Tufton Oceanic Assets : AMENDED & RESTATED ARTICLES OF INCORPORATION

THE COMPANIES (GUERNSEY) LAW, 2008 (AS AMENDED)

NON-CELLULAR COMPANY LIMITED BY SHARES

AMENDED & RESTATED

ARTICLES OF INCORPORATION

of

TUFTON OCEANIC ASSETS LIMITED

(the "Company")

Registered the 6th day of February, 2017

Amended and restated on by Special Resolution 24 February 2017 and [●] 2024

	TABLE OF CONTENTS
1.	DEFINITIONS	1
2.	INTERPRETATION	10
3.	STANDARD ARTICLES NOT TO APPLY	11
4.	SHARES	12
5.	PRE-EMPTIONON ALLOTMENT AND ISSUE OF SHARES	14
6.	ORDINARY SHARES	16
7.	C SHARES	17
8.	COMPANY NOT OBLIGED TO RECOGNISE ANY TRUST	21
9.	DISCLOSURE OF BENEFICIAL INTERESTS	21
10.	NOTIFICATION OF INTERESTS	25
11.	CERTIFICATES AND REGISTER OF MEMBERS	27
12.	LIEN	28
13.	CALLS ON SHARES	29
14.	FORFEITURE AND SURRENDER OF SHARES	29
15.	TRANSFER AND TRANSMISSION OF SHARES	31
16.	ALTERATION OF CAPITAL	34
17.	GENERAL MEETINGS	35
18.	NOTICE OF GENERAL MEETINGS	36
19.	PROCEEDINGS AT GENERAL MEETINGS	37
20.	VOTES OF MEMBERS	39
21.	NUMBER AND APPOINTMENT OF THE BOARD	42
22.	QUALIFICATION AND REMUNERATION OF DIRECTORS	43
23.	ALTERNATE DIRECTORS	44
24.	BORROWING POWERS OF THE BOARD	45
25.	OTHER POWERS AND DUTIES OF THE BOARD	45
26.	POWERS OF ATTORNEY	45
27.	DIRECTORS' INTERESTS AND CONFLICTS OF INTEREST	46
28.	DISQUALIFICATION AND REMOVAL OF DIRECTORS	47
29.	PROCEEDINGS OF DIRECTORS	48
30.	EXECUTIVE DIRECTOR	49
31.	SECRETARY	49
32.	COMMON SIGNATURE	50
33.	THE SEAL	50
34.	AUTHENTICATION OF DOCUMENTS	50
35.	DIVIDENDS AND DISTRIBUTIONS	50
36.	RESERVES	54
37.	CAPITALISATION OF RESERVES	54
38.	ACCOUNTS	55
39.	AUDITORS	55
40.	UNTRACEABLE MEMBERS	56
41.	NOTICES	57
42.	WINDING UP	61
43.	INDEMNITY	61
44.	INSURANCE	61
45.	INSPECTION OF DOCUMENTS	62
46.	REPORTING AND SUSPENSION OF NET ASSET VALUE	62
47.	RECORD DATES	63
48.	MISCELLANEOUS	63
49.	COMPULSORY REDEMPTION MECHANISM	63

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THE COMPANIES (GUERNSEY) LAW, 2008, AS AMENDED

NON-CELLULAR COMPANY LIMITED BY SHARES

ARTICLES OF INCORPORATION

of

TUFTON OCEANIC ASSETS LIMITED

1. DEFINITIONS

1.1 In these Articles, the following words shall bear the following meanings if not inconsistent with the subject or context:

Words	Meanings
Administrator	The administrator of the Company as appointed by the
	Board from time to time.
AEOI Rules	Means (i) sections 1471 through 1474 of the US Internal
	Revenue Code 1986, the Treasury Regulations
	thereunder, and official interpretations thereof; (ii) any
	legislation, regulations or guidance enacted in or
	adopted by any jurisdiction that seeks to implement
	legislation described in (i) above or a similar tax reporting
	or withholding tax regime, including without limitation
	any legislation, regulations or guidance relating to the
	Organisation for Economic Co-operation and
	Development's "Common Reporting Standard"; (iii) any
	intergovernmental agreement, treaty or other
	agreement entered into in order to comply with,
	facilitate, supplement or implement any legislation,
	regulations or guidance described in clause (i) or (ii)
	above; and (iv) any legislation, regulations or guidance
	that gives effect to any matter described in clauses (i)
	through (iii) above.
Articles	These Articles of Incorporation as now framed and at any
	time altered.
at any time	At any time or times and includes for the time being and
	from time to time.
Auditor	The auditor for the time being of the Company.

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Authorised Operator	Euroclear UK and Ireland Limited or such other person as
	may for the time being be authorised under the
	Regulations to operate an Uncertificated System.
Board or Directors	The Directors at any time or the Directors present at a
	duly convened meeting at which a quorum is present or,
	as the case may be, the Directors assembled as a duly
	formed committee of such Board.
Business Day	A day on which the London Stock Exchange and banks in
	London and Guernsey are normally open for business.
C Shares	A c share of no par value in the capital of the Company
	having the rights and being subject to the restrictions set
	out in these Articles
Calculation Date	means the earliest of the:
	(a)	close of business on the date to be determined
	by the Directors after the day on which the Investment
	Manager shall have given notice to the Directors that at
	least 80 per cent. of the net proceeds attributable to the
	C Shares (or such other percentage as the Directors and
	Investment Manager shall agree) shall have been
	invested; or
	(b)	close of business on the date falling twelve
	calendar months after the allotment of the C Shares or if
	such a date is not a Business Day the next following
	Business Day; or
	(c)	close of business on the last Business Day prior
	to the day on which the Directors resolve that Force
	Majeure Circumstances have arisen or are imminent; or
	(d)	close of business on such date as the Directors
	may determine.
Calendar Year	The period from 1 January to 31 December of a particular
	year.
Certificated or in certificated form	A unit of a security which is not an Uncertificated unit and
	is normally held in certificated form.

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Clear Days	In relation to a period of notice, shall mean that period
	excluding the day when the notice is served or deemed
	to be served and the day for which it is given or on which
	it is to take effect.
Companies Law	The Companies (Guernsey) Law, 2008 (as amended).
Company	Tufton Oceanic Assets Limited.
Conversion	means, in relation to any class of C Shares, the conversion
	of that class of C Shares into New Shares of the relevant
	class in accordance with Article 7.11;
Conversion Date	means a date which falls after the Calculation Date and is
	the date on which the admission of the New Shares
	arising on Conversion to trading on the London Stock
	Exchange becomes effective and which is the earlier of:
	(a)	the opening of business on such Business Day as
	may be selected by the Directors provided that such day
	shall not be more than forty-five Business Days after the
	Calculation Date; and
	(b)	such earlier date as the Directors may resolve
	should Force Majeure Circumstances have arisen or the
	Directors resolve that such circumstances have arisen or
	are imminent.
Conversion Ratio	for the C Shares of the relevant class is A divided by B
	calculated to four decimal places (with 0.00005 being
	rounded upwards) where:

C

A = --

D

E

B = --

F

where:

"C" is the Net Asset Value of the relevant class of C Shares as at the Calculation Date

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	"D" is the number of C Shares of the relevant class in
	issue at the Calculation Date;
	"E" is the Net Asset Value of the shares of the relevant
	class into which the relevant class of C Shares will convert
	as at the Calculation Date;
	"F" is the number of shares of the relevant class into
	which the relevant class of C Shares will convert in issue
	at the Calculation Date (excluding any shares of the
	relevant class held in treasury);
	provided that the Directors shall make such adjustments
	to the value or amount of A and B as (i) the auditors shall
	report to be appropriate having regard among other
	things, to the assets of the Company immediately prior
	to the date on which the Company first receives the net
	proceeds relating to the C Shares of the relevant class
	and/or to the reasons for the issue of the C Shares of the
	relevant class or (ii) the Directors deem appropriate.
Court	The Royal Court of Guernsey sitting as an Ordinary Court.
DTR5	Chapter 5 of the Disclosure and Transparency Rules (as
	amended from time to time) of the UK Financial Conduct
	Authority Handbook.
Eligible Members	Shall have the meaning ascribed to it in the Companies
	Law.
ERISA	The United States Employee Retirement Income Security
	Act of 1974, as amended.
Executor	Includes administrator.
Extraordinary Resolution	A resolution of the Members Present In Person in a
	general meeting passed by a majority of not less than
	seventy-five per cent. of the votes recorded on a show of
	hands or by way of a poll or a Written Resolution passed
	by Members holding not less than seventy-five per cent
	of the total voting rights of Members entitled to vote at
	the date of circulation of the resolution.

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Financial Conduct Authority	The Financial Conduct Authority of the United Kingdom
	acting in its capacity as the competent listing authority
	for the purposes of Part 6 of the Financial Services and
	Markets Act 2000, as amended.
Force Majeure Circumstances	means in relation to any class of C Shares (i) any political
	and/or economic circumstances and/or actual or
	anticipated changes in fiscal or other legislation which, in
	the reasonable opinion of the Directors, renders
	Conversion necessary or desirable; (ii) the issue of any
	proceedings challenging, or seeking to challenge, the
	power of the Company and/or its Directors to issue the C
	Shares of the relevant class with the rights proposed to
	be attached to them and/or to the persons to whom they
	are, and/or the terms upon which they are, proposed to
	be issued; or (iii) the giving of notice of any general
	meeting of the Company at which a resolution is to be
	proposed to wind up the Company, whichever shall
	happen earliest.
Investment Manager	The Investment Manager of the Company as appointed
	by the Board from time to time.
Laws	The Companies Law and every other Order in Council,
	Ordinance or Statutory Instrument for the time being in
	force concerning companies registered in Guernsey and
	affecting the Company.
Liquidator	Any liquidator of the Company appointed at any time
	under the Laws.
London Stock Exchange	London Stock Exchange plc.
Member	In relation to shares in the capital of the Company means
	the person (or persons, in respect of joint holders) whose
	name(s) is/are entered in the Register as the holder(s) of
	the shares and includes, on the death, disability or
	insolvency of a Member, any person entitled to such
	shares on the death, disability or insolvency of such
	Member. In relation to shares in the capital of the
	Company held in an Uncertificated System, means:
	(a)	a person who is permitted by an Authorised

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Operator to transfer by means of that Uncertificated System, title to Uncertificated shares of the Company held by him; or

1. two or more persons who are jointly permitted to do so.

Memorandum	The Memorandum of Incorporation of the Company for
	the time being current.
month	Calendar month.
NAV Calculation Date	Each Business Day as at which the NAV is calculated by
	the Company.
NAV or Net Asset Value	The value of the assets of the Company less its liabilities
	(including accrued but unpaid fees), or, where relevant,
	the assets attributable to a class of share less the
	liabilities attributable to that class of share (including
	accrued but unpaid fees), in each case determined (by
	the Directors in their absolute discretion) in accordance
	with the accounting principles adopted by the Company
	from time to time.
New Shares	means the Ordinary Shares of the relevant class arising
	on conversion of the C Shares.
Non-Qualified Holder	Any person whose ownership of shares may: (i) cause
	the Company's assets to be deemed "plan assets" for the
	purposes of the Plan Asset Regulations or the U.S. Code;
	(ii) cause the Company to be required to register as an
	"investment company" under the U.S.	Investment
	Company Act (including because the holder of the shares
	is not a "qualified purchaser" as defined in the U.S.
	Investment Company Act) or to lose an exemption or
	status thereunder to which it might otherwise be
	entitled; (iii) cause the Company to register under the
	U.S. Exchange Act, the U.S. Securities Act or any similar
	legislation; (iv) cause the Company not to be considered
	a "foreign private issuer" as such term is defined in rule
	36-4(c) under the U.S. Exchange Act;	(v)	result in a
	person holding Ordinary Shares in violation of the
	transfer restrictions put forth in	any	prospectus

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	published by the Company, from time to time; (vi) cause
	the Company to be a "controlled foreign corporation" for
	the purposes of the U.S. Code; (vii) cause the Company
	to suffer any pecuniary disadvantage (including any
	excise tax, penalties or liabilities under ERISA or the U.S.
	Code or (viii) result in any Ordinary Shares being owned,
	directly or indirectly, by any person who is deemed to be
	a Non-Qualified Holder in accordance with Article 10.7.
Office	The registered office at any time of the Company, which
	shall always be located in the Island of Guernsey.
Ordinary Resolution	A resolution of the Company passed as an ordinary
	resolution in accordance with the Companies Law.
Ordinary Share	An ordinary share of no par value in the capital of the
	Company issued and designated as an Ordinary Share as
	may be determined by the Directors at the time of issue.
Person	An individual, a company, a limited liability company, a
	corporation, an association, a joint stock company, a
	trust, a joint venture, an unincorporated organisation,
	and a governmental entity or any department, agency, or
	political subdivision thereof, and any other entity.
Plan Asset Regulations	The regulations promulgated by the U.S. Department of
	Labor at 29 CFR 2510.3-101, as modified by section 3(42)
	of ERISA.
Plan Investor	(i) an ''employee benefit plan'' as defined in section 3(3)
	of ERISA that is subject to Title I of ERISA; (ii) a ''plan'' as
	defined in Section 4975 of the U.S. Code, including an
	individual retirement account or other arrangement that
	is subject to Section 4975 of the U.S. Code; or (iii) an
	entity whose underlying assets are considered to include
	''plan assets'' by reason of investment by an ''employee
	benefit plan'' or ''plan'' described in the preceding clause
	(i) or (ii) in such entity pursuant to the Plan Asset
	Regulations.
Plan Threshold	Ownership by benefit plan investors, as defined under
	section 3(42) of ERISA, in the aggregate of 25 per cent. or
	more of the value of any class of equity in the Company

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	(calculated by excluding the value of any equity held by
	any person (other than a benefit plan investor, as defined
	under section 3(42) of ERISA) that has discretionary
	authority or control with respect to the assets of the
	Company or that provides investment advice for a fee
	(direct or indirect) with respect to such assets, or any
	affiliate of such a person); the term shall be amended to
	reflect such new ownership threshold that may be
	established by a change in the Plan Asset Regulations or
	other applicable law.
Present In Person	In relation to general meetings of the Company and to
	meetings of the holders of any class of shares, includes
	present by attorney or by Proxy or, in the case of a
	corporate Member, by duly authorised corporate
	representative.
Proxy	Includes attorney.
Redemption Announcement	An announcement made by the Company to
	shareholders in advance of and in respect of any
	compulsory redemption.
Redemption Date	The date on which the relevant compulsory redemption
	becomes effective.
Redemption Price	The price per share as determined by the Directors and
	which is expected to be the Net Asset Value per share of
	the relevant class or classes of shares that will be
	redeemed on a particular Redemption Date (as at a NAV
	Calculation Date selected by the Directors), less the costs
	associated with the relevant redemption and as adjusted
	as the Directors consider appropriate.
Redemption Record Date	The close of business on the relevant Redemption Date
	or as otherwise set out in the relevant Redemption
	Announcement.
Register or Register of Members	The register of Members kept pursuant to the Companies
	Law which shall, unless the context otherwise requires,
	include the register required to be kept by the Company
	under the Regulations and the Rules in respect of

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