31. Nomination of Directors

Subject only to the Act and the Articles, only persons who are nominated in accordance with the following procedures shall be eligible for election as Directors of the Fund. Nominations of persons for election to the Board may be made at any annual meeting of Members, or at any special meeting of Members if one of the purposes for which the special meeting was called is the election of Directors: 31.1. by or at the direction of the Board, including pursuant to a notice of meeting, in accordance with such nomination policies of the Fund that may be in place from time to time; 31.2. by or at the direction or request of one or more Members pursuant to a proposal made in accordance with the Act, or a requisition of the Members made in accordance with the Act; or. 31.3. by any person who intends to nominate from the floor at a Members meeting (“Nominating Member”): (A) who, at the close of business on the date of the giving of the notice provided for below and on the record date for notice of such meeting, is entered in the Fund’ membership records being entitled to vote at such meeting; and (B) who complies with the notice procedures set forth below. 31.3.1. Timely Notice - In addition to any other applicable requirements, for a nomination to be made by a Nominating Member, the Nominating Member must have given timely notice in proper written form to the Secretary of the Fund at the registered office of the Fund. To be timely, a Nominating Member’s notice to the Secretary of the Fund must be made: 31.3.1.1. in the case of an annual meeting of Members, not less than 30 nor more than 65 days prior to the date of the annual meeting of Members; provided, however, that in the event that the annual meeting of Members is to be held on a date that is less than 50 days after the date (the Notice Date) on which notice of the annual meeting was made, notice by the Nominating Member may be made not later than the close of business on the tenth (10th) day following the Notice Date; and 31.3.1.2. in the case of a special meeting (which is not also an annual meeting) of Members called for the purpose of electing Directors (whether or not called for other purposes), not later than the close of business on the fifteenth (15th) day following the day on which the first public announcement of the date of the special meeting of Members was made; in no event shall any adjournment or postponement of a meeting of Members or the announcement thereof commence a new time period for the giving of a Nominating Member’s notice as described above 31.3.2. Proper Form - To be in proper written form, a Nominating Member’s notice to the Secretary must set forth: 31.3.2.1. as to each person whom the Nominating Member proposes to nominate for election as a Director: (A) the name and address of the person; (B) the principal occupation or employment of the person; and (C) any other information confirming that the person meets all of the qualification requirements of Directors set out in the By-laws of the o and such other applicable policies of the Fund; and 31.3.2.2. as to the Nominating Member giving the notice, (A) the name residential address of the person; (B) the principal occupation or employment of the person; (C) the class of membership of the person of the Fund, if applicable; and (D) confirmation that the person has the right to vote at the meeting of Members where election is to be held; provided that the Fund may also require any proposed nominee to furnish such other information, including a written consent to act, as may reasonably be required by the Fund to determine the eligibility of such proposed nominee to serve as a Director of the Fund. 31.3.3. Eligibility - No person shall be eligible for election as a Director of the Fund unless nominated in accordance with the provisions of this Section 6.08; provided, however, that nothing in this Section 6.08 shall be deemed to preclude discussion by a Member (as distinct from the nomination of Directors) at a meeting of Members of any matter in respect of which it would have been entitled to submit a proposal pursuant to the Act. The chair of the meeting shall have the power and duty to determine whether a nomination was made in accordance with the procedures set out in this Section 6.08 and, if any proposed nomination is not in compliance, to declare that such defective nomination shall be disregarded. 31.3.4. Delivery of Notice - Notwithstanding any other provision of this By-law, notice given to the Secretary of the Fund pursuant to this Section 6.08 may only be given by personal delivery, facsimile transmission or by email (at such email address as stipulated from time to time by the Secretary of the Fund for purposes of this notice), and shall be deemed to have been given and made only at the time it is served by personal delivery, email (at the aforesaid address) or sent by facsimile transmission (provided that receipt of confirmation of such transmission has been received) to the Secretary at the address of the registered office of the Fund; provided that if such delivery or electronic communication is made on a day which is a not a business day or later than 5:00 p.m. (in the jurisdiction of the Fund's head office) on a day which is a business day, then such delivery or electronic communication shall be deemed to have been made on the subsequent day that is a business day. 31.4. Notwithstanding the foregoing, the Board may, in its sole discretion, waive any requirement in this Section.