Stockholders unanimously approved charter and bylaw amendments bringing the fund into compliance with NASAA Omnibus Guidelines.

March 9, 2026

Prospect Floating Rate Fund Adopts Major Governance Reforms

Stockholders unanimously approved charter and bylaw amendments bringing the fund into compliance with NASAA Omnibus Guidelines.

Prospect Floating Rate and Alternative Income Fund, Inc., a Maryland-based closed-end fund, announced that its stockholders approved a sweeping set of governance amendments at a special meeting held on March 4, 2026, at the company’s New York headquarters.

Stockholder Vote

The sole proposal on the agenda — adoption of the company’s Fifth Articles of Amendment and Restatement — passed with 7,247,115 shares voting in favor out of 9,203,906 eligible shares. No votes were cast against the measure, and no abstentions or broker non-votes were recorded.

Key Charter Amendments

The updated articles align the fund’s governing documents with the North American Securities Administrators Association Omnibus Guidelines and introduce several important structural changes:

• Higher quorum threshold: The quorum requirement for stockholder meetings increases from one-third to 50 percent of outstanding shares entitled to vote.
• New stock classes: Authorized common stock is now divided into four separate classes.
• Expanded meeting rights: The adviser or stockholders holding at least 10 percent of outstanding shares may now call meetings on any matter subject to stockholder vote.
• Director removal: Holders of a majority of outstanding shares may remove directors without cause, without requiring concurrence from the sponsor, adviser, or board.

Bylaw Updates

The company simultaneously adopted its Fifth Amended and Restated Bylaws. The most significant change shifts the voting standard for director elections from a plurality of votes cast to an affirmative majority of outstanding shares entitled to vote. Additionally, any future bylaw amendments that adversely affect stockholder rights will require majority stockholder approval.

Updated Advisory and Administration Agreements

On the same date, the fund executed revised agreements with its affiliated service providers. A Second Amended and Restated Investment Advisory Agreement was signed with Prospect Capital Management L.P., and a Second Amended and Restated Administration Agreement was completed with Prospect Administration LLC. Both agreements were updated to address requests from state securities regulators, though the modifications were characterized as immaterial.

Effective Date

The amended articles were filed with the Maryland State Department of Assessments and Taxation on March 6, 2026, and became effective immediately upon filing. M. Grier Eliasek, the fund’s Chief Executive Officer, signed the report on behalf of the company.