate or by such person’s attorney lawfully constituted in writing and upon the surrender of the certificate therefor, properly endorsed for transfer and payment of all necessary transfer taxes. With respect to certificated Shares, every certificate exchanged, returned or surrendered to the Fund shall be marked “Cancelled,” with the date of cancellation, by the Secretary of the Fund or the transfer agent thereof. No transfer of Shares shall be valid as against the Fund for any purpose until it shall have been entered in the Share records of the Fund by an entry showing from and to whom transferred.

Section 4.Registered Shareholders. The Fund may deem and treat the holder of record of any Shares as the absolute owner thereof for all purposes and shall not be required to take any notice of any right or claim of right of any other person.

Section 5.Register of Shares. A register shall be kept at the offices of the Fund or any transfer agent duly appointed by the Directors under the direction of the Directors which shall

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contain the names and addresses of the shareholders and the number of Shares held by them respectively and a record of all transfers thereof. Separate registers shall be established and maintained for each class or series of Shares. Each such register shall be conclusive as to who are the holders of the Shares of the applicable class or series of Shares and who shall be entitled to receive dividends or distributions or otherwise to exercise or enjoy the rights of shareholders. No shareholder shall be entitled to receive payment of any dividend or distribution, nor to have notice given to such Person as herein provided, until such Person has given their address to a transfer agent or such other officer or agent of the Directors as shall keep the register for entry thereon.

Section 6.Disclosure of Holdings. The holders of Shares or other securities of the Fund shall upon demand disclose to the Directors in writing such information with respect to direct and indirect ownership of Shares or other securities of the Fund as the Directors deem necessary or appropriate.

Section 7.Signatures. Any or all of the signatures on a certificate may be a facsimile. In case any officer, transfer agent or registrar who has signed or whose facsimile signature has been placed upon a certificate shall have ceased to be such officer, transfer agent or registrar before such certificate is issued, it may be issued by the Fund with the same effect as if such person were such officer, transfer agent or registrar at the date of issue.

Section 8.Lost Certificates. The Board of Directors may direct a new certificate to be issued in place of any certificate theretofore issued by the Fund alleged to have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming the certificate of stock to be lost, stolen or destroyed. When authorizing such issue of a new certificate, the Board of Directors may, in its discretion and as a condition precedent to the issuance thereof, require the owner of such lost, stolen or destroyed certificate, or such owner’s legal representative, to advertise the same in such manner as the Board of Directors shall require and/or to give the Fund a bond in such sum as it may direct as indemnity against any claim that may be made against the Fund on account of the alleged loss, theft or destruction of such certificate or the issuance of such new certificate.

Article VI

MISCELLANEOUS

Section 1.Filing. These Bylaws and any amendment or supplement hereto shall be filed in such places as may be required or as the Directors deem appropriate. Each amendment or supplement shall be accompanied by a certificate signed and acknowledged by the Secretary stating that such action was duly taken in a manner provided herein, and shall, upon insertion in the Fund’s minute book, be conclusive evidence of all amendments contained therein.

Section 2.Governing Law. These Bylaws and the rights of all parties and the validity and construction of every provision hereof shall be subject to and construed according to the laws of the state in which the Fund was formed, although such law shall not be viewed as limiting the powers otherwise granted to the Directors hereunder and any ambiguity shall be viewed in favor of such powers.

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Section 3.Provisions in Conflict with Law or Regulation.

(a)The provisions of these Bylaws are severable, and if the Directors shall determine, with the advice of counsel, that any of such provisions is in conflict with the 1940 Act, the regulated investment company provisions of the Code or with other applicable binding laws and regulations, the conflicting provision shall be deemed never to have constituted a part of these Bylaws; provided, however, that such determination shall not affect any of the remaining provisions of these Bylaws or render invalid or improper any action taken or omitted prior to such determination.

(b)If any provision of these Bylaws shall be held invalid or unenforceable in any jurisdiction, such invalidity or unenforceability shall attach only to such provision in such jurisdiction and shall not in any manner affect such provision in any other jurisdiction or any other provision of these Bylaws in any jurisdiction.

Section 4.Control Share Acquisition Act. Pursuant to Sections 3-702(b) and (c)(4) of the MGCL, the Board of Directors has adopted a resolution that the Fund shall be subject to Title 3, Subtitle 7 of the MGCL (the “Maryland Control Share Acquisition Act” or the “Act”), which shall apply to the voting rights of holders of shares of stock of the Fund acquired in a control share acquisition to the extent provided in such provisions of the MGCL. Notwithstanding the foregoing sentence, (1) no holder of shares of stock of the Fund shall be entitled to exercise the rights of an objecting stockholder under Section 3-708 of the MGCL; (2) the Act shall not apply to the voting rights of the holders of any shares of preferred stock of the Fund (but only with respect to such shares); (3) the Act shall not apply to the voting rights of any person acquiring shares of stock of the Fund in a control share acquisition (as defined in the Act) if, prior to the acquisition, the person obtains approval of the Board of Directors exempting the acquisition from the Act specifically, generally, or generally by types, which exemption may include the person and the person’s affiliates or associates or other persons; and (4) to the extent that any provisions of the Act are determined to be inconsistent with the 1940 Act, then any such provisions shall not apply.

Article VII

AMENDMENT OF BYLAWS

Section 1.Amendment and Repeal of Bylaws. The Directors shall have the exclusive power to amend or repeal the Bylaws or adopt new Bylaws at any time. Except as may be required by applicable binding law or the Charter, action by the Directors with respect to the Bylaws shall be taken by an affirmative vote of a majority of the Directors. The Directors shall in no event adopt Bylaws which are in conflict with the Charter, and any inconsistency shall be construed in favor of the related provisions in the Charter.

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MATERIAL AMENDMENTS

BLACKROCK MuniYield California QUALITY Fund, INC.

ARTICLES Supplementary

BlackRock MuniYield California Quality Fund, Inc., a Maryland corporation (the “Company”), hereby certifies to the State Department of Assessments and Taxation of the State of Maryland (the “SDAT”) that:

FIRST:  Under a power contained in Title 3, Subtitle 8 of the Maryland General Corporation Law (the “MGCL”), by resolutions duly adopted by the board of directors of the Company (the “Board”), and notwithstanding any other provision in the Company’s charter or bylaws to the contrary, the Company elects to be subject to Section 3-803 of the MGCL, the repeal of which may be effected only by the means authorized by Section 3-802(b)(3) of the MGCL.

SECOND:  The Company’s election to be subject to Section 3-803 of the MGCL has been approved by the Board in the manner and by the vote required by law.

THIRD:  The undersigned acknowledges these Articles Supplementary to be the corporate act of the Company and, as to all matters or facts required to be verified under oath, the undersigned acknowledges that, to the best of his knowledge, information, and belief, these matters and facts are true in all material respects and that this statement is made under the penalties for perjury.

FOURTH:  These Articles Supplementary shall be effective as of November 18, 2021.

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IN WITNESS WHEREOF, these Articles Supplementary are hereby signed in the name of and have been duly executed, as of the 4th day of November, 2021, on behalf of the Company, by its officer set forth below.

ATTEST:	BLACKROCK MuniYield California QUALITY Fund, INC. a Maryland corporation
By: /s/ Janey Ahn___________________	By: /s/ John Perlowski_______________
Name:  Janey Ahn	Name:  John Perlowski
Title:  Secretary	Title:  Chief Executive Officer

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