Authorization of MRP Shares. The Fund will authorize the creation, issuance, and sale of 2,000 shares of a new series of preferred shares, $0.01 par value per share with a liquidation preference of $25,000 per share, to be designated as “Series A Mandatory Redeemable Preferred Shares” (the “MRP Shares”); provided that in no event shall the aggregate purchase price of the MRP Shares exceed $50,000,000. The MRP Shares will have the terms, rights, preferences, privileges, limitations and restrictions set forth in the Statement of Preferences of Series A Mandatory Redeemable Preferred Shares (the “Statement”) in the form attached hereto as Exhibit 1. A true and correct copy of the Amended and Restated Agreement and Declaration of Trust (the “Original Declaration of Trust” and as supplemented by the Statement, the “Declaration of Trust”) of the Fund as currently in effect has heretofore been furnished to you by the Fund. The MRP Shares will rank, as to preferences on payment of dividends or distribution of assets upon winding up, liquidation, or dissolution, on a parity with shares of any other series of Preferred Shares of the Fund and prior to any and all of the Common Shares or of any other class of shares of beneficial interest of the Fund ranking junior to the Preferred Shares. Certain capitalized and other terms used in this Agreement are defined in Schedule B; and references to a “Schedule” or an “Exhibit” are, unless otherwise specified, to a Schedule or an Exhibit attached to this Agreement.
Authorization of MRP Shares
