AVK Advent Convertible and Income Fund

Agreement and Declaration of Trust of Registrant(1)

(ii)

Certificate of Amendment to the Agreement and Declaration of Trust of Registrant, dated September 20, 2005(5)

(iii)

Certificate of Amendment to the Agreement and Declaration of Trust of Registrant, dated June 18, 2019(5)

(b)

Fourth Amended and Restated By-Laws of Registrant(*)

(c)

Not applicable

(d)

Not applicable

(e)

Dividend Reinvestment Plan of Registrant(2)

(f)

Not applicable

(g)

Investment Management Agreement between Registrant and Advent Capital Management, LLC(2)

(h)

Form of Underwriting/Sales/Dealer Manager Agreement(+)

(i)

Not applicable

(j)

Custodian Agreement between the Registrant and The Bank of New York Mellon, dated May 2, 2003(3)

(ii)

Foreign Custody Manager Agreement between the Registrant and The Bank of New York Mellon, dated May 2, 2003(3)

(k)

(i)(1)

Transfer Agency and Service Agreement between the Registrant and Computershare Inc., dated December 1, 2015(3)

(2)

Fee and Service Schedule for Stock Transfer Services between the Registrant and Computershare Inc., dated December 1, 2015(3)

(3)

First Amendment to the Transfer Agency and Service Agreement between Registrant and Computershare Inc., dated March 20, 2017(3)

(ii)

(1)

Fund Administration Agreement between Registrant and MUFG Investor Services (US) LLC, dated June 20, 2013(3)

(2)

Amendment to the Fund Administration Agreement between the Registrant and MUFG Investor Services (US), LLC, dated September 28, 2016(3)

(iii)

(1)

Fund Accounting Agreement between the Registrant and The Bank of New York Mellon, dated May 2, 2003(3)

(2)

Addendum to the Fund Accounting Agreement between the Registrant and The Bank of New York Mellon, dated June 20, 2003(3)

(iv)

Servicing Agreement between the Registrant and Guggenheim Funds Distributors, LLC, dated March 18, 2018(3)

(l)

Opinion and Consent of Skadden, Arps, Slate, Meagher & Flom LLP(*)

(m)

Not applicable

(n)

Consent of PricewaterhouseCoopers LLP(*)

(o)

Not applicable

(p)

Subscription Agreement(2)

(q)

Not applicable

(r)

Code of Ethics of the Registrant(5)

(ii)

Code of Ethics of the Adviser(5)

(s)

Calculation of Filing Fee Table(*)

(t)

Power of Attorney(5)

(z)

Form of Prospectus Supplement for Common Shares Offering(5)

(iii)

Form of Prospectus Supplement for Common Rights Offering(5)

___________

(*) Filed herewith.

(**) To be filed by pre-effective amendment.

(+) To be filed by post-effective amendment.

(1)

Incorporated by reference to Pre-Effective Amendment No. 1 to Registrant’s Registration Statement on Form N-2 (File Nos. 333-103329 and 811-21309) filed on April 3, 2003.

(2)

Incorporated by reference to Pre-Effective Amendment No. 2 to Registrant’s Registration Statement on Form N-2 (File Nos. 333-103329 and 811-21309) filed on April 28, 2003.

(3)

Incorporated by reference to Registrant’s Registration Statement on Form N-14 (File No. 333-224258) filed on April 12, 2018.

(4)

Incorporated by reference to Registrant’s Current Report on Form 8-K (File No. 811-21309) filed on November 4, 2019.

(5)

Incorporated by reference to Registrant's Registration Statement on Form N-2 (File Nos. 333-280964 and 811-21309) filed on July 23, 2024.

Item 26. Marketing Arrangements

Reference is made to Exhibit (h) to this Registration Statement to be filed by post-effective amendment.

Item 27. Other Expenses of Issuance and Distribution

The following table sets forth the estimated expenses to be incurred in connection with the offering described in this Registration Statement:

Printer/Edgar Filer	$20,000
Legal Counsel	$250,000
NYSE Fee	$40,500
SEC Fees	$22,140
FINRA Fees	$23,000
Independent Registered Public Accounting Firm	$140,000
Miscellaneous	$64,500
Total	$560,140

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Item 28. Persons Controlled by or Under Common Control with Registrant

None

Item 29. Number of Holders of Securities

Title of Class	Number of Record Shareholders as of July 31, 2024

Common shares of beneficial interest, par value $0.001 per share	94

Item 30. Indemnification

Reference is made to Article V of the Registrant’s Amended and Restated Agreement and Declaration of the Registrant, which provides as follows:

5.1 No Personal Liability of Shareholders, Trustees, etc. No Shareholder of the Trust shall be subject in such capacity to any personal liability whatsoever to any Person in connection with Trust Property or the acts, obligations or affairs of the Trust. Shareholders shall have the same limitation of personal liability as is extended to stockholders of a private corporation for profit incorporated under the Delaware General Corporation Law. No Trustee or officer of the Trust shall be subject in such capacity to any personal liability whatsoever to any Person, save only liability to the Trust or its Shareholders arising from bad faith, willful misfeasance, gross negligence or reckless disregard for his duty to such Person; and, subject to the foregoing exception, all such Persons shall look solely to the Trust Property for satisfaction of claims of any nature arising in connection with the affairs of the Trust. If any Shareholder, Trustee or officer, as such, of the Trust, is made a party to any suit or proceeding to enforce any such liability, subject to the foregoing exception, he shall not, on account thereof, be held to any personal liability. Any repeal or modification of this Section 5.1 shall not adversely affect any right or protection of a Trustee or officer of the Trust existing at the time of such repeal or modification with respect to acts or omissions occurring prior to such repeal or modification.

5.2 Mandatory Indemnification. (a) The Trust hereby agrees to indemnify each person who at any time serves as a Trustee or officer of the Trust (each such person being an “indemnitee”) against any liabilities and expenses, including amounts paid in satisfaction of judgments, in compromise or as fines and penalties, and reasonable counsel fees reasonably incurred by such indemnitee in connection with the defense or disposition of any action, suit or other proceeding, whether civil or criminal, before any court or administrative or investigative body in which he may be or may have been involved as a party or otherwise or with which he may be or may have been threatened, while acting in any capacity set forth in this Article V by reason of his having acted in any such capacity, except with respect to any matter as to which he shall not have acted in good faith in the reasonable belief that his action was in the best interest of the Trust or, in the case of any criminal proceeding, as to which he shall have had reasonable cause to believe that the conduct was unlawful; provided, however, that 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 his position (the conduct referred to in such clauses (i) through (iv) being sometimes referred to herein as “disabling conduct”). Notwithstanding the foregoing, 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 (1) was authorized by a majority of the Trustees or (2) 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. The rights to indemnification set forth in this Declaration shall continue as to a person who has ceased to be a Trustee or officer of the Trust and shall inure to the benefit of his or her heirs, executors and personal and legal representatives. No amendment or restatement of this Declaration or repeal of any of its provisions shall limit or eliminate any of the benefits provided to any person who at any time is or was a Trustee or officer of the Trust or otherwise entitled to indemnification hereunder in respect of any act or omission that occurred prior to such amendment, restatement or repeal.

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(b) Notwithstanding the foregoing, 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 (1) a majority vote of a quorum of those Trustees who are neither “interested persons” of the Trust (as defined in Section 2(a)(19) of the 1940 Act) nor parties to the proceeding (“Disinterested Non-Party Trustees”), that the indemnitee is entitled to indemnification hereunder, or (2) if such quorum is not obtainable or even if obtainable, if such majority so directs, independent legal counsel in a written opinion concludes that the indemnitee should be entitled to indemnification hereunder. All determinations to make advance payments in connection with the expense of defending any proceeding shall be authorized and made in accordance with the immediately succeeding paragraph (c) below.

(c) The Trust shall make advance payments in connection with the expenses of defending any action with respect to which indemnification might be sought hereunder if the Trust receives a written affirmation by the indemnitee of the indemnitee’s good faith belief that the standards of conduct necessary for indemnification have been met and a written undertaking to reimburse the Trust unless it is subsequently determined that the indemnitee is entitled to such indemnification and if a majority of the Trustees determine that the applicable standards of conduct necessary for indemnification appear to have been met. In addition, at least one of the following conditions must be met: (i) the indemnitee shall provide adequate security for his undertaking, (ii) the Trust shall be insured against losses arising by reason of any lawful advances, or (iii) a majority of a quorum of the Disinterested Non-Party Trustees, or if a majority vote of such quorum so direct, independent legal counsel in a written opinion, shall conclude, based on a review of readily available facts (as opposed to a full trial-type inquiry), that there is substantial reason to believe that the indemnitee ultimately will be found entitled to indemnification.

(d) The rights accruing to any indemnitee under these provisions shall not exclude any other right which any person may have or hereafter acquire under this Declaration, the By-Laws of the Trust, any statute, agreement, vote of stockholders or Trustees who are “disinterested persons” (as defined in Section 2(a)(19) of the 1940 Act) or any other right to which he or she may be lawfully entitled.

(e) Subject to any limitations provided by the 1940 Act and this Declaration, the Trust 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 Trust or serving in any capacity at the request of the Trust to the full extent corporations organized under the Delaware General Corporation Law may indemnify or provide for the advance payment of expenses for such Persons; provided that such indemnification has been approved by a majority of the Trustees.

5.3 No Bond Required of Trustees. No Trustee shall, as such, be obligated to give any bond or other security for the performance of any of his duties hereunder.

5.4 No Duty of Investigation; Notice in Trust Instruments, etc. No purchaser, lender, transfer agent or other person dealing with the Trustees or with any officer, employee or agent of the Trust shall be bound to make any inquiry concerning the validity of any transaction purporting to be made by the Trustees or by said officer, employee or agent or be liable for the application of money or property paid, loaned, or delivered to or on the order of the Trustees or of said officer, employee or agent. Every obligation, contract, undertaking, instrument, certificate, Share, other security of the Trust, and every other act or thing whatsoever executed in connection with the Trust shall be conclusively taken to have been executed or done by the executors thereof only in their capacity as Trustees under this Declaration or in their capacity as officers, employees or agents of the Trust. The Trustees may maintain insurance for the protection of the Trust Property, its Shareholders, Trustees, officers, employees and agents in such amount as the Trustees shall deem adequate to cover possible tort liability, and such other insurance as the Trustees in their sole judgment shall deem advisable or is required by the 1940 Act.

5.5 Reliance on Experts, etc. Each Trustee and officer or employee of the Trust shall, in the performance of its 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 Trust, upon an opinion of counsel, or upon reports made to the Trust by any of the Trust’s officers or employees or by any advisor, administrator, manager, distributor, selected dealer, accountant, appraiser or other expert or consultant selected with reasonable care by the Trustees, officers or employees of the Trust, regardless of whether such counsel or expert may also be a Trustee.

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Reference is made to Section 8 and Section 9 of the Investment Management Agreement, between the Registrant and the Adviser, as filed as Exhibit (g) hereto.

Insofar as indemnification for liability arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.

Item 31. Business and Other Connections of the Adviser

Advent Capital Management, LLC, a limited liability company organized under the laws of Delaware, acts as investment adviser to the Registrant. The Registrant is fulfilling the requirement of this Item 31 to provide a list of the officers and directors of the Adviser, together with information as to any other business, profession, vocation or employment of a substantial nature engaged in by the Adviser or those officers and directors during the past two years, by incorporating by reference the information contained in the Form ADV of the Adviser filed with the commission pursuant to the Investment Advisers Act of 1940 (Commission File No. 801-60263).

Item 32. Location of Accounts and Records

The Fund’s accounts, books, and other documents are currently located at the offices of Advent Capital Management, LLC, 888 Seventh Avenue, 31st Floor, New York, New York 10019, at the offices of The Bank of New York, 101 Barclay Street, New York, New York 10286 and at the offices of Guggenheim Funds Distributors, LLC, 227 West Monroe Street, 7th Floor, Chicago, Illinois 60606.

Item 33. Management Services

Not applicable.

Item 34. Undertakings

Not applicable.

2. Not applicable.

3. Registrant undertakes:

(a)

to file, during any period in which offers or sales are being made, a post-effective amendment to the registration statement:

(1) to include any prospectus required by Section 10(a)(3) of the Securities Act;

(2) to reflect in the prospectus any facts or events after the effective date of the registration statement (or the most recent post- effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20% change in the maximum aggregate offering price

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set forth in the “Calculation of Filing Fee Tables” in the effective registration statement; and

(3) to include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement.

Provided, however, that paragraphs a(1), a(2), and a(3) of this section do not apply if the registration statement is filed pursuant to General Instruction A.2 of this Form and the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the Registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference into the registration statement, or is contained in a form of prospectus filed pursuant to Rule 424(b) that is part of the registration statement.

(b)

that, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of those securities at that time shall be deemed to be the initial bona fide offering thereof;

(c)

to remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering;

(d)

that, for the purpose of determining liability under the Securities Act to any purchaser:

(1) if the Registrant is relying on Rule 430B

(A) Each prospectus filed by the Registrant pursuant to Rule 424(b)(3) shall be deemed to be part of the registration statement as of the date the filed prospectus was deemed part of and included in the registration statement; and

(B) Each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5), or (b)(7) as part of a registration statement in reliance on Rule 430B relating to an offering made pursuant to Rule 415(a)(1)(i), (x), or (xi) for the purpose of providing the information required by Section 10(a) of the Securities Act shall be deemed to be part of and included in the registration statement as of the earlier of the date such form of prospectus is first used after effectiveness or the date of the first contract of sale of securities in the offering described in the prospectus. As provided in Rule 430B, for liability purposes of the issuer and any person that is at that date an underwriter, such date shall be deemed to be a new effective date of the registration statement relating to the securities in the registration statement to which that prospectus relates, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such effective date, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such effective date; or

(2) If the Registrant is subject to Rule 430C: Each prospectus filed pursuant to Rule 424(b) under the Securities Act as part of a registration statement relating to an offering, other than registration statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A, shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness. Provided,

C-vi

however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use.

(e)

that for the purpose of determining liability of the Registrant under the Securities Act to any purchaser in the initial distribution of securities:

The undersigned Registrant undertakes that in a primary offering of securities of the undersigned Registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned Registrant will be a seller to the purchaser and will be considered to offer or sell such securities to the purchaser:

(1) any preliminary prospectus or prospectus of the undersigned Registrant relating to the offering required to be filed pursuant to Rule 424 under the Securities Act;

(2) free writing prospectus relating to the offering prepared by or on behalf of the undersigned Registrant or used or referred to by the undersigned Registrants;

(3) the portion of any other free writing prospectus or advertisement pursuant to Rule 482 under the Securities Act relating to the offering containing material information about the undersigned Registrant or its securities provided by or on behalf of the undersigned Registrant; and

(4) any other communication that is an offer in the offering made by the undersigned Registrant to the purchaser.

Registrant undertakes that, for the purpose of determining any liability under the Securities Act of 1933, the information omitted from the form of prospectus filed as part of the Registration Statement in reliance upon Rule 430A and contained in the form of prospectus filed by the Registrant pursuant to Rule 424(b)(1) will be deemed to be a part of the Registration Statement as of the time it was declared effective.

Registrant undertakes that, for the purpose of determining any liability under the Securities Act of 1933, each post-effective amendment that contains a form of prospectus will be deemed to be a new Registration Statement relating to the securities offered therein, and the offering of such securities at that time will be deemed to be the initial bona fide offering thereof.

Registrant undertakes that, for the purpose of determining any liability under the Securities Act of 1933, each filing of the Registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 that is incorporated by reference into the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

Not applicable.

Registrant undertakes to send by first class mail or other means designed to ensure equally prompt delivery, within two business days of receipt of a written or oral request, any Statement of Additional Information constituting Part B of this Registration Statement.

C-vii

SIGNATURES

As required by the Securities Act of 1933, as amended, and the Investment Company Act of 1940, as amended, this Registration Statement has been signed on behalf of the Registrant, in the City of New York, State of New York, on the 29th day of August, 2024.

ADVENT CONVERTIBLE AND INCOME FUND

By: _/s/ Tracy V. Maitland__________________

Tracy V. Maitland

President and Chief Executive Officer

As required by the Securities Act of 1933, as amended, this Registration Statement has been signed below by the following persons in the capacities set forth below on the 29th day of August, 2024.

Principal Executive Officer:

/s/ Tracy V. Maitland_________ Tracy V. Maitland		Trustee, President and Chief Executive Officer
Principal Financial Officer:

/s/ Robert White_________ Robert White		Chief Financial Officer and Treasurer
Trustees:
*________ Randall C. Barnes		Trustee
*_________ Daniel L. Black		Trustee
*_________ Derek Medina		Trustee
*_________ Ronald A. Nyberg		Trustee
*________ Gerald L. Seizert		Trustee
*________ Michael A. Smart		Trustee
*_________ Nancy E. Stuebe		Trustee

Signed by Tony Huang, an attorney-in-fact, pursuant to a power of attorney filed herewith.

By: /s/ Tony Huang_________

Tony Huang
Attorney-In-Fact
August 29, 2024

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Exhibit List

(b)	Fourth Amended and Restated By-Laws of Registrant

(l)	Opinion and Consent of Skadden, Arps, Slate, Meagher & Flom LLP
(n)	Consent of Independent Registered Public Accounting Firm
(s)	Calculation of Filing Fee Table

FOURTH AMENDED AND RESTATED

BY-LAWS

Advent Convertible and Income Fund

TABLE OF CONTENTS

ARTICLE I Shareholder Meetings

Section 1.1 Chairman	3
Section 1.2 Proxies; Voting	3
Section 1.3 Fixing Record Dates	4
Section 1.4 Inspectors of Election	4
Section 1.5 Records at Shareholder Meetings	4
Section 1.6 Notice of Shareholder Business and Nominations	5
Section 1.7 Special Shareholders Meetings	16
Section 1.8 Conduct of Meetings.	17
Section 1.9 Adjourned Meeting	18

ARTICLE II Trustees

Section 2.1 Annual and Regular Meetings	19
Section 2.2 Chairman	19
Section 2.3 Qualifications	19
Section 2.4 Standard of Care	22
Section 2.5 Governance	22
Section 2.6 Records	22

ARTICLE III Officers

Section 3.1 Officers of the Trust	22
Section 3.2 Election and Tenure	22
Section 3.3 Removal of Officers	23
Section 3.4 Bonds and Surety	23
Section 3.5 President, and Vice Presidents	23
Section 3.6 Secretary	23
Section 3.7 Treasurer	24
Section 3.8 Other Officers and Duties	24

ARTICLE IV Miscellaneous

Section 4.1 Depositories	24
Section 4.2 Signatures	24
Section 4.3 Seal	24
Section 4.4 Disclosure of Holdings	25
Section 4.5 Governing Law	25
Section 4.6 Provisions in Conflict with Law or Regulations	25

ARTICLE V Stock Transfers

Section 5.1 Transfer Agents, Registrars and the Like	25
Section 5.2 Transfer of Shares	25
Section 5.3 Registered Shareholders	26

ARTICLE VI Amendment of By-Laws

Section 6.1 Amendment and Repeal of By-Laws	26

ARTICLE VII CHOICE OF FORUM PROVISION

Section 7.1 Forum for Adjudication of Certain Disputes	26

Advent Convertible and Income Fund

FOURTH AMENDED AND RESTATED BY-LAWS

These Fourth Amended and Restated By-Laws are made and adopted pursuant to Section 3.9 of the Agreement and Declaration of Trust establishing Advent Convertible and Income Fund dated as of February 19, 2003, as from time to time amended (hereinafter called the “Declaration”).

All words and terms capitalized in these By-Laws and not defined herein shall have the meaning or meanings set forth for such words or terms in the Declaration.

As used in these By-Laws, the following term shall have the meanings ascribed to them:

“12(d) Holder” shall mean any investment fund (as defined herein) or any company or companies controlled by such investment fund which in the aggregate own beneficially or of record (A) more than three percent (3%) of the outstanding voting Shares of the Trust, (B) securities issued by the Trust having an aggregate value in excess of five percent (5%) of the total assets of such investment fund and any company or companies controlled by such investment fund, (C) securities issued by the Trust and by all other investment funds having an aggregate value in excess of ten percent (10%) of the total assets of the investment fund making such investment and any company or companies controlled by the investment fund making such investment, or (D) together with other investment funds having the same investment adviser and companies controlled by such investment funds, more than ten percent (10%) of the total outstanding Shares of the Trust (an investment fund 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), but excluding any investment fund managed by the Trust’s investment adviser or servicing agent or an investment adviser in a control relationship with the Trust’s investment adviser or servicing agent, being referred to as a “12(d) Holder”).

“5% Holder” shall mean an affiliated person of another person within the meaning of section 2(a)(3)(A) or section 2(a)(3)(B) of the 1940 Act.

“beneficial owner” of a security shall mean any Person who, directly or indirectly, through any contract, arrangement, understanding, relationship or otherwise (A) has or shares: (1) voting power which includes the power to vote, or to direct the voting of, such security; and/or, (2) investment power which includes the power to dispose, or to direct the disposition, of such security or (B) owns, controls or holds with power to vote such security. A Person shall be deemed to be the beneficial owner of shares if that Person has the right to acquire beneficial ownership of such shares at any time, whether or not within sixty days of the date of such determination. “Beneficially own,” “own beneficially” and related terms shall have correlative meaning.

“control” shall mean the power to exercise a controlling influence over a Person, which in the case of a company means the power to exercise a controlling influence over the management or policies of such company, unless such power is solely the result of an official position with such company.

“control relationship” with respect to any Person shall mean control over such Person, being controlled by such Person or being under common control with such Person.

“director” shall mean any director of a corporation or any Person performing similar functions with respect to any organization, whether incorporated or unincorporated, including any natural Person who is a member of a board of trustees of any organization that is a statutory or common-law trust.

“Disclosable Relationship” with respect to another Person means (A) the existence at any time during the current calendar year or at any time within the two most recently completed calendar years of any agreement, arrangement, understanding (whether written or oral) or practice, including the sharing of information, decisions or actions, of a Person with such other Person with respect to the Trust or Shares, (B) the beneficial ownership of securities of any Person known by such Person to beneficially own Shares and of which such Person knows such other Person also beneficially owns any securities, (C) sharing beneficial ownership of any securities with such other Person, (D) being an immediate family member of such other Person, (E) the existence at any time during the current calendar year or at any time within the two most recently completed calendar years of a material business or professional relationship with such other Person or with any Person of which such other Person is a 5% Holder, officer, director, trustee, general partner, manager, managing member or employee or (F) controlling, being controlled by or being under common control with such other Person.

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

“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).

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

“investment fund” shall mean any collective investment vehicle, including the Trust, primarily engaged in the business of investing in "investment securities" (as defined in the 1940 Act).

“nominated or seated” shall have the meaning set forth in Section 2.3 of these By-Laws.

“Proposed Nominee” shall have the meaning set forth in Section 1.6(a)(iv)(c) of these By-Laws.

“Proposed Nominee Associate” of any Proposed Nominee shall mean any Person who has a Disclosable Relationship with such Proposed Nominee.

“public announcement” shall include, but not be limited to, disclosure in a press release reported by the Dow Jones News Service, Associated Press or other national news service or in a document publicly filed by the Trust with the Securities and Exchange Commission pursuant to Section 13, 14 or 15(d) of the Exchange Act.

“Questionnaire” shall mean the Trust’s form of annual trustee questionnaire, as supplemented from time to time, containing questions intended to, among other things, identify and evaluate potential conflicts of interest, obtain information needed to prepare regulatory filings, including registration statements, annual reports and proxy statements, determine whether a Trustee or a trustee nominee is an “interested person” of the Trust (as defined in section 2(a)(19) of the 1940 Act), update records, and otherwise comply with any applicable laws and regulations.

“Shareholder Associate” of any Shareholder or beneficial owner of Shares shall mean any Person who has a Disclosable Relationship with such Shareholder or beneficial owner.

“Special Meeting Request” shall have the meaning set forth in Section 1.7(b) of these By-Laws.

ARTICLE I

Shareholder Meetings

Section 1.1 Chairman. The Trustees may designate a chairman for a meeting of the Shareholders in advance of the meeting, or may delegate the determination of the chairman for the meeting to any one or more of the Trust’s officers. Absent any such designation or delegation, the Chairman, if any, shall act as chairman at all meetings of the Shareholders and in the Chairman’s absence, the Trustee or Trustees present at such meeting may elect a chairman for the meeting, who may be, but is not required to be, a Trustee. The chairman for the meeting, whether it be the Chairman or some other individual designated in accordance with this Section 1.1, may preside at the meeting via teleconference or videoconference.

Section 1.2 Proxies; Voting.

(a) Shareholders may vote either in person or by duly executed proxy and each full share represented at the meeting shall have one vote, all as provided in Article 10 of the Declaration.

(b) Subject to any provision of applicable law, the Declaration, these By-Laws or a resolution of the Trustees specifying a greater or a lesser vote requirement for the transaction of any item of business at any meeting of Shareholders, an affirmative Majority Shareholder Vote shall be the act of the Shareholders with respect to any proposal of business brought before a meeting of Shareholders pursuant to Section

1.6(a)(i)(C) of these By-Laws or Rule 14a-8 under the Exchange Act (or any successor provision of law).

Section 1.3 Fixing Record Dates. For the purpose of determining the Shareholders who are entitled to notice of or to vote or act at any meeting, including any adjournment or postponement thereof, or who are entitled to participate in any dividends, or for any other proper purpose, the Trustees may from time to time, without closing the transfer books, fix a record date in the manner provided in Section 10.3 of the Declaration. If the Trustees do not prior to any meeting of Shareholders so fix a record date or close the transfer books, then the date on which mailing of notice of the meeting is commenced or the date upon which the dividend resolution is adopted, as the case may be, shall be the record date.

Section 1.4 Inspectors of Election. In advance of any meeting of Shareholders, the Trustees may appoint Inspectors of Election to act at the meeting or any adjournment or postponement thereof. If Inspectors of Election are not so appointed, the chairman, if any, of any meeting of Shareholders may appoint Inspectors of Election of the meeting. The number of Inspectors of Election shall be either one or three. In case any person appointed as Inspector of Election fails to appear or fails or refuses to act, the vacancy may be filled by appointment made by the Trustees in advance of the convening of the meeting or at the meeting by the chairman of the meeting. The Inspectors of Election shall determine the number of Shares outstanding, the Shares represented at the meeting, the existence of a quorum, the authenticity, validity and effect of proxies, shall receive votes, ballots or consents, shall hear and determine all challenges and questions in any way arising in connection with the right to vote, shall count and tabulate all votes or consents, determine the results, and do such other acts as may be proper to conduct the election or vote with fairness to all Shareholders. If there are three Inspectors of Election, the decision, act or certificate of a majority is effective in all respects as the decision, act or certificate of all. On request of the chairman, if any, of the meeting, the Inspectors of Election shall make a report in writing of any challenge or question or matter determined by them and shall execute a certificate of any facts found by them.

Section 1.5 Records at Shareholder Meetings. At each meeting of the Shareholders, there shall be made available for inspection at a convenient time and place during normal business hours, if requested by Shareholders for a purpose germane to the meeting, the minutes of the last previous Annual or Special Meeting of Shareholders of the Trust and a list of the Shareholders of the Trust, as of the record date of the meeting or the date of closing of transfer books, as the case may be. Such list of Shareholders shall contain the name and the address of each Shareholder in alphabetical order and the number of Shares owned by such Shareholder, and shall not be required to contain any other information. Any determination made by the Trustees, or by the Trust’s officers pursuant to delegated authority, as to the convenience of any such time and place, or as to whether any such request is for a purpose germane to the meeting, shall be deemed conclusive and any Shareholder challenging such determination shall have the burden of proving that the Trustees or the officers, as the case may be, acted in bad faith in making any such determination.

Shareholders shall have such other rights of inspection of the books and records of the Trust as are granted to shareholders of a Delaware business corporation pursuant to section 220 of the Delaware General Corporation Law (or any successor provision of law), subject to the procedures and requirements applicable to shareholders of a Delaware business corporation pursuant to section 220 of the Delaware General Corporation Law (or any successor provision of law); provided, however, that (i) the Trustees or the officers may require any Person to whom access to the Trust’s books and records is granted to enter into a confidentiality agreement on terms acceptable to the Trustees or the officers in their sole discretion; (ii) the Trustees or the officers may require any Person to whom access to the Trust’s books and records is granted to pay the reasonable expenses associated with providing any such books and records for inspection; (iii) any such inspection shall be conducted during normal business hours at the Trust’s principal place of business or at such other location or during such other hours as the Trustees or the officers, in their sole discretion, may direct; and (iv) any determinations made by the Trustees or the officers related to a request to inspect the Trust’s books and records pursuant to the foregoing, including, but not limited to, whether such request is for a proper purpose, shall be conclusive and any Shareholder challenging such determination shall have the burden of proving that the Trustees or the officers, as the case may be, acted in bad faith in making any such determination.

Section 1.6 Notice of Shareholder Business and Nominations.

(a) Annual Meetings of Shareholders.

(i) Nominations of individuals for election as a Trustee of the Trust and the proposal of other business to be considered by the Shareholders may be made at an annual meeting of Shareholders only as set forth in this Section 1.6, and only:

(A) pursuant to the Trust’s notice of meeting (or any supplement thereto) given by or at the direction of the Board of Trustees or any duly authorized committee thereof,

(B) otherwise by or at the direction of the Board of Trustees or any duly authorized committee thereof,

(C) by any one or more Shareholders of the Trust who (i) at the date of the giving of the notice provided for in this Section 1.6(a)(i)(C), individually or in the aggregate, hold of record at least 3% of the Shares entitled to vote at the meeting on such election and have held such Shares continuously for at least one year, and continuously hold such Shares through and including the time of the annual meeting (including any adjournment or postponement thereof), (ii) are each a Shareholder of the Trust at the time the notice provided for in this Section 1.6(a)(i)(C) is delivered to the Secretary of the Trust, on the record date for the determination of Shareholders entitled to notice of and to vote at such annual meeting of Shareholders, and through and including

the time of the annual meeting (including any adjournment or postponement thereof), (iii) are each entitled to make nominations or proposals and to vote at the meeting and (iv) comply with the notice procedures set forth in these By-Laws, or

(D) with respect to business other than a nomination, by Shareholder that has notified the Trust of his, her or its intention to present a proposal at the annual meeting in compliance with Rule 14a-8 promulgated under the Exchange Act (or any successor provision of law) and which proposal has been included in a proxy statement that has been prepared by the Trust to solicit proxies for such annual meeting of shareholders.

(ii) For any nominations or other business to be properly brought before an annual meeting by a Shareholder pursuant to Section 1.6(a)(i)(C), the Shareholder must have given timely notice thereof in proper written form to the Secretary of the Trust and any such proposed business (other than the nominations of individuals for election to the Trust) must constitute a proper matter for Shareholder action.

(iii) To be timely:

(A) except as provided in subsection (B), a Shareholder’s notice shall be delivered to the Secretary of the Trust at the principal executive offices of the Trust (x) not earlier than the close of business on the one hundred fiftieth (150th) day prior to the first anniversary of the preceding year’s annual meeting and (y) not later than the close of business on the one hundred twentieth (120th) day prior to the first anniversary of the preceding year’s annual meeting;

(B) in the event that the date of the annual meeting is more than thirty (30) days before or more than seventy (70) days after the first anniversary of the preceding year’s annual meeting, a Shareholder’s notice shall be delivered to the Secretary of the Trust at the principal executive offices of the Trust (x) not earlier than the close of business on the one hundred fiftieth (150th) day prior to the annual meeting, and (y) not later than the close of business on the later of (i) the one hundred twentieth (120th) day prior to the annual meeting or (ii) the tenth (10th) day following the day on which public announcement of the date of the annual meeting is first made by the Trust.

In no event shall the public announcement or announcement at the meeting of an adjournment or postponement of an annual meeting commence a new time period (or extend any time period) for the giving of a Shareholder’s notice as described above.

(iv) To be in proper written form, such Shareholder’s notice shall set forth:

(A) as to any business that the Shareholder proposes to bring before the meeting, a brief description of the business desired to be brought before the meeting, the text of the proposal or business (including the text of any resolutions proposed for consideration), the reasons for conducting such business at the meeting and any material interest in such business of such Shareholder and the beneficial owner, if any, on whose behalf the proposal is made; and

(B) as to the Shareholder giving the notice and the beneficial owner, if any, on whose behalf the nomination or proposal is made:

(1) the name and address of such Shareholder, as they appear on the Trust’s books, and of such beneficial owner,

(2) the class or series and number of Shares which are owned beneficially and of record by such Shareholder and such beneficial owner and their respective Shareholder Associates,

(3) the name of each nominee holder of Shares owned beneficially but not of record by such Shareholder and such beneficial owner and their respective Shareholder Associates, and the number of such Shares held by each such nominee holder,

(4) a description of any agreement, arrangement or understanding (whether written or oral) with respect to the nomination or proposal between or among such Shareholder and such beneficial owner, any of their respective Shareholder Associates, and any others Person or Persons, including the Proposed Nominee (including their names) in connection with the proposal of such business and any material interest of such Person or any Shareholder Associate of such Person, in such business, including any anticipated benefit therefrom to such Person, or any Shareholder Associate of such Person,

(5) a description of any agreement, arrangement or understanding, whether written or oral (including any derivative or short positions, profit interests, options, warrants, stock appreciation or similar rights, hedging transactions, and borrowed or loaned shares), that has been entered into

as of the date of the Shareholder’s notice by, or on behalf of, such Shareholder and such beneficial owners or their respective Shareholder Associates, the effect or intent of which is to mitigate loss to, manage risk or benefit of share price changes for, or increase or decrease the voting power of, such Shareholder or such beneficial owner or their respective Shareholder Associates, with respect to Shares of the Trust,

(6) a description of all commercial and professional relationships and transactions between or among such Shareholder and such beneficial owners or their respective Shareholder Associates, and any other Person or Persons known to such Shareholder and such beneficial owners or their respective Shareholders Associate to have a material interest in the matter that is the subject of such notice,

(7) a representation that the Shareholder is a holder of record of Shares of the Trust entitled to vote at such meeting and intends to appear in person or by proxy at the meeting to propose such business or nomination,

(8) a representation whether the Shareholder or the beneficial owner, if any, intends or is part of a group which intends (a) to deliver a proxy statement and/or form of proxy to holders of at least the percentage of the Trust’s outstanding Shares required to approve or adopt the proposal or elect the nominee and/or (b) otherwise to solicit proxies from Shareholders in support of such proposal or nomination, and

(9) any other information relating to such Shareholder and such beneficial owner 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 and the rules and regulations promulgated thereunder, whether or not the Shareholder submitting the notice intends to deliver a proxy statement or solicit proxies.

(C) As to each individual whom the Shareholder proposes to nominate for election as a Trustee (a “Proposed Nominee”) and each Proposed Nominee Associate of such Proposed Nominee:

(1) the name, age, business address and residence address of such Proposed Nominee and each Proposed Nominee Associate of such Proposed Nominee,

(2) the principal occupation or employment of such Proposed Nominee during the past five years,

(3) other directorships, trusteeships or comparable positions held during the past five years,

(4) the class or series and number of Shares which are owned beneficially and of record by such Proposed Nominee and each Proposed Nominee Associate of such Proposed Nominee,

(5) the name of each nominee holder of Shares owned beneficially but not of record by such Proposed Nominee and each Proposed Nominee Associate of such Proposed Nominee, and the number of such Shares held by each such nominee holder,

(6) a description of any agreement, arrangement or understanding, whether written or oral (including any derivative or short positions, profit interests, options, warrants, stock appreciation or similar rights, hedging transactions, and borrowed or loaned shares), that has been entered into as of the date of the Shareholder’s notice by, or on behalf of, such Proposed Nominee and each Proposed Nominee Associate of such Proposed Nominee, the effect or intent of which is to mitigate loss to, manage risk or benefit of share price changes for, or increase or decrease the voting power of, such Proposed Nominee and each Proposed Nominee Associate of such Proposed Nominee, with respect to Shares of the Trust,

(7) a description of all agreements, arrangements, or understandings (whether written or oral) between such Proposed Nominee and any Proposed Nominee Associate of such Proposed Nominee related to such nomination or any, and any material interest of such Proposed Nominee Associate in, such nomination, including any anticipated benefit therefrom to such Proposed Nominee Associate,

(8) a description of all agreements, arrangements, or understandings (whether written or oral) between such Proposed Nominee or any Proposed Nominee Associate of such Proposed Nominee and the nominating Shareholder or any Shareholder Associate of such nominating Shareholder related to such nomination, including with respect to the voting of any matters to come before the Board or any anticipated benefit therefrom to the Proposed Nominee of any Proposed Nominee Associate of such Proposed Nominee,

(9) a description of all commercial and professional relationships and transactions between or among such Proposed Nominee or any Proposed Nominee Associate, and any other Person or Persons known to such Proposed Nominee or Proposed Nominee Associate to have a material interest in such nomination,

(10) a representation as to whether such Proposed Nominee is an “interested person,” as defined under Section 2(a)(19) of the 1940 Act, together with information regarding such individual that is sufficient, in the discretion of the Board of Trustees or any committee thereof, to examine such representation,

(11) a representation as to whether such Proposed Nominee meets all applicable legal requirements relevant to service as a Trustee, including, but not limited to, the rules adopted by the principal listing exchange (if any) upon which Shares are listed, Rule 10A-3 under the Exchange Act, Article 2-01 of Regulation S-X under the Exchange Act (17 C.F.R. § 210.2-01) (with respect to the Trust’s independent registered public accounting firm) and any other criteria established by the 1940 Act related to service as a director/trustee of a management investment company or the permitted composition of the board of directors/trustees of a management investment company, together with information regarding such individual that is sufficient, in the discretion of the Board of Trustees or any committee thereof, to examine such representation,

(12) a representation that the Proposed Nominee satisfies the Trustee qualifications as set out in these By-Laws, together with information regarding such individual that is sufficient, in the discretion of the Board of Trustees or any committee thereof, to examine such representation,

(13) any other information relating to such Proposed Nominee 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 Trustees in a solicitation subject to Rule 14a-12(c) of the Exchange Act, whether or not the Shareholder submitting the notice intends to deliver a proxy statement or solicit proxies and whether or not an election contest is involved, and

(14) such Proposed Nominee’s written consent to being named as a nominee and to serving as a Trustee if elected.

(D) Any notice of a Shareholder’s intent to nominate a Proposed Nominee must be accompanied by a certificate executed by the Proposed Nominee certifying that such Proposed Nominee (a) is not, and will not become a party to, any agreement, arrangement or understanding (whether written or oral) with any Person other than the Trust in connection with service or action as a Trustee of the Trust that has not been disclosed to the Trust, (b) will serve as a Trustee of the Trust if elected, and (c) satisfies the Trustee qualifications as set out in Section 2.3 of these By-Laws.

(E) The Trust may require any Proposed Nominee and/or any Shareholder of record nominating such Proposed Nominee to furnish any such other information as it may reasonably request regarding any such Proposed Nominee and/or any such Shareholder of record nominating such Proposed Nominee, and such other information shall be received by the Secretary at the principal executive offices of the Trust not later than seven (7) calendar days after the first request by or on behalf of the Board of Trustees for such other information was sent to such Shareholder of record, group of Shareholders of record or Proposed Nominee. Any request for any such other information that is not answered in a reasonably complete, accurate, diligent and good faith manner, or that is not timely received by the Trust in accordance with this Section 1.6(a)(iv)(E), will render the nomination ineffective for failure to satisfy the requirements of these By-Laws. If the same request for such other information is sent to multiple Persons, then the earliest such date and time on which such request for information was sent shall apply for the purpose of determining compliance with this Section 1.6(a)(iv)(E).

(F) The Trust may require any Proposed Nominee to complete and duly execute the Questionnaire; any Questionnaire that is not completed in a reasonably complete, diligent, accurate and good faith manner, or that is not duly executed and received by the Secretary of the Trust at the principal executive offices of the Trust not later than seven (7) calendar days after the Board of Trustees or its designee first sends the Questionnaire to such Proposed Nominee or any Shareholder(s) of record nominating such Proposed Nominee, will render the nomination ineffective for failure to satisfy the requirements of these By-Laws. If the Questionnaire is sent to multiple Persons, then the earliest such date and time on which the Questionnaire was sent shall apply for the purpose of determining compliance with this Section 1.6(a)(iv)(F).

(G) The Trust may require any Proposed Nominee to consent to and cooperate with a background screening conducted by a background screening company selected by the Board of Trustees or any committee thereof.

(H) A Shareholder providing notice of any nomination or other business proposed to be brought before an annual meeting of shareholders shall further update and supplement such notice, if necessary, so that the information provided or required to be provided in such notice pursuant to Section 1.6(a)(iv) shall be true and correct as of the record date for determining the Shareholders entitled to receive notice of the annual meeting of Shareholders and such update and supplement shall be received by the Secretary at the principal executive offices of the Trust not later than seven (7) calendar days after the record date for determining the Shareholders entitled to receive notice of the annual meeting of Shareholders.

(I) If information submitted pursuant to this Section 1.6 by any Shareholder or Proposed Nominee shall be or become inaccurate in any way, such information shall be deemed not to have been provided in accordance with this Section 1.6. Any such Shareholder or Proposed Nominee shall notify the Trust in writing of any inaccuracy or change and update such information to cause it to be complete and accurate, within seven (7) calendar days of becoming aware of such inaccuracy. If a Shareholder or Proposed Nominee fails to provide such written notification and update within such period, the information that was or becomes inaccurate shall be deemed not to have been provided in accordance with this Section 1.6 and, accordingly, will render the nomination ineffective for failure to satisfy the requirements of these By-Laws. Upon written request by the Secretary of the Trust or the Board of Trustees, any such Shareholder or Proposed Nominee shall provide, within seven (7) calendar days of the sending of such request (or such other period as may be specified in such request), (A) written verification, satisfactory, in the discretion of the Board of Trustees or any authorized officer of the Trust, to demonstrate the accuracy of any information submitted by the Shareholder or Proposed Nominee pursuant to this Section 1.6, and (B) a written update of any information (including, if requested by the Trust, written confirmation by such Shareholder that it continues to intend to bring such nomination) submitted by the Shareholder or the Proposed Nominee pursuant to this Section 1.6 as of an earlier date. If a Shareholder or Proposed Nominee fails to provide such written verification or written update within such period, the information as to which written verification or a written update was requested shall be deemed not to have been provided in accordance with this Section 1.6 and, accordingly, will render the nomination ineffective for failure to satisfy the requirements of these By-Laws.

(J) The foregoing notice requirements of this Section 1.6 shall be deemed satisfied by a Shareholder with respect to business other than a nomination if the Shareholder has notified the Trust of his, her or its intention to present a proposal at an annual or special meeting in compliance with Rule 14a-8 promulgated under the Exchange

Act (or any successor provision of law) and such Shareholder’s proposal has been included in a proxy statement that has been prepared by the Trust to solicit proxies for such annual or special meeting.

(b) Special Meetings of Shareholders.

(i) Special meetings of Shareholders shall be called only as contemplated by Section 10.1 of the Declaration.

(ii) Only such business shall be conducted at a special meeting of Shareholders as shall have been brought before the meeting pursuant to the Trust’s notice of meeting.

(iii) Nominations of individuals for election to the Board of Trustees may be made at a special meeting of Shareholders at which Trustees are to be elected pursuant to the Trust’s notice of meeting only as set forth in this Section 1.6, and only:

(A) pursuant to the Trust’s notice of meeting (or any supplement thereto) given by or at the direction of the Board of Trustees or any duly authorized committee thereof,

(B) otherwise by or at the direction of the Board of Trustees or any duly authorized committee thereof, or

(C) provided that the Board of Trustees has determined that Trustees shall be elected at such special meeting, by one or more Shareholders of the Trust who (i) at the date of the giving of the notice provided for in this Section 1.6(b)(iii)(C), individually or in the aggregate, hold of record at least 3% of the Shares entitled to vote at the meeting on such election and have held such Shares continuously for at least one year, and continuously hold such Shares through and including the time of the annual meeting (including any adjournment or postponement thereof), (ii) are each a Shareholder of the Trust at the time the notice provided for in this Section 1.6(b)(iii)(C) is delivered to the Secretary of the Trust, on the record date for the determination of Shareholders entitled to notice of and to vote at such special meeting of Shareholders, and through and including the time of the annual meeting (including any adjournment or postponement thereof), (iii) are each entitled to make nominations and to vote at the meeting and (iv) comply with the notice procedures set forth in these By-Laws.

(iv) In the event a special meeting of Shareholders is called pursuant to Section 10.1 of the Declaration for the purpose of electing one or more Trustees to the Board of Trustees, for any nominations to be properly brought before such special meeting by a Shareholder pursuant to Section 1.6(b)(iii)(C), the Shareholder must have given timely notice thereof in proper written form to the Secretary of the Trust.

(v) To be timely, a Shareholder’s notice of a nomination for election to the Board of Trustees at a special meeting of Shareholders at which Trustees are to be elected pursuant to the Trust’s notice of meeting shall be delivered to the Secretary of the Trust at the principal executive offices of the Trust (x) not earlier than the close of business on the one hundred fiftieth (150^th) day prior to such special meeting and (y) not later than the close of business on the later of (i) the one hundred twentieth (120^th) day prior to such special meeting or (ii) the tenth (10^th) day following the day on which public announcement is first made of the date of the special meeting and of the nominees proposed by the Board of Trustees to be elected at such meeting. In no event shall the public announcement or announcement at the meeting of an adjournment or postponement of a special meeting commence a new time period (or extend any time period) for the giving of a Shareholder’s notice as described above.

(vi) To be in proper written form, such Shareholder’s notice shall set forth all information required by Section 1.6(a)(iv).

(vii) A Shareholder providing notice of any nomination to be brought before a special meeting of Shareholders at which Trustees are to be elected pursuant to the Trust’s notice of 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 Section 1.6(b)(vi) shall be true and correct as of the record date for determining the Shareholders entitled to receive notice of the special meeting of Shareholders and such update and supplement shall be delivered to or be mailed and received by the Secretary at the principal executive offices of the Trust not later than seven (7) calendar days after the record date for determining the Shareholders entitled to receive notice of the special meeting of Shareholders.

(i) Only such individuals who are nominated in accordance with the procedures set forth in this Section 1.6 shall be eligible to be elected at an annual or special meeting of Shareholders of the Trust to serve as Trustees and only such business shall be conducted at a meeting of Shareholders as shall have been brought before the meeting in accordance with the procedures set forth in this Section 1.6.

(ii) If the Shareholders of any class or series of Shares are entitled separately to elect one or more Trustees, only such Persons who are holders of record of such class or series of Shares at the time notice is provided pursuant to this Section 1.6 and on the record date for the determination of Shareholders entitled to notice of and to vote at such annual meeting or special meeting of Shareholders shall be entitled to nominate individuals for election as a Trustee by such class or series of Shares voting separately.

(iii) Notwithstanding the foregoing provisions of this Section 1.6, unless otherwise required by law, if the Shareholder (or a qualified representative of the Shareholder) does not appear at the annual or special meeting of Shareholders of the Trust to present a nomination or proposed business, such nomination shall be disregarded and such proposed business shall not be transacted, notwithstanding that proxies in respect of such vote may have been received by the Trust. For purposes of this Section 1.6, to be considered a qualified representative of the Shareholder, a Person must be a duly authorized officer, manager or partner of such Shareholder or must be authorized by a writing executed by such Shareholder delivered by such Shareholder to act for such Shareholder as proxy at the meeting of Shareholders and such Person must produce such writing at the meeting of Shareholders.

(iv) Notwithstanding the foregoing provisions of this Section 1.6, a Shareholder shall also comply with all applicable requirements of the Exchange Act and the rules and regulations thereunder with respect to the matters set forth in this Section 1.6; provided however, that any references in these By-laws to the Exchange Act or the rules promulgated thereunder are not intended to and shall not limit any requirements applicable to nominations or proposals as to any other business to be considered pursuant to this Section 1.6, and compliance with Sections 1.6(a) and 1.6(b) shall be the exclusive means for a Shareholder to make nominations or submit other business (other than, as provided in Section 1.6(a)(v), matters brought properly under and in compliance with Rule 14a-8 of the Exchange Act (or any successor provision of law)).

(v) Notwithstanding anything to the contrary in this Section 1.6 or otherwise in these By-laws, except with respect to nominations of individuals for election as a Trustee of the Trust or as required by federal law, no proposal of other business may be considered or brought at a meeting of Shareholders unless such matter has been approved for these purposes by a majority of the Trustees.

(vi) A notice of one or more Shareholders making a nomination pursuant to Section 1.6(a)(i)(C)(i) or 1.6(b)(iii)(C)(i), as applicable, shall be accompanied by a:

(A) signed statement of each Shareholder giving the notice certifying that (1) all information contained in the notice is true and complete in all respects, (2) the notice complies with this Section 1.6, and (3) such Shareholder will continue to hold all Shares referenced in Section 1.6(a)(i)(C)(i) or 1.6(b)(iii)(C)(i), as applicable, through and including the time of the annual meeting (including any adjournment or postponement thereof);

(B) and a signed certificate of each Proposed Nominee (1) certifying that the information contained in the notice regarding such Proposed Nominee and any Proposed Nominee Associated

Person is true and complete and complies with this Section 1.6 and (2) consenting to being named in the Shareholder’s proxy statement as a nominee and to serving as a Trustee if elected.

(vii) All judgments and determinations made by the Board of Trustees or the chairman of the meeting, as applicable, under this Section 1.6 (including, without limitation, judgments as to whether any matter or thing is satisfactory to the Board of Trustees and determinations as to the propriety of a proposed nomination or a proposal of other business for consideration by Shareholders) shall be final and binding unless determined by a court of competent jurisdiction to have been made in bad faith.

(viii) Notwithstanding anything in these By-Laws to the contrary, no business, including nominations, shall be conducted at any annual or special meeting except in accordance with the procedures set forth in this Section 1.6. The chairman of the annual or special meeting shall, if the facts warrant, determine and declare to the meeting that business was not properly brought before the meeting in accordance with the provisions of this Section 1.6, and, if the chairman should determine, the chairman shall so declare to the meeting that any such business not properly brought before the meeting shall not be considered or transacted.

Section 1.7 Special Shareholders Meetings.

(a) Special meetings of Shareholders may be called only by the Board of Trustees (or any duly authorized committee), except a special meeting shall be called by the Trustees upon the timely receipt by the Secretary of a request in proper written form from one or more Shareholders acting pursuant to and in accordance with Section 10.1 of the Declaration. Only such business shall be conducted at a special meeting as shall be specified in the notice of meeting (or any supplement thereto). In fixing a date for any special meeting, the Board of Trustees (or any duly authorized committee thereof) may consider such factors as it deems relevant, including, without limitation, the nature of the matters to be considered, the facts and circumstances surrounding any request for the meeting and any plan of the Board of Trustees to call an annual meeting or a special meeting.

(b) Any Shareholder(s) 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 (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 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, whether or not such Person intends to deliver a proxy statement or solicit proxies, as well as all additional information required by Section 1.6(a)(iv) of these By-Laws. Upon receiving the Special Meeting Request, the Trustees may in their discretion fix a date for the special meeting, which need not be the same date as that requested in the Special Meeting Request.

(c) The Shareholder(s) 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 1.7 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 Trust not later than five (5) business days after the record date for determining the Shareholders entitled to receive notice of the special meeting.

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

(e) No business shall be conducted at a special meeting of Shareholders except business brought before any such meeting in accordance with the procedures set forth in this Section 1.7 and in compliance with Section 10.1 of the Declaration. If the chairman of a special meeting determines that business was not properly brought before such 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.

(f) Nothing contained in this Section 1.7 shall be deemed to affect any rights of Shareholders to request inclusion of proposals in the Trust’s proxy statement pursuant to Rule 14a-8 under the Exchange Act (or any successor provision of law).

Section 1.8 Conduct of Meetings.

(a) Every meeting of Shareholders shall be conducted by an individual appointed by the Board of Trustees to be chairman of the meeting or, in the absence of such appointment or appointed individual, by the chairman of the Board of Trustees, by one of the officers present at the meeting, and if no officer is present, by Shareholders by the vote of a majority of the votes cast by Shareholders present in person or by proxy. The Secretary, or, in the Secretary’s absence, an Assistant Secretary, or, in the absence of both the Secretary and Assistant Secretaries, an individual appointed by the Board of Trustees or, in the absence of such appointment, an individual appointed by the chairman of the meeting shall act as secretary of the meeting.

(b) Except as otherwise provided by law, the chairman of any meeting of Shareholders shall have the power and duty:

(i) to determine whether a nomination or any business proposed to be brought before the meeting was made or proposed, as the case may be, in accordance with the procedures set forth in Section 1.6 (including whether the Shareholder or beneficial owner, if any, on whose behalf the nomination or proposal is made solicited (or is part of a group which solicited) or did not so solicit, as the case may be, proxies in support of such Shareholder’s nominee or proposal in compliance with such Shareholder’s representation as required by Section 1.6(a)(iv)(B)(8)), and

(ii) if any proposed nomination or business was not made or proposed in compliance with Section 1.6, to declare that such nomination shall be disregarded or that such proposed business shall not be transacted; provided, however, that such nomination or such proposed business shall not be presumed to be valid in the absence of such a declaration.

(c) The Board of Trustees 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 Trustees, the chairman of any meeting of 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 Trustees or prescribed by the chairman 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 1.9 Adjourned Meeting. Subject to the requirements of Section 10.3 of the Declaration, any meeting of Shareholders, whether or not a quorum is present, may be adjourned from time to time by: (a) the vote of the majority of the Shares represented at that meeting, either in person or by proxy; or (b) by the chairman of the meeting, in his or her discretion. At any adjourned meeting, any business may be transacted which might have been transacted at the original meeting.

ARTICLE II

Trustees

Section 2.1 Annual and Regular Meetings. Regular meetings of the Trustees may be held without call or notice and shall generally be held quarterly. Neither the business to be transacted at, nor the purpose of, any meeting of the Board of Trustees 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 unanimous written consent.

Section 2.2 Chairman. The Board of Trustees may elect from among its members a Chairman of the Board. The Chairman of the Board, if any, shall preside over all meetings of the Board of Trustees. In absence of a Chairman, the Trustees present shall elect one of their number to act as temporary chairman. The Chairman shall have such other responsibilities in furthering the Board’s functions as may be prescribed from time to time by resolution of the Board. The Chairman of the Board, if any, shall be elected by the Board of Trustees to hold office until his successor shall have been duly elected and shall have qualified, or until his death, or until he shall have resigned, or have been removed, as herein provided in these by-laws. The Chairman of the Board, if any, may resign at any time by giving written notice of resignation to the Board of Trustees. Any such resignation shall take effect at the time specified therein or, if the time when it shall become effective shall not be specified therein, immediately upon its receipt; and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective. The Chairman of the Board, if any, may be removed by the Board of Trustees with or without cause at any time.

Section 2.3 Qualifications. After Shares have been publicly offered, only individuals satisfying the following qualification requirements applicable to all Trustees may be nominated, elected, appointed, qualified or seated (“nominated or seated”) to serve as a Trustee unless a majority of the Trustees then in office shall have determined by resolution that failure to satisfy a particular qualification requirement will not present undue conflicts or impede the ability of the individual to discharge the duties of a Trustee or the free flow of information among Trustees or between the Trust’s investment adviser, servicing agent and the Board of Trustees:

(a) An individual nominated or seated as a Trustee shall be at least thirty-five (35) years of age and not older than sixty-five (65) years of age and not under legal disability,

(b) An individual nominated or seated as a Trustee 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 or treated as public reporting companies under any comparable regulatory regime (investment companies having the same investment adviser or investment advisers in a control relationship with each other shall all be counted as a single company for this purpose),

(c) An individual nominated or seated as a Trustee shall not be or have been within the last five full calendar years and the current year an employee, officer, partner, member, manager, managing member, trustee or director (or Person performing similar functions) of (A) any investment adviser or Person in a control relationship with such investment adviser (other than the Trust’s investment adviser or servicing agent or any investment adviser in a control relationship with the Trust’s investment adviser or servicing agent) or (B) any investment fund or Person in a control relationship with such investment fund (other than the Trust or any investment fund managed by the Trust’s investment adviser or servicing agent or an investment adviser in a control relationship with the Trust’s investment adviser or servicing agent),

(d) An individual nominated or seated as a Trustee shall not have been nominated or seated as a trustee, manager or director of an investment fund (other than the Trust or any investment fund managed by the Trust’s investment adviser or servicing agent or an investment adviser in a control relationship with the Trust’s investment adviser or servicing agent) within the last five full calendar years and the current year,

(e) An individual nominated or seated as a Trustee 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,

(f) An individual nominated or seated as a Trustee shall not (A) 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, (B) be the subject of any investigation or proceeding that if decided adversely could reasonably be expected to result in an individual nominated or seated as a Trustee failing to satisfy the requirements of clause (A) of this paragraph, nor (C) 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 Commission 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,

(g) An individual nominated or seated as a Trustee 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, in the absence of an exemptive order under Section 9(c) of the 1940 Act, 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,

(h) An individual nominated or seated as a Trustee 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, in the absence of an exemptive order under Section 9(c) of the 1940 Act, would permit, or could reasonably have been expected or would reasonably be expected to permit the Commission 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,

(i) An individual nominated or seated as an Independent Trustee shall not be an “interested person,” as defined under Section 2(a)(19) of the 1940 Act, of the Trust,

(j) An individual nominated or seated as a Trustee shall not fail to comply with any other criteria established by the 1940 Act related to service as a director/trustee of a management investment company and shall not cause (in the case of a nomination, if seated) the Trust’s Board of Trustees to fail to comply with any criteria established by the 1940 Act governing the permitted composition of the board of directors/trustees of a management investment company,

(k) An individual nominated or seated as a Trustee shall not, and any immediate family member of such nominee shall not, be employed or have been employed within the last five full calendar years and the current year by 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,

(l) An individual nominated or seated as a Trustee shall not, and any immediate family member of such nominee shall not, have accepted directly or indirectly, during the calendar year of the election for which such individual is nominated or seated, or during the immediately preceding five calendar years, 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,

(m) An individual nominated or seated as a Trustee shall not, and any immediate family member of such nominee shall not, be, or have been within the last five full calendar years and the current year, an officer, trustee, director, partner, manager or managing 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 is acting in concert with a 12(d) Holder; and

(n) An individual nominated or seated as a Trustee, and any immediate family member of such nominee, shall not, and shall not have within the last five full calendar years and the current year, control or act in concert with any 12(d) Holder or any Person who controls, is controlled by, is under common control with or is acting in concert with a 12(d) Holder.

Section 2.4 Standard of Care. It shall be understood that each Trustee, including the Chairman of the Board or any chairman or member of any committee of the Board created herein or by the Board of Trustees shall have the same level of responsibility to the Trust required of his or her being a Trustee, regardless of (a) any other position held with the Trust, (b) the Trustee’s individual training or expertise and (c) the role performed by the Trustee on behalf of the Trust in his or her capacity as Trustee even if such role requires the Trustee to possess specific or unique qualifications under applicable binding law or regulation. The Chairman of the Board or any chairman or member of any committee of the Board created herein or by the Board of Trustees shall serve in such capacity for the Board of Trustees and does not serve in such capacity as an officer of the Trust.

Section 2.5 Governance. The Board of Trustees may from time to time require all its members and any Proposed Nominee to agree in writing as to matters of corporate governance, business ethics and confidentiality while such Persons serve as a Trustee, such agreement to be on the terms and in a form determined satisfactory by the Board of Trustees, as amended and supplemented from time to time in the discretion of the Board of Trustees.

Section 2.6 Records. The results of all actions taken at a meeting of the Trustees, or by the written consent of the number of Trustees required to take such action, shall be recorded by the person appointed by the Board of Trustees as the meeting secretary.

ARTICLE III

Officers

Section 3.1 Officers of the Trust. The officers of the Trust shall consist of a President, a Secretary, a Treasurer and such other officers or assistant officers as may be elected or authorized by the Trustees. Any two or more of the offices may be held by the same Person, except that the same person may not be both President and Secretary. No officer of the Trust need be a Trustee.

Section 3.2 Election and Tenure. At the initial organization meeting, the Trustees shall elect the President, Secretary, Treasurer and such other officers as the Trustees shall deem necessary or appropriate in order to carry out the business of the Trust. Such officers shall serve at the pleasure of the Trustees or until their successors have been duly elected and qualified. The Trustees may fill any vacancy in office or add any additional officers at any time.

Section 3.3 Removal of Officers. Any officer may be removed at any time, with or without cause, by action of a majority of the Trustees. 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 President or Secretary, and such resignation shall take effect immediately upon receipt by the President or Secretary, or at a later date according to the terms of such notice in writing.

Section 3.4 Bonds and Surety. Any officer may be required by the Trustees to be bonded for the faithful performance of such officer’s duties in such amount and with such sureties as the Trustees may determine.

Section 3.5 President, and Vice Presidents. Subject to such supervisory powers, if any, as may be given by the Trustees to the Chairman, if any, the President shall be the chief executive officer of the Trust and, subject to the control of the Trustees, shall have general supervision, direction and control of the business of the Trust and of its employees and shall exercise such general powers of management as are usually vested in the office of President of a corporation. Subject to direction of the Trustees, the President shall each have power in the name and on behalf of the Trust 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 Trust. Unless otherwise directed by the Trustees, the President shall each have full authority and power, on behalf of all of the Trustees, to attend and to act and to vote, on behalf of the Trust at any meetings of business organizations in which the Trust holds an interest, or to confer such powers upon any other persons, by executing any proxies duly authorizing such persons. The President shall have such further authorities and duties as the Trustees shall from time to time determine. In the absence or disability of the President, the Vice-Presidents in order of their rank as fixed by the Trustees or, if more than one and not ranked, the Vice-President designated by the Trustees, shall 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. Subject to the direction of the Trustees, and of the President, each Vice-President shall have the power in the name and on behalf of the Trust to execute any and all instruments in writing, and, in addition, shall have such other duties and powers as shall be designated from time to time by the Trustees or by the President.

Section 3.6 Secretary. The Secretary shall maintain the minutes of all meetings of, and record all votes of, Shareholders, Trustees and the Executive Committee, if any. The Secretary shall be custodian of the seal of the Trust, if any, and the Secretary (and any other person so authorized by the Trustees) shall affix the seal, or if permitted, facsimile thereof, to any instrument executed by the Trust which would be sealed by a Delaware business corporation 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 Trust. The Secretary shall also perform any other duties commonly incident to such office in a Delaware business corporation, and shall have such other authorities and duties as the Trustees shall from time to time determine.

Section 3.7 Treasurer. Except as otherwise directed by the Trustees, the Treasurer shall have the general supervision of the monies, funds, securities, notes receivable and other valuable papers and documents of the Trust, and shall have and exercise under the supervision of the Trustees and of the President all powers and duties normally incident to the office. The Treasurer may endorse for deposit or collection all notes, checks and other instruments payable to the Trust or to its order. The Treasurer shall deposit all funds of the Trust in such depositories as the Trustees shall designate. The Treasurer shall be responsible for such disbursement of the funds of the Trust as may be ordered by the Trustees or the President. The Treasurer shall keep accurate account of the books of the Trust’s transactions which shall be the property of the Trust, and which together with all other property of the Trust in the Treasurer’s possession, shall be subject at all times to the inspection and control of the Trustees. Unless the Trustees shall otherwise determine, the Treasurer shall be the principal accounting officer of the Trust and shall also be the principal financial officer of the Trust. The Treasurer shall have such other duties and authorities as the Trustees shall from time to time determine.

Section 3.8 Other Officers and Duties. The Trustees may elect such other officers and assistant officers as they shall from time to time determine to be necessary or desirable in order to conduct the business of the Trust. 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 Trust shall have such other duties and authority as may be conferred upon such person by the Trustees or delegated to such person by the President.

ARTICLE IV

Miscellaneous

Section 4.1 Depositories. In accordance with Section 7.1 of the Declaration, the funds of the Trust shall be deposited in such custodians as the Trustees shall designate and shall be drawn out on checks, drafts or other orders signed by such officer, officers, agent or agents (including the adviser, administrator or manager), as the Trustees may from time to time authorize.

Section 4.2 Signatures. All contracts and other instruments shall be executed on behalf of the Trust by its properly authorized officers, agent or agents, as provided in the Declaration or By-laws or as the Trustees may from time to time by resolution provide.

Section 4.3 Seal. The Trust is not required to have any seal, and the adoption or use of a seal shall be purely ornamental and be of no legal effect. The seal, if any, of the Trust may be affixed to any instrument, and the seal and its attestation may be lithographed, engraved or otherwise printed on any document with the same force and effect as if it had been imprinted and affixed manually in the same manner and with the same force and effect as if done by a Delaware business corporation. The presence or absence of a seal shall have no effect on the validity, enforceability or binding nature of any document or instrument that is otherwise duly authorized, executed and delivered.

Section 4.4 Disclosure of Holdings. The holders of Shares or other securities of the Trust shall upon demand disclose to the Trustees in writing such information with respect to direct and indirect ownership, control over, holding with power to vote or other beneficial ownership of Shares or other securities of the Trust as the Trustees deem necessary or appropriate.

Section 4.5 Governing Law. These By-Laws 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 of Delaware, although such law shall not be viewed as limiting the powers otherwise granted to the Trustees hereunder and any ambiguity shall be viewed in favor of such powers.

Section 4.6 Provisions in Conflict with Law or Regulations.

(a) The provisions of these By-Laws are severable, and if the Trustees 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 By-Laws; provided, however, that such determination shall not affect any of the remaining provisions of these By-Laws or render invalid or improper any action taken or omitted prior to such determination.

(b) If any provision of these By-Laws 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 By-Laws in any jurisdiction.

ARTICLE V

Stock Transfers

Section 5.1 Transfer Agents, Registrars and the Like. As provided in Section 6.7 of the Declaration, the Trustees shall have authority to employ and compensate such transfer agents and registrars with respect to the Shares of the Trust as the Trustees shall deem necessary or desirable. In addition, the Trustees 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 Trustees.

Section 5.2 Transfer of Shares. The Shares of the Trust shall be transferable on the books of the Trust only upon delivery to the Trustees or a transfer agent of the Trust of proper documentation as provided in Section 6.8 of the Declaration. The Trust, or its transfer agents, shall be authorized to refuse any transfer unless and until presentation of such evidence as may be reasonably required to show that the requested transfer is proper.

Section 5.3 Registered Shareholders. The Trust 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.

ARTICLE VI

Amendment of By-Laws

Section 6.1 Amendment and Repeal of By-Laws. In accordance with Section 3.9 of the Declaration, the Trustees shall have the power to amend or repeal the By-Laws or adopt new By-Laws at any time. Action by the Trustees with respect to the By-Laws shall be taken by an affirmative vote of a majority of the Trustees. The Trustees shall in no event adopt By-Laws which are in conflict with the Declaration, and any apparent inconsistency shall be construed in favor of the related provisions in the Declaration.

ARTICLE VII

CHOICE OF FORUM PROVISION

Section 7.1 Forum for Adjudication of Certain Disputes. Pursuant to Section 3804(e) of the Delaware Act, unless the Trust consents in writing to the selection of an alternative forum, the Court of Chancery of the State of Delaware shall be the sole and exclusive forum for (i) any derivative action or proceeding brought on behalf of the Trust, (ii) any action asserting a claim of breach of a fiduciary duty owed by any trustee, officer, or employee of the Trust to the Trust or its Shareholders, (iii) any action asserting a claim against the Trust or any trustee, officer, or employee of the Trust arising pursuant to any provision of the Delaware Statutory Trust Act or the Trust’s Declaration or these By-Laws, or (iv) any action asserting a claim against the Trust or any trustee, officer, or employee of the Trust governed by the internal affairs doctrine of the State of Delaware; provided, however, that, in the event that the Court of Chancery of the State of Delaware lacks jurisdiction over any such action or proceeding, the sole and exclusive forum for such action or proceeding shall be another state or federal court located within the State of Delaware. Failure to enforce the foregoing provisions would cause the Trust irreparable harm and the Trust shall be entitled to equitable relief, including injunctive relief and specific performance, to enforce the foregoing provisions. This Section 7.1 does not apply to any claim under the United States federal securities laws.

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August 30, 2024

Advent Convertible and Income Fund

888 Seventh Avenue, 31st Floor

New York, New York 10019

Re: Advent Convertible and Income Fund
Registration Statement on Form N-2

Ladies and Gentlemen:

We have acted as special United States counsel to Advent Convertible and Income Fund, a statutory trust (the “Trust”) created under the Delaware Statutory Trust Act (the “DSTA”), in connection with the registration statement on Form N-2 filed on July 23, 2024 by the Trust with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933 (the “Securities Act”), and the Investment Company Act of 1940 (the “1940 Act”), as amended by Pre-Effective Amendment No. 1 to be filed by the Trust on the date hereof (such registration statement, as so amended, being herein referred to as the “Registration Statement”). The Registration Statement relates to the issuance and sale by the Trust from time to time, pursuant to Rule 415 of the General Rules and Regulations of the Commission promulgated under the Securities Act (the “Securities Act Rules and Regulations”), of an indeterminate number of securities of the Trust, having a maximum aggregate offering price not exceeding $150,000,000, consisting of: (i) common shares of beneficial interest, par value $0.001 per share of the Trust (the “Common Shares”), including an indeterminate number of Common Shares to be issued upon exercise of any Subscription Rights (as defined below), and (ii) subscription rights to purchase Common Shares (“Subscription Rights”), which may be issued under one or more subscription rights certificates (each, a “Subscription Rights Certificate”). The Common Shares and Subscription Rights offered pursuant to the Registration Statement are collectively referred to herein as the “Securities”.

This opinion is being furnished in accordance with the requirements of sub-paragraph (l) of item 25.2 of part C of Form N-2 under the Securities Act and the 1940 Act.

In rendering the opinions stated herein, we have examined and relied upon the following:

(a) the notification of registration on Form N-8A (File No. 811-21309) of the Trust filed with the Commission under the 1940 Act on February 19, 2003;

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August 30, 2024

Page 2

(b) the Registration Statement;

(c) an executed copy of a certificate of Stephen Ellwood, Secretary of the Trust, dated the date hereof (the “Secretary’s Certificate”);

(d) a copy of the Trust’s Certificate of Trust (the “Certificate of Trust”), as certified by the Secretary of State of the State of Delaware as of August 29, 2024 and certified pursuant to the Secretary’s Certificate;

(e) a copy of the Trust’s Agreement and Declaration of Trust, by the trustees of the Trust, dated as of February 19, 2003, as amended by Certificates of Amendment to the Agreement and Declaration of Trust, dated September 20, 2005 and June 18, 2019, by the trustees of the Trust (as so amended, the “Declaration of Trust”), certified pursuant to the Secretary’s Certificate;

(f) a copy of the Trust’s Fourth Amended and Restated By-Laws, as amended and in effect as of the date hereof, certified pursuant to the Secretary’s Certificate; and

(g) copies of certain resolutions adopted by the Board of Trustees of the Trust (the “Board of Trustees”) on June 11, 2024, relating to the registration of the Securities and related matters, certified pursuant to the Secretary’s Certificate.

(h) a copy of a certificate, dated the date hereof, from the Secretary of State of the State of Delaware with respect to the Trust’s existence and good standing in the State of Delaware.

We have also examined originals or copies, certified or otherwise identified to our satisfaction, of such records of the Trust and such agreements, certificates and receipts of public officials, certificates of officers or other representatives of the Trust and others, and such other documents as we have deemed necessary or appropriate as a basis for the opinions stated below.

In our examination, we have assumed the genuineness of all signatures, including electronic signatures, the legal capacity and competency of all natural persons, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as facsimile, electronic, certified or photocopied copies, and the authenticity of the originals of such copies. As to any facts relevant to the opinions stated herein that we did not independently establish or verify, we have relied upon statements and representations of officers and other representatives of the Trust and others and of public officials, including the facts and conclusions set forth in in the Secretary’s Certificate.

We do not express any opinion with respect to the laws of any jurisdiction other than the laws of the State of Delaware (the “Opined-on Law”). The Securities may be issued from time to time on a delayed or continuous basis, and this opinion is limited to the laws, including the rules and regulations, as in effect on the date hereof, which laws are subject to change with possible retroactive effect.

Advent Convertible and Income Fund

August 30, 2024

Page 3

As used herein, (i) “Transaction Documents” means the Subscription Rights Certificate and any applicable underwriting or purchase agreement and (ii) “Organizational Documents” means those documents listed in paragraphs (d) through (f) above.

The opinions stated in paragraphs 1 and 2 below presume that all of the following (collectively, the “general conditions”) shall have occurred prior to the issuance of the Securities referred to therein: (i) the Registration Statement, as finally amended (including all necessary pre-effective and post-effective amendments), has become effective under the Securities Act; (ii) an appropriate prospectus supplement with respect to the Securities has been prepared, delivered and filed in compliance with the Securities Act and the applicable Securities Act Rules and Regulations; (iii) the applicable Transaction Documents shall have been duly authorized, executed and delivered by the Trust and the other parties thereto, including, if such Securities are to be sold or otherwise distributed pursuant to a firm commitment underwritten offering, the underwriting agreement or purchase agreement with respect thereto; (iv) the Board of Trustees, including any duly authorized committee thereof, shall have taken all necessary statutory trust action to approve the issuance and sale of such Securities and related matters and appropriate officers of the Trust have taken all related action as directed by or under the direction of the Board of Trustees; and (v) the terms of the applicable Transaction Documents and the issuance and sale of such Securities have been duly established in conformity with the Organizational Documents so as not to violate any applicable law or the terms of the Organizational Documents, each as then in effect, or result in a default under or breach of any agreement or instrument binding upon the Trust, and so as to comply with any requirement or restriction imposed by any court or governmental body having jurisdiction over the Trust or its properties.

Based upon the foregoing and subject to the qualifications and assumptions stated herein, we are of the opinion that:

1. With respect to any Common Shares offered by the Trust (the “Offered Common Shares”), when (a) the general conditions shall have been satisfied and (b) the Offered Common Shares are registered in the Trust’s share registry and delivered upon payment of the agreed-upon consideration therefor, the Offered Common Shares, when issued and sold or otherwise distributed in accordance with the provisions of the applicable Transaction Document, will be duly authorized by all requisite statutory trust action on the part of the Trust under the DSTA and validly issued, fully paid and nonassessable, except as provided in Section 3.8 of the Declaration of Trust.

2. With respect to any Subscription Rights offered by the Trust (the “Offered Subscription Rights”), when (a) the general conditions shall have been satisfied, (b) the Common Shares relating to such Offered Subscription Rights have been duly authorized for issuance by the Trust and (c) the Subscription Rights Certificates have been duly executed, delivered and countersigned in accordance with the provisions of the applicable Subscription Rights Agreement, the Offered Subscription Rights, when issued and sold or otherwise distributed in accordance with the provisions of the applicable Transaction Document upon payment of the agreed-upon consideration therefor, will constitute valid and binding obligations

Advent Convertible and Income Fund

August 30, 2024

Page 4

of the Trust, enforceable against the Trust in accordance with their respective terms under the laws of the State of Delaware.

The opinions stated herein are subject to the following qualifications:

(i) we do not express any opinion with respect to the effect on the opinions stated herein of any bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer, preference and other similar laws or governmental orders affecting creditors’ rights generally, and the opinions stated herein are limited by such laws and governmental orders and by general principles of equity (regardless of whether enforcement is sought in equity or at law);

(ii) we do not express any opinion with respect to the effect on the opinions stated herein of (i) the compliance or non-compliance of any party to any of the Transaction Documents with any laws, rules or regulations applicable to such party or (ii) the legal status or legal capacity of any party to any of the Transaction Documents;

(iii) we do not express any opinion with respect to any law, rule or regulation that is applicable to any party to any of the Transaction Documents or the transactions contemplated thereby solely because such law, rule or regulation is part of a regulatory regime applicable to any such party or any of its affiliates as a result of the specific assets or business operations of such party or such affiliates;

(iv) except to the extent expressly stated in the opinions contained herein, we have assumed that each of the Transaction Documents constitutes the valid and binding obligation of each party to such Transaction Document, enforceable against such party in accordance with its terms;

(v) we do not express any opinion with respect to the enforceability of any provision contained in any Transaction Document relating to any indemnification, contribution, non-reliance, exculpation, release, limitation or exclusion of remedies, waiver or other provisions having similar effect that may be contrary to public policy or violative of federal or state securities laws, rules or regulations, or to the extent any such provision purports to, or has the effect of, waiving or altering any statute of limitations;

(vi) we do not express any opinion with respect to the enforceability of any provision of any Transaction Document to the extent that such section purports to bind the Trust to the exclusive jurisdiction of any particular federal court or courts;

(vii) we call to your attention that irrespective of the agreement of the parties to any Transaction Document, a court may decline to hear a case on grounds of forum non conveniens or other doctrine limiting the availability of such court as a forum for resolution of

Advent Convertible and Income Fund

August 30, 2024

Page 5

disputes; in addition, we call to your attention that we do not express any opinion with respect to the subject matter jurisdiction of the federal courts of the United States of America in any action arising out of or relating to any Transaction Document;

(viii) we have assumed that the laws of the State of Delaware will be chosen to govern any Subscription Rights Certificates, and that such choice of Delaware law is and will be a valid and legal provision;

(ix) the opinions stated herein are limited to the agreements and documents specifically identified in the opinions contained herein (the “Specified Documents”) without regard to any agreement or other document referenced in any such Specified Document (including agreements or other documents incorporated by reference or attached or annexed thereto) and without regard to any other agreement or document relating to any such Specified Document that is not a Transaction Document;

(x) we have assumed that any agent of service will have accepted appointment as agent to receive service of process and call to your attention that we do not express any opinion if and to the extent such agent shall resign such appointment. Further, we do not express any opinion with respect to the irrevocability of the designation of such agent to receive service of process;

(xi) this opinion letter shall be interpreted in accordance with customary practice of United States lawyers who regularly give opinions in transactions of this type; and

(xii) to the extent that any opinion relates to the enforceability of the choice of Delaware law and choice of Delaware forum provisions contained in any Transaction Document, the opinions stated herein are rendered solely in reliance upon Delaware Code title 6, section 2708 and are subject to the qualification that such enforceability may be subject to the exceptions and limitations in Section 2708 as well as by principles of public policy, comity and constitutionality.

In addition, in rendering the foregoing opinions we have assumed that:

(a) the Organizational Documents are the only governing instruments, as defined under the DSTA, of the Trust; the Trust has, and since the time of its formation has had, at least one validly admitted and existing trustee of the Trust satisfying the requirements of the DSTA and (i) no procedures have been instituted for and no other event has occurred, including, without limitation, any action taken by the Trust or its Board of Trustees or shareholders, as applicable, that would result in the liquidation, dissolution or winding-up of the Trust, (ii) no event has occurred that has adversely affected the good standing of the Trust under the laws of its jurisdiction of formation, and the Trust has taken all actions required by the laws of its jurisdiction of formation to maintain such good standing and (iii) no grounds exist for the revocation or forfeiture of the Trust’s Certificate of Trust;

(b) the Trust is duly formed and is validly existing and in good standing under the laws of the jurisdiction of its formation;

(c) the Trust has the statutory trust power and authority to execute, deliver and perform all its obligations under each of the Transaction Documents;

(d) neither the execution and delivery by the Trust of the Transaction Documents nor the performance by the Trust of its obligations thereunder, including the issuance and sale of the applicable Securities: (i) constitutes or will constitute a violation of, or a default under, any lease, indenture, agreement or other instrument to

Advent Convertible and Income Fund

August 30, 2024

Page 6

which the Trust or its property is subject, (ii) contravenes or will contravene any order or decree of any governmental authority to which the Trust or its property is subject, or (iii) violates or will violate any law, rule or regulation to which the Trust or its property is subject (except that we do not make the assumption set forth in this clause (iii) with respect to the Opined-on Law); and

(e) neither the execution and delivery by the Trust of the Transaction Documents nor the performance by the Trust of its obligations thereunder, including the issuance and sale of the applicable Securities, requires or will require the consent, approval, licensing or authorization of, or any filing, recording or registration with, any governmental authority under any law, rule or regulation of any jurisdiction.

We hereby consent to the reference to our firm under the headings “Legal Matters” in the prospectus forming part of the Registration Statement. We also hereby consent to the filing of this opinion with the Commission as an exhibit to the Registration Statement. In giving this consent, we do not thereby admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act or the Securities Act Rules and Regulations. This opinion is expressed as of the date hereof unless otherwise expressly stated, and we disclaim any undertaking to advise you of any subsequent changes in the facts stated or assumed herein or of any subsequent changes in applicable laws.

Very truly yours,

/s/ Skadden, Arps, Slate, Meagher & Flom LLP

KTH

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We hereby consent to the incorporation by reference in this Registration Statement on Form N-2 of our report dated December 21, 2023, relating to the financial statements and financial highlights, which appears in the Advent Convertible and Income Fund’s Annual Report on Form N-CSR for the year ended October 31, 2023. We also consent to the references to us under the headings “Financial Highlights”, “Senior Securities”, “Financial Statements” and “Independent Registered Public Accounting Firm” in such Registration Statement.

/s/ PricewaterhouseCoopers LLP
New York, New York
8/29/2024

PricewaterhouseCoopers LLP, PricewaterhouseCoopers Center, 300 Madison Avenue, New York, NY 10017 T: (646) 471 3000, F: (813) 286 6000, www.pwc.com/us

Exhibit (s)

Calculation of Filing Fee Table

N-2

(Form Type)

Advent Convertible and Income Fund

(Exact Name of Registrant as Specified in its Charter)

Table 1 – Newly Registered and Carry Forward Securities

	Security Type	Security Class Title	Fee Calculation or Carry Forward Rule	Amount Registered	Proposed Maximum Offering Price Per Unit	Maximum Aggregate Offering Price	Fee Rate	Amount of Registration Fee	Carry Forward Form Type	Carry Forward File Number	Carry Forward Initial Effective Date	File Fee Previously Paid in Connection with Unsold Securities to be Carried Forward
Newly Registered Securities
Fees to Be Paid	Equity	Common Shares of Beneficial Interest, $0.001 par value	---	---	---	---	---	---
	Other	Subscription Rights for Common Shares	---	---	---	---	---	---
	Unallocated (Universal) Shelf	---	Rule 457(o)	---	---	$150,000,000	.00014760	$22,140.00
Fees Previously Paid	---	---	---	---	---	---		$147.60

Carry Forward Securities

Carry Forward Securities	---	---	---	---	---		---	---	---	---

Total Offering Amounts					$150,000,000	$22,140.00
Total Fees Previously Paid						$147.60
Total Fee Offsets						$0
Net Fee Due						$21,992.40

N-2 - USD ($)

3 Months Ended

Jul. 23, 2024

Apr. 30, 2024

Jan. 31, 2024

Oct. 30, 2023

Jul. 31, 2023

Apr. 30, 2023

Jan. 31, 2023

Oct. 31, 2022

Jul. 31, 2022

Apr. 30, 2022

Jan. 31, 2022

Cover [Abstract]

Entity Central Index Key

0001219120

Amendment Flag

false

Entity Inv Company Type

N-2

Securities Act File Number

333-280964

Investment Company Act File Number

811-21309

Document Type

N-2/A

Document Registration Statement

true

Investment Company Act Registration

true

Investment Company Registration Amendment

true

Investment Company Registration Amendment Number

1940

Entity Registrant Name

ADVENT CONVERTIBLE AND INCOME FUND

Entity Address, Address Line One

888 Seventh Ave., 31st Floor

Entity Address, Address Line Two

New York, New York 10019

Entity Address, City or Town

New York

Entity Address, State or Province

Entity Address, Postal Zip Code

10019

City Area Code

(212)

Local Phone Number

482-1600

Approximate Date of Commencement of Proposed Sale to Public

From time to time after the effective date of this Registration Statement.

Dividend or Interest Reinvestment Plan Only

false

Delayed or Continuous Offering

true

Primary Shelf [Flag]

true

Effective Upon Filing, 462(e)

false

Additional Securities Effective, 413(b)

false

Effective when Declared, Section 8(c)

false

New Effective Date for Previous Filing

false

Additional Securities. 462(b)

false

No Substantive Changes, 462(c)

false

Exhibits Only, 462(d)

false

Registered Closed-End Fund [Flag]

true

Business Development Company [Flag]

false

Interval Fund [Flag]

false

Primary Shelf Qualified [Flag]

true

Entity Well-known Seasoned Issuer

Entity Emerging Growth Company

false

New CEF or BDC Registrant [Flag]

false

Fee Table [Abstract]

Shareholder Transaction Expenses [Table Text Block]

Sales load paid by common shareholders (as a percentage of offering price)	--%⁽¹⁾
Offering expenses borne by the Fund (as a percentage of offering price)	--%⁽¹⁾
Dividend Reinvestment Plan fees	None⁽²⁾

Sales Load [Percent]

^[1]

(0.00%)

Dividend Reinvestment and Cash Purchase Fees

^[2]

$ 0

Other Transaction Expenses [Abstract]

Other Transaction Expenses [Percent]

^[1]

(0.00%)

Annual Expenses [Table Text Block]

	As a Percentage of Net Assets Attributable to Common Shares
Annual Expenses
Management fees⁽³⁾	0.95%
Interest Expense⁽⁴⁾	4.21%
Other Expenses⁽⁵⁾		0.83%
Total annual expenses		5.99%

Management Fees [Percent]

^[3]

0.95%

Interest Expenses on Borrowings [Percent]

^[4]

4.21%

Other Annual Expenses [Abstract]

Other Annual Expenses [Percent]

^[5]

0.83%

Total Annual Expenses [Percent]

5.99%

Expense Example [Table Text Block]

1 Year	3 Years	5 Years	10 Years
$60	$177	$292	$570

Expense Example, Year 01

$ 60

Expense Example, Years 1 to 3

177

Expense Example, Years 1 to 5

292

Expense Example, Years 1 to 10

$ 570

Purpose of Fee Table , Note [Text Block]

Other Expenses, Note [Text Block]

Other Expenses” are based on estimated amounts for the six months ended April 30, 2024.

Management Fee not based on Net Assets, Note [Text Block]

The contractual management fee rate of 0.54% of the Fund’s Managed Assets represents an effective management fee rate of 0.95% of net assets attributable to common shares, assuming leverage of 43.0% of the Fund’s Managed Assets (the Fund’s outstanding leverage as of April 30, 2024)

Financial Highlights [Abstract]

Senior Securities [Table Text Block]

Senior Securities Representing Indebtedness

Fiscal Year Ended	Principal Amount Outstanding(1)(2)	Asset Coverage Per $1,000 of Principal Amount

October 31, 2023	$173,000,000	$3,159
October 31, 2022	$173,000,000	$3,480
October 31, 2021	$168,000,000	$5,139
October 31, 2020	$168,000,000	$4,300
October 31, 2019	$210,000,000	$3,686
October 31, 2018	$235,000,000	$3,381
October 31, 2017	$150,000,000	$3,356
October 31, 2016	$170,000,000	$3,256
October 31, 2015	$170,000,000	$3,374
October 31, 2014	$170,000,000	$3,635

Investment Objectives and Practices [Text Block]

INVESTMENT OBJECTIVE AND POLICIES

THE FUND’S INVESTMENTS

As described below, the Fund may invest a portion of its assets in privately offered convertible securities or similar instruments that may be illiquid.

Portfolio Turnover Rate. Portfolio turnover rate is not considered a limiting factor in the execution of investment decisions for the Fund.

USE OF LEVERAGE

Borrowings

1.88% fixed rate 5-year maturity (December 15, 2025) $19,000,000

SOFR + 0.95% floating rate $139,000,000

Reverse Repurchase Agreements

Preferred Shares

Derivatives

The Fund may engage in certain derivatives transactions that have economic characteristics similar to leverage.

Effects of Leverage [Text Block]

Effects of Leverage

Assumed Portfolio Total Return (net of expenses)	(10.00)%	(5.00)%	0.00%	5.00%	10.00%
Common Share Total Return	(21.63)%	(12.85)%	(4.07)%	4.71%	13.49%

Share Price [Table Text Block]

	Market Price		Corresponding Net Asset Value Per Common Share		Corresponding Premium/(Discount) as a Percentage of Net Asset Value
Fiscal Quarter Ended	High	Low	High	Low	High	Low

July 31, 2024	$12.85	$11.58	$12.28	$12.06	4.64%	-3.98%
April 30, 2024	$12.10	$11.23	$12.59	$11.95	-3.89%	-6.03%
January 31, 2024	$11.71	$9.64	$12.39	$10.86	-5.49%	-11.23%
October 31, 2023	$11.96	$9.27	$12.79	$10.81	-6.49%	-14.25%
July 31, 2023	$11.96	$11.01	$12.89	$11.99	-7.21%	-8.17%
April 30, 2023	$13.13	$11.06	$13.60	$11.90	-3.46%	-7.06%
January 31, 2023	$12.57	$10.81	$13.23	$12.22	-4.99%	-11.54%
October 31, 2022	$14.70	$10.43	$14.15	$11.73	3.89%	-11.08%
July 31, 2022	$14.53	$11.75	$15.08	$12.38	-3.65%	-5.09%
April 30, 2022	$16.87	$14.18	$16.73	$14.99	0.84%	-5.40%
January 31, 2022	$19.39	$15.59	$20.31	$16.62	-4.53%	-6.20%

Lowest Price or Bid

$ 11.23

$ 9.64

$ 9.27

$ 11.01

$ 11.06

$ 10.81

$ 10.43

$ 11.75

$ 14.18

$ 15.59

Highest Price or Bid

12.10

11.71

11.96

13.13

12.57

14.70

14.53

16.87

19.39

Lowest Price or Bid, NAV

11.95

10.86

10.81

11.99

11.90

12.22

11.73

12.38

14.99

16.62

Highest Price or Bid, NAV

$ 12.59

$ 12.39

$ 12.79

$ 12.89

$ 13.60

$ 13.23

$ 14.15

$ 15.08

$ 16.73

$ 20.31

Highest Price or Bid, Premium (Discount) to NAV [Percent]

(3.89%)

(5.49%)

(6.49%)

(7.21%)

(3.46%)

(4.99%)

3.89%

(3.65%)

0.84%

(4.53%)

Lowest Price or Bid, Premium (Discount) to NAV [Percent]

(6.03%)

(11.23%)

(14.25%)

(8.17%)

(7.06%)

(11.54%)

(11.08%)

(5.09%)

(5.40%)

(6.20%)

Capital Stock, Long-Term Debt, and Other Securities [Abstract]

Capital Stock [Table Text Block]

DESCRIPTION OF CAPITAL STRUCTURE

Common Shares

The Fund’s currently outstanding common shares are, and common shares offered by this Prospectus will be, listed on the NYSE under the symbol “AVK.”

The Fund will not issue certificates for common shares.

Preferred Shares

If preferred shares are outstanding, two of the Fund’s Trustees will be elected by the holders of preferred shares, voting separately as a class. The remaining Trustees of the Fund will be elected by common shareholders and preferred shares voting together as a single class. In the unlikely event the Fund failed to pay dividends on preferred shares for two years, preferred shares would be entitled to elect a majority of the Trustees of the Fund.

Indebtedness

Outstanding Securities [Table Text Block]

Title of Class	Amount Authorized	Amount Held by Fund for its own Account	Amount Outstanding Exclusive of Amounts held by Fund
Common Shares	Unlimited	None	34,593,769

Outstanding Security, Title [Text Block]

Common Shares

Outstanding Security, Authorized [Shares]

34,593,769

Risk Introduction [Member]

Distribution Risk [Member]

Risks Associated With Offerings Of Additional Common Shares [Member]

Distribution Risk

Additional Risksof Rights [Member]

Risks Associated with Offerings of Additional Common Shares