Common use of Purchase of Shares Clause in Contracts

Purchase of Shares. (a) As General Distributor, you shall have the right to accept or reject orders for the purchase of Shares at your discretion. Any consideration which you may receive in connection with a rejected purchase order will be returned promptly. (b) You agree promptly to issue or to cause the duly appointed transfer or shareholder servicing agent of the Fund to issue as your agent confirmations of all accepted purchase orders and to transmit a copy of such confirmations to the Fund. The net asset value of all Shares which are the subject of such confirmations, computed in accordance with the applicable rules under the 1940 Act, shall be a liability of the General Distributor to the Fund to be paid promptly after receipt of payment from the originating dealer or broker (or investor, in the case of direct purchases) and not later than eleven business days after such confirmation even if you have not actually received payment from the originating dealer or broker, or investor. In no event shall the General Distributor make payment to the Fund later than permitted by applicable rules of the National Association of Securities Dealers, Inc. (c) If the originating dealer or broker shall fail to make timely settlement of its purchase order in accordance with applicable rules of the National Association of Securities Dealers, Inc., or if a direct purchaser shall fail to make good payment for shares in a timely manner, you shall have the right to cancel such purchase order and, at your account and risk, to hold responsible the originating dealer or broker, or investor. You agree promptly to reimburse the Fund for losses suffered by it that are attributable to any such cancellation, or to errors on your part in relation to the effective date of accepted purchase orders, limited to the amount that such losses exceed contemporaneous gains realized by the Fund for either of such reasons with respect to other purchase orders. (d) In the case of a canceled purchase for the account of a directly purchasing shareholder, the Fund agrees that if such investor fails to make you whole for any loss you pay to the Fund on such canceled purchase order, the Fund will reimburse you for such loss to the extent of the aggregate redemption proceeds of any other shares of the Fund owned by such investor, on your demand that the Fund exercise its right to claim such redemption proceeds. The Fund shall register or cause to be registered all Shares sold to you pursuant to the provisions hereof in such names and amounts as you may request from time to time and the Fund shall issue or cause to be issued certificates evidencing such Shares for delivery to you or pursuant to your direction if and to the extent that the shareholder account in question contemplates the issuance of such certificates. All Shares, when so issued and paid for, shall be fully paid and non-assessable by the Fund (which shall not prevent the imposition of any CDSC that may apply) to the extent set forth in the current Prospectus and/or SAI.

Purchase of Shares. (a) As General Distributor, you shall have the right to accept or reject orders for the purchase of Shares at your discretion. Any consideration which you may receive in connection with a rejected purchase order will be returned promptly. (b) You agree promptly to issue or to cause the duly appointed transfer or shareholder servicing agent of the Fund to issue as your agent confirmations of all accepted purchase orders and to transmit a copy of such confirmations to the Fund. The net asset value of all Shares which are the subject of such confirmations, computed in accordance with the applicable rules under the 1940 Act, shall be a liability of the General Distributor to the Fund to be paid promptly after receipt of payment from the originating dealer or broker (or investor, in the case of direct purchases) and not later than eleven business days after such confirmation even if you have not actually received payment from the originating dealer or broker, broker or investor. In no event shall the General Distributor make payment to the Fund later than permitted by applicable rules of the National Association of Securities Dealers, Inc. (c) If the originating dealer or broker shall fail to make timely settlement of its purchase order in accordance with applicable rules of the National Association of Securities Dealers, Inc., or if a direct purchaser shall fail to make good payment for shares in a timely manner, you shall have the right to cancel such purchase order and, at your account and risk, to hold responsible the originating dealer or broker, or investor. You agree promptly to reimburse the Fund for losses suffered by it that are attributable to any such cancellation, or to errors on your part in relation to the effective date of accepted purchase orders, limited to the amount that such losses exceed contemporaneous gains realized by the Fund for either of such reasons with respect to other purchase orders. (d) In the case of a canceled purchase for the account of a directly purchasing shareholder, the Fund agrees that if such investor fails to make you whole for any loss you pay to the Fund on such canceled purchase order, the Fund will reimburse you for such loss to the extent of the aggregate redemption proceeds of any other shares of the Fund owned by such investor, on your demand that the Fund exercise its right to claim such redemption proceeds. The Fund shall register or cause to be registered all Shares sold to you pursuant to the provisions hereof in such names and amounts as you may request from time to time and the Fund shall issue or cause to be issued certificates evidencing such Shares for delivery to you or pursuant to your direction if and to the extent that the shareholder account in question contemplates the issuance of such certificates. All Shares, Shares when so issued and paid for, shall be fully paid and non-assessable by the Fund (which shall not prevent the imposition of any CDSC that may apply) to the extent set forth in the current Prospectus and/or SAI.

Purchase of Shares. (a) As General Distributor, you shall have the right to accept or reject orders for the purchase of Shares at your discretion, provided, however, that you agree not to exercise that discretion in a manner inconsistent with the Trust's obligations under any participation agreement to which the Trust is a party and to which the Shares are subject. Any consideration which you may receive in connection with a rejected purchase order will be returned promptly. Shares of the Fund may be sold by you only at net asset value without sales charge upon receipt of Federal Funds for the purchase of any Shares sold by you pursuant to provisions hereof. (b) You agree promptly to issue or to cause the duly appointed transfer or shareholder servicing agent of the Fund to issue as your agent confirmations of all accepted purchase orders and to transmit a copy of such confirmations to the FundTrust. The net asset value of all Shares which are the subject of such confirmations, computed in accordance with the applicable rules under the 1940 Act, shall be a liability of the General Distributor to the Fund Trust to be paid promptly after receipt of payment from the originating authorized insurance company, dealer or broker (or investorcollectively, in the case of direct purchasesauthorized "insurance company") and not later than eleven business days after such confirmation even if you have not actually received payment from the originating dealer or broker, authorized insurance company or investor. In no event shall the General Distributor make payment to the Fund Trust later than permitted by applicable rules of the National Association of Securities Dealers, Inc.Inc. Notwithstanding the provisions of part (a) of this Section 3 of this Agreement, purchase orders received from an authorized insurance company after the latest determination of the Fund's net asset value on a regular business day will receive that latest net asset value if the request to the authorized insurance company by its customer to arrange such purchase prior to the latest determination of the Fund's net asset value that day complies with the requirements governing such requests as stated in the current Prospectus and/or SAI. (c) If the originating dealer or broker authorized insurance company shall fail to make timely settlement of its purchase order in accordance with applicable rules of the National Association of Securities Dealers, Inc., or if a direct any purchaser shall fail to make good payment for shares Shares in a timely manner, you shall have the right to cancel such purchase order and, at your account and risk, to hold responsible the originating dealer or broker, authorized insurance company or investor. You agree promptly to reimburse the Fund Trust for losses suffered by it that are attributable to any such cancellation, or to errors on your part in relation to the effective date of accepted purchase orders, limited to the amount that such losses exceed contemporaneous gains realized by the Fund Trust for either of such reasons with respect to other purchase orders. (d) In the case of a canceled purchase for the account of a directly purchasing shareholder, the Fund Trust agrees that if such investor fails to make you whole for any loss you pay to the Fund Trust on such canceled purchase order, the Fund Trust will reimburse you for such loss to the extent of the aggregate redemption proceeds of any other shares Shares of the Fund owned by such investor, on your demand that the Fund Trust exercise its right to claim such redemption proceeds. The Fund Trust shall register or cause to be registered all Shares sold to you pursuant to the provisions hereof in such names and amounts as you may request from time to time and the Fund Trust shall issue or cause to be issued certificates evidencing such Shares for delivery to you or pursuant to your direction if and to the extent that the shareholder account in question contemplates the issuance of such certificates. All Shares, Shares when so issued and paid for, shall be fully paid and non-assessable by the Fund (which shall not prevent the imposition of any CDSC that may apply) Trust to the extent set forth in the current Prospectus and/or SAI.

Purchase of Shares. (a) As General Distributor, you shall have the right to accept or reject orders for the purchase of Shares at your discretion. Any consideration which you may receive in connection with a rejected purchase order will be returned promptly. (b) You agree promptly to issue or to cause an agent appointed by you or the duly appointed transfer or shareholder servicing agent of the Fund Trust to issue as your agent confirmations of all accepted purchase orders and to transmit a copy of such confirmations to the FundTrust. The net asset value of all Shares which are the subject of such confirmations, computed in accordance with the applicable rules under the 1940 Act, shall be a liability of the General Distributor to the Fund Trust to be paid promptly after receipt of payment from the originating dealer or broker (or investor, in the case of direct purchases) and not later than eleven business days after such confirmation even if you have not actually received payment from the originating dealer or broker, or investor. In no event shall the General Distributor make payment to the Fund Trust later than permitted by applicable rules of the National Association of Securities Dealers, Inc. (c) If the originating dealer or broker shall fail to make timely settlement of its purchase order in accordance with applicable rules of the National Association of Securities Dealers, Inc., or if a direct purchaser shall fail to make good payment for shares Shares in a timely manner, you shall have the right to cancel such purchase order and, at your account and risk, to hold responsible the originating dealer or broker, or investor. You agree promptly to reimburse the a Fund for losses suffered by it that are attributable to any such cancellation, or to errors on your part in relation to the effective date of accepted purchase orders, limited to the amount that such losses exceed contemporaneous gains realized by the a Fund for either of such reasons with respect to other purchase orders. (d) In the case of a canceled purchase for the account of a directly purchasing shareholder, the Fund Trust agrees that if such investor fails to make you whole for any loss you pay to the a Fund on such canceled purchase order, the a Fund will reimburse you for such loss to the extent of the aggregate redemption proceeds of any other shares Shares of the a Fund owned by such investor, on your demand that the a Fund exercise its right to claim such redemption proceeds. The Fund Trust shall register or cause to be registered all Shares sold to you pursuant to the provisions hereof in such names and amounts as you may request from time to time and the Fund shall issue or cause to be issued certificates evidencing such Shares for delivery to you or pursuant to your direction if and to the extent that the shareholder account in question contemplates the issuance of such certificatestime. All Shares, when so issued and paid for, shall be fully paid and non-assessable by the Fund Trust (which shall not prevent the imposition of any CDSC that may apply) to the extent set forth in the current Prospectus and/or SAI.

Purchase of Shares. (a) As General Distributor, you shall have the right to accept or reject orders for the purchase of Shares at your discretion. Any consideration which you may receive in connection with a rejected purchase order will be returned promptly. (b) You agree promptly to issue or to cause the duly appointed transfer or shareholder servicing agent of the Fund to issue as your agent confirmations of all accepted purchase orders and to transmit a copy of such confirmations to the Fund. The net asset value of all Shares which are the subject of such confirmations, computed in accordance with the applicable rules under the 1940 Act, shall be a liability of the General Distributor to the Fund to be paid promptly after receipt of payment from the originating dealer or broker (or investor, in the case of direct purchases) and not later than eleven business days after such confirmation even if you have not actually received payment from the originating dealer or broker, or investor. In no event shall the General Distributor make payment to the Fund later than permitted by applicable rules of the National Association of Securities Dealers, Inc.NASD. (c) If the originating dealer or broker shall fail to make timely settlement of its purchase order in accordance with applicable rules of the National Association of Securities Dealers, Inc.NASD, or if a direct purchaser shall fail to make good payment for shares in a timely manner, you shall have the right to cancel such purchase order and, at your account and risk, to hold responsible the originating dealer or broker, or investor. You agree promptly to reimburse the Fund for losses suffered by it that are attributable to any such cancellation, or to errors on your part in relation to the effective date of accepted purchase orders, limited to the amount that such losses exceed contemporaneous gains realized by the Fund for either of such reasons with respect to other purchase orders. (d) In the case of a canceled purchase for the account of a directly purchasing shareholder, the Fund agrees that if such investor fails to make you whole for any loss you pay to the Fund on such canceled purchase order, the Fund will reimburse you for such loss to the extent of the aggregate redemption proceeds of any other shares of the Fund owned by such investor, on your demand that the Fund exercise its right to claim such redemption proceeds. The Fund shall register or cause to be registered all Shares sold to you pursuant to the provisions hereof in such names and amounts as you may request from time to time and the Fund shall issue or cause to be issued certificates evidencing such Shares for delivery to you or pursuant to your direction if and to the extent that the shareholder account in question contemplates the issuance of such certificates. All Shares, when so issued and paid for, shall be fully paid and non-assessable by the Fund (which shall not prevent the imposition of any CDSC that may apply) to the extent set forth in the current Prospectus and/or SAI.

Purchase of Shares. (a) As General Distributor, you shall have the right to accept or reject orders for the purchase of Shares at your discretion, provided, however, that you agree not to exercise that discretion in a manner inconsistent with the Company's obligations under any participation agreement to which the Company is a party and to which the Shares are subject. Any consideration which you may receive in connection with a rejected purchase order will be returned promptly. Shares of the Portfolio may be sold by you only at net asset value without sales charge upon receipt of Federal Funds for the purchase of any Shares sold by you pursuant to provisions hereof. (b) You agree promptly to issue or to cause the duly appointed transfer or shareholder servicing agent of the Fund Portfolio to issue as your agent confirmations of all accepted purchase orders and to transmit a copy of such confirmations to the FundCompany. The net asset value of all Shares which are the subject of such confirmations, computed in accordance with the applicable rules under the 1940 Act, shall be a liability of the General Distributor to the Fund Company to be paid promptly after receipt of payment from the originating authorized insurance company, dealer or broker (or investorcollectively, in the case of direct purchasesauthorized "insurance company") and not later than eleven business days after such confirmation even if you have not actually received payment from the originating dealer or broker, authorized insurance company or investor. In no event shall the General Distributor make payment to the Fund Company later than permitted by applicable rules of the National Association of Securities Dealers, Inc.Inc. Notwithstanding the provisions of part (a) of this Section 3 of this Agreement, purchase orders received from an authorized insurance company after the latest determination of the Portfolio's net asset value on a regular business day will receive that latest net asset value if the request to the authorized insurance company by its customer to arrange such purchase prior to the latest determination of the Portfolio's net asset value that day complies with the requirements governing such requests as stated in the current Prospectus and/or SAI. (c) If the originating dealer or broker authorized insurance company shall fail to make timely settlement of its purchase order in accordance with applicable rules of the National Association of Securities Dealers, Inc., or if a direct any purchaser shall fail to make good payment for shares Shares in a timely manner, you shall have the right to cancel such purchase order and, at your account and risk, to hold responsible the originating dealer or broker, authorized insurance company or investor. You agree promptly to reimburse the Fund Company for losses suffered by it that are attributable to any such cancellation, or to errors on your part in relation to the effective date of accepted purchase orders, limited to the amount that such losses exceed contemporaneous gains realized by the Fund Company for either of such reasons with respect to other purchase orders. (d) In the case of a canceled purchase for the account of a directly purchasing shareholder, the Fund Company agrees that if such investor fails to make you whole for any loss you pay to the Fund Company on such canceled purchase order, the Fund Company will reimburse you for such loss to the extent of the aggregate redemption proceeds of any other shares Shares of the Fund Portfolio owned by such investor, on your demand that the Fund Company exercise its right to claim such redemption proceeds. The Fund Company shall register or cause to be registered all Shares sold to you pursuant to the provisions hereof in such names and amounts as you may request from time to time and the Fund Company shall issue or cause to be issued certificates evidencing such Shares for delivery to you or pursuant to your direction if and to the extent that the shareholder account in question contemplates the issuance of such certificates. All Shares, Shares when so issued and paid for, shall be fully paid and non-assessable by the Fund (which shall not prevent the imposition of any CDSC that may apply) Company to the extent set forth in the current Prospectus and/or SAI.

Purchase of Shares. (a) As General Distributor, you shall have the right to accept or reject orders for the purchase of Shares at your discretion. Any consideration which you may receive in connection with a rejected purchase order will be returned promptly. (b) You agree promptly to issue or to cause the duly appointed transfer or shareholder servicing agent of the Fund to issue as your agent confirmations of all accepted purchase orders and to transmit a copy of such confirmations to the Fund. The net asset value of all Shares which are the subject of such confirmations, computed in accordance with the applicable rules under the 1940 Act, shall be a liability of the General Distributor to the Fund to be paid promptly after receipt of payment from the originating dealer or broker (or investor, in the case of direct purchases) and not later than eleven business days after such confirmation even if you have not actually received payment from the originating dealer or broker, or investor. In no event shall the General Distributor make payment to the Fund later than permitted by applicable rules of in accordance with the National Association of Securities Dealers, Inc.Inc. rules of conduct as administered by the Financial Industry Regulatory Authority ("FINRA"). (c) If the originating dealer or broker shall fail to make timely settlement of its purchase order in accordance with applicable rules of the National Association of Securities Dealers, Inc.FINRA, or if a direct purchaser shall fail to make good payment for shares in a timely manner, you shall have the right to cancel such purchase order and, at your account and risk, to hold responsible the originating dealer or broker, or investor. You agree promptly to reimburse the Fund for losses suffered by it that are attributable to any such cancellation, or to errors on your part in relation to the effective date of accepted purchase orders, limited to the amount that such losses exceed contemporaneous gains realized by the Fund for either of such reasons with respect to other purchase orders. (d) In the case of a canceled purchase for the account of a directly purchasing shareholder, the Fund agrees that if such investor fails to make you whole for any loss you pay to the Fund on such canceled purchase order, the Fund will reimburse you for such loss to the extent of the aggregate redemption proceeds of any other shares of the Fund owned by such investor, on your demand that the Fund exercise its right to claim such redemption proceeds. The Fund shall register or cause to be registered all Shares sold to you pursuant to the provisions hereof in such names and amounts as you may request from time to time and the Fund shall issue or cause to be issued certificates evidencing such Shares for delivery to you or pursuant to your direction if and to the extent that the shareholder account in question contemplates the issuance of such certificates. All Shares, when so issued and paid for, shall be fully paid and non-assessable by the Fund (which shall not prevent the imposition of any CDSC that may apply) to the extent set forth in the current Prospectus and/or SAI.

Purchase of Shares. (a) As General DistributorOn the terms contained in this Agreement, you the Buyer does hereby purchase from the Seller, and the Seller does hereby sell to the Buyer, the Securities, for an aggregate purchase price of $1,437,500 (the “Purchase Price”). On the Closing Date, (i) the Seller shall have deliver to the right Buyer (or its designee) executed stock powers or other instruments of transfer with respect to accept or reject orders for all of the purchase Securities that are reasonably necessary to transfer ownership of Shares at your discretion. Any consideration which you may receive in connection with a rejected purchase order will be returned promptlythe Securities to the Buyer, and (ii) the Buyer shall pay the Purchase Price to the Seller by wire transfer of an amount of immediately available funds equal to the Purchase Price to an account designated by the Seller. (b) You agree promptly to issue or to cause Other than the following representations and warranties, the Buyer is purchasing the securities “as is”: (i) The Seller is duly appointed transfer or shareholder servicing agent organized, validly existing and in good standing under the laws of the Fund British Virgin Island; (ii) The Seller has made no assignment, transfer, or conveyance to issue as your agent confirmations any party of the Securities, in whole or in part; (iii) The Seller is the owner of, and authorized and entitled to sell, the Securities free and clear of any and all accepted purchase orders liens, claims, security interests or encumbrances of any kind or nature whatsoever; (iv) The Seller has full power and authority to execute and deliver this Agreement and to transmit perform its obligations hereunder, and this Agreement constitutes a copy valid, legal and binding obligation of such confirmations to the Fund. The net asset value of all Shares which are Seller, enforceable against the subject of such confirmations, computed Seller in accordance with its terms and conditions; and (v) Neither the applicable rules under the 1940 Actexecution, shall be a liability delivery or performance of this Agreement nor consummation of the General Distributor to transactions contemplated hereby will violate or contravene any law, rule, regulation, order, agreement or instrument affecting the Fund to be paid promptly after receipt of payment from the originating dealer or broker (or investor, in the case of direct purchases) and not later than eleven business days after such confirmation even if you have not actually received payment from the originating dealer or broker, or investor. In no event shall the General Distributor make payment to the Fund later than permitted by applicable rules of the National Association of Securities Dealers, Inc.Seller; (c) If The Closing Date shall be the originating dealer or broker shall fail to make timely settlement of its purchase order in accordance with applicable rules of the National Association of Securities Dealers, Inc., or if a direct purchaser shall fail to make good payment for shares in a timely manner, you shall have the right to cancel such purchase order and, at your account and risk, to hold responsible the originating dealer or broker, or investor. You agree promptly to reimburse the Fund for losses suffered by it that are attributable to any such cancellation, or to errors on your part in relation date mutually agreeable to the effective Seller and the Buyer, but in no event later than 3 days after the date of accepted purchase orders, limited to the amount that such losses exceed contemporaneous gains realized execution of this Agreement by the Fund for either of such reasons with respect to other purchase ordersall parties hereto. (d) In the case of a canceled purchase for the account of a directly purchasing shareholder, the Fund agrees that if such investor fails to make you whole for any loss you pay to the Fund on such canceled purchase order, the Fund will reimburse you for such loss to the extent of the aggregate redemption proceeds of any other shares of the Fund owned by such investor, on your demand that the Fund exercise its right to claim such redemption proceeds. The Fund shall register or cause to be registered all Shares sold to you pursuant to the provisions hereof in such names and amounts as you may request from time to time and the Fund shall issue or cause to be issued certificates evidencing such Shares for delivery to you or pursuant to your direction if and to the extent that the shareholder account in question contemplates the issuance of such certificates. All Shares, when so issued and paid for, shall be fully paid and non-assessable by the Fund (which shall not prevent the imposition of any CDSC that may apply) to the extent set forth in the current Prospectus and/or SAI.

Purchase of Shares. Upon the terms and subject to the conditions of this Agreement, and on the basis of the representations and warranties hereinafter set forth, Seller agrees to sell, transfer, convey, assign and deliver to Buyer, and Buyer agrees to acquire and buy from Seller, the Shares, free and clear of all liens immediately upon receipt of the requisite consents of Seller’s lenders. (a) As General DistributorPending delivery of the Shares, you Seller agrees to convey to Buyer, and Buyer agrees to assume from Seller, all of the economic benefits and burdens of the Owner and of ownership of the Vessel. In furtherance of the foregoing, as of 12:01 AM, Athens Time, on the Initial Closing Date (as defined below), Seller shall have cause the right Owner to accept hold any funds received from whatever source, on account and to the benefit of Buyer subject to payment of the Owner’s liabilities and obligations; provided, however, that Seller shall not permit the Owner to incur any new obligations or reject orders for liabilities without the purchase consent of Shares at your discretionBuyer. Any consideration which you may receive It is clarified that any earnings of the Owner collected or to be collected by the Owner and any and all expenses incurred or to be incurred by the Owner in connection with a rejected purchase order will the time up to 12.00 AM, Athens time, on the Initial Closing Date shall be returned promptlyto the benefit or at the expense, respectively, of Seller. (b) You agree promptly to issue or to cause Commencing with the duly appointed transfer or shareholder servicing agent delivery of the Fund Vessel from the Builder, Seller shall cause all charter hire to issue as your agent confirmations be received at the account of all accepted purchase orders the Owner with the Lending Bank and will cause such charter hire to transmit be utilized from such account to cover: (i) the Vessel’s running expenses under her management by CARDIFF MARINE INC.; (ii) the retention account for the payment of principal under the relevant loan facility agreement between the Owner and Nordea Bank acting on behalf of a copy syndicate of such confirmations Banks; (iii) interest and any other amounts payable under the relevant loan; (iv) any liquidity requirements for the relevant loan; (v) any contractual liabilities of the Owner pursuant to the Fundany swaps Agreement; (vi) any other obligations that have been incurred with Buyer’s consent. The net asset value of all Shares which are the subject of such confirmationssurplus, computed in accordance with the applicable rules under the 1940 Actif any, shall will be a liability of the General Distributor to the Fund to be paid promptly after receipt of payment from the originating dealer or broker (or investor, in the case of direct purchases) and not later than eleven business days after such confirmation even if you have not actually received payment from the originating dealer or broker, or investor. In no event shall the General Distributor make payment to the Fund later than permitted by applicable rules of the National Association of Securities Dealers, Inc. (c) If the originating dealer or broker shall fail to make timely settlement of its purchase order in accordance with applicable rules of the National Association of Securities Dealers, Inc., or if a direct purchaser shall fail to make good payment for shares in a timely manner, you shall have the right to cancel such purchase order and, at your account and risk, to hold responsible the originating dealer or broker, or investor. You agree promptly to reimburse the Fund for losses suffered by it that are attributable to any such cancellation, or to errors on your part in relation to the effective date of accepted purchase orders, limited to the amount that such losses exceed contemporaneous gains realized held by the Fund for either of such reasons with respect to other purchase orders. (d) In the case of a canceled purchase Owner for the account of a directly purchasing shareholder, Buyer and shall be distributed / remitted to Buyer on request as permitted by the Fund agrees that if such investor fails to make you whole for any loss you pay to existing Loan Agreement. The Owner is and shall remain the Fund on such canceled purchase order, the Fund will reimburse you for such loss to the extent beneficiary of the aggregate redemption proceeds of any other shares of warranties from the Fund owned by such investor, on your demand that the Fund exercise its right to claim such redemption proceeds. The Fund shall register or cause to be registered all Shares sold to you pursuant to the provisions hereof in such names and amounts as you may request from time to time and the Fund shall issue or cause to be issued certificates evidencing such Shares for delivery to you or pursuant to your direction if and to the extent that the shareholder account in question contemplates the issuance of such certificates. All Shares, when so issued and paid for, shall be fully paid and non-assessable by the Fund (which shall not prevent the imposition of any CDSC that may apply) to the extent set forth in the current Prospectus and/or SAIBuilder.

Purchase of Shares. (a) As General Distributor, you shall have the right to accept or reject orders for the purchase of Shares at your discretion. Any consideration which you may receive in connection with a rejected purchase order will be returned promptly. (b) You agree promptly to issue or to cause the duly appointed transfer or shareholder servicing agent of the Fund to issue as your agent confirmations of all accepted purchase orders and to transmit a copy of such confirmations to the Fund. The net asset value of all Shares which are the subject of such confirmations, computed in accordance with the applicable rules under the 1940 Act, shall be a liability responsibility of the General Distributor to the Fund to be paid forward promptly after receipt of payment from the originating dealer or broker (or investor, in the case of direct purchases) and not later than eleven business days after such confirmation even if you have not actually received payment from the originating dealer or broker, or investor). In no event shall the General Distributor make forward such payment to the Fund later than permitted by applicable rules of the National Association of Securities Dealers, Inc. (c) If the originating dealer or broker shall fail to make timely settlement of its purchase order in accordance with applicable rules of the National Association of Securities Dealers, Inc., or if a direct purchaser shall fail fail, at the Fund's direction, to make good payment for shares Shares in a timely manner, you shall have the right to cancel such purchase order and, at your account and risk, to hold responsible the originating dealer or broker, or investororder. You agree promptly to reimburse the Fund for losses suffered by it that are attributable to any such cancellation, or to errors on your part in relation to the effective date of accepted purchase orders, limited to the amount that such losses exceed contemporaneous gains realized by the Fund fund for either of such reasons with respect to other purchase orders. (d) In the case of a canceled purchase for the account of a directly purchasing shareholder, the Fund agrees that if such investor fails to make you whole for any loss you pay to the Fund on such canceled purchase order, the Fund will reimburse you for such loss to the extent of the aggregate redemption proceeds of any other shares Shares of the Fund owned by such investor, on your demand that the Fund exercise its right to claim such redemption proceeds. The Fund shall register or cause to be registered all Shares sold to by you pursuant to the provisions hereof in such names and amounts as you may request from time to time and the Fund shall issue or cause to be issued certificates evidencing such Shares for delivery to by you or pursuant to your direction if and to the extent that the shareholder account in question contemplates the issuance of such certificates. All Shares, Shares when so issued and paid for, shall be fully paid and non-assessable by the Fund (which shall not prevent the imposition of any CDSC Redemption Fee that may apply) to the extent set forth in the current Prospectus and/or SAI.

Purchase of Shares. (a) As General Distributor, you shall have the right to accept or reject orders for the purchase of Shares at your discretion. Any consideration which you may receive in connection with a rejected purchase order will be returned promptly. (b) You agree promptly to issue or to cause the duly appointed transfer or shareholder servicing agent of the Fund to issue as your agent confirmations of all accepted purchase orders and to transmit a copy of such confirmations to the Fund. The net asset value of all Shares which are the subject of such confirmations, computed in In accordance with the applicable rules under provisions of the 1940 ActOption Agreement, Purchaser hereby subscribes for and, upon acceptance by the Company hereof, shall be a liability of purchase the General Distributor to the Fund to be paid promptly after receipt of payment from the originating dealer or broker (or investor, in the case of direct purchases) and not later than eleven business days after such confirmation even if you have not actually received payment from the originating dealer or broker, or investorShares. In no event shall the General Distributor make payment to the Fund later than permitted by applicable rules of the National Association of Securities Dealers, Inc. (c) If the originating dealer or broker shall fail to make timely settlement of its The aggregate purchase order in accordance with applicable rules of the National Association of Securities Dealers, Inc., or if a direct purchaser shall fail to make good payment for shares in a timely manner, you shall have the right to cancel such purchase order and, at your account and risk, to hold responsible the originating dealer or broker, or investor. You agree promptly to reimburse the Fund for losses suffered by it that are attributable to any such cancellation, or to errors on your part in relation to the effective date of accepted purchase orders, limited to the amount that such losses exceed contemporaneous gains realized by the Fund for either of such reasons with respect to other purchase orders. (d) In the case of a canceled purchase price for the account of a directly purchasing shareholder, the Fund agrees that if such investor fails to make you whole for any loss you pay to the Fund on such canceled purchase order, the Fund will reimburse you for such loss to the extent of the aggregate redemption proceeds of any other shares of the Fund owned by such investor, on your demand that the Fund exercise its right to claim such redemption proceeds. The Fund shall register or cause to be registered all Shares sold to you pursuant to the provisions hereof in such names and amounts as you may request from time to time and the Fund shall issue or cause to be issued certificates evidencing such Shares for delivery to you or pursuant to your direction if and to the extent that the shareholder account in question contemplates the issuance of such certificates. All Shares, when so issued and paid for, shall be fully paid and non-assessable by the Fund (which shall not prevent the imposition of any CDSC that may apply) to the extent set forth in the current Prospectus and/or SAIExercise Notice and the amount of any taxes and other withholding required to be paid to the Company by Purchaser in connection with such purchase shall be paid by Purchaser in the manner prescribed in the Option Agreement. Upon receipt of payment by the Company for the Shares and for any required withholding, (a) if no Fiduciary Agreement is in effect at the time the Shares are purchased, the Company shall register the Purchaser in the share register of the Company and issue to Purchaser one or more certificates in the name of Purchaser for the Shares and (b) if a Fiduciary Agreement is in effect at the time the Shares are purchased, the Company shall register the Fiduciary in the share register of the Company and issue to the Fiduciary one or more certificates in the name of the Fiduciary for the Shares and the Fiduciary shall hold such Shares for the benefit of Purchaser until such time as the Company is no longer a Societé à Responsabilité Limitée organized under the laws of the Grand Duchy of Luxembourg (or, if deemed necessary by the Company, on such later date on which the Company ceases to be a Societé d’Investissement en Capital à Risque organized under the laws of the Grand Duchy of Luxembourg). Purchaser (and, if applicable, the Fiduciary, who shall also become a party to this Agreement immediately following the execution of a Fiduciary Agreement by the Company, Purchaser and the Fiduciary) agrees that the Shares shall be subject to all terms and conditions of this Agreement, the Shareholders Agreement, and, if applicable, the Fiduciary Agreement. Capitalized terms used in this Agreement and not otherwise defined shall have the definitions set forth in the Option Agreement or the Plan, as applicable.

Purchase of Shares. (a) As General Distributor, you shall have the right to accept or reject orders for the purchase of Shares at your discretion. Any consideration which you may receive in connection with a rejected purchase order will be returned promptly. (b) You agree promptly to issue or to cause the duly appointed transfer or shareholder servicing agent of the Fund to issue as your agent confirmations of all accepted purchase orders and to transmit a copy of such confirmations to the Fund. The net asset value of all Shares which are the subject of such confirmations, computed in accordance with the applicable rules under the 1940 Act, shall be a liability of the General Distributor to the Company on behalf of the Fund to be paid promptly after receipt of payment from the originating dealer or broker (or investor, in the case of direct purchases) and not later than eleven business days after such confirmation even if you have not actually received payment from the originating dealer or broker, broker or investor. In no event shall the General Distributor make payment to the Fund later than permitted by applicable rules of the National Association of Securities Dealers, Inc. (c) If the originating dealer or broker shall fail to make timely settlement of its purchase order in accordance with applicable rules of the National Association of Securities Dealers, Inc., or if a direct purchaser shall fail to make good payment for shares in a timely manner, you shall have the right to cancel such purchase order and, at your account and risk, to hold responsible the originating dealer or broker, or investor. You agree promptly to reimburse the Fund for losses suffered by it that are attributable to any such cancellation, or to errors on your part in relation to the effective date of accepted purchase orders, limited to the amount that such losses exceed contemporaneous gains realized by the Fund for either of such reasons with respect to other purchase orders. (d) In the case of a canceled purchase for the account of a directly purchasing shareholder, the Company on behalf of the Fund agrees that if such investor fails to make you whole for any loss you pay to the Fund on such canceled purchase order, the Fund will reimburse you for such loss to the extent of the aggregate redemption proceeds of any other shares of the Fund owned by such investor, on your demand that the Fund exercise its right to claim such redemption proceeds. The Company on behalf of the Fund shall register or cause to be registered all Shares sold to you pursuant to the provisions hereof in such names and amounts as you may request from time to time and the Company on behalf of the Fund shall issue or cause to be issued certificates evidencing such Shares for delivery to you or pursuant to your direction if and to the extent that the shareholder account in question contemplates the issuance of such certificates. All Shares, Shares when so issued and paid for, shall be fully paid and non-assessable by the Company on behalf of the Fund (which shall not prevent the imposition of any CDSC that may apply) to the extent set forth in the current Prospectus and/or SAI.

Purchase of Shares. (a) As General Distributor, you shall have the right to accept or reject orders for the purchase of Shares at your discretion. Any consideration which you may receive in connection with a rejected purchase order will be returned promptly. (b) You agree promptly to issue or to cause the duly appointed transfer or shareholder servicing agent of the Fund to issue as your agent confirmations of all accepted purchase orders and to transmit a copy of such confirmations to the Fund. The net asset value of all Shares which are the subject of such confirmations, computed in accordance with the applicable rules under the 1940 Act, shall be a liability of the General Distributor to the Fund to be paid promptly after receipt of payment from the originating dealer or broker (or investor, in the case of direct purchases) and not later than eleven business days after such confirmation even if you have not actually received payment from the originating dealer or broker, or investor. In no event shall the General Distributor make payment to the Fund later than permitted by applicable rules of the National Association of Securities Dealers, Inc.Financial Industry Regulatory Authority (FINRA). (c) If the originating dealer or broker shall fail to make timely settlement of its purchase order in accordance with applicable rules of the National Association of Securities Dealers, Inc.FINRA, or if a direct purchaser shall fail to make good payment for shares in a timely manner, you shall have the right to cancel such purchase order and, at your account and risk, to hold responsible the originating dealer or broker, or investor. You agree promptly to reimburse the Fund for losses suffered by it that are attributable to any such cancellation, or to errors on your part in relation to the effective date of accepted purchase orders, limited to the amount that such losses exceed contemporaneous gains realized by the Fund for either of such reasons with respect to other purchase orders. (d) In the case of a canceled purchase for the account of a directly purchasing shareholder, the Fund agrees that if such investor fails to make you whole for any loss you pay to the Fund on such canceled purchase order, the Fund will reimburse you for such loss to the extent of the aggregate redemption proceeds of any other shares of the Fund owned by such investor, on your demand that the Fund exercise its right to claim such redemption proceeds. The Fund shall register or cause to be registered all Shares sold to you pursuant to the provisions hereof in such names and amounts as you may request from time to time and the Fund shall issue or cause to be issued certificates evidencing such Shares for delivery to you or pursuant to your direction if and to the extent that the shareholder account in question contemplates the issuance of such certificates. All Shares, when so issued and paid for, shall be fully paid and non-assessable by the Fund (which shall not prevent the imposition of any CDSC that may apply) to the extent set forth in the current Prospectus and/or SAI.

Purchase of Shares. (a) As General Distributor, you shall have the right to accept or reject orders for the purchase of Shares at your discretion. Any consideration which you may receive in connection with a rejected purchase order will be returned promptly. (b) You agree promptly to issue or to cause the duly appointed transfer or shareholder servicing agent of the Fund to issue as your agent confirmations of all accepted purchase orders and to transmit a copy of such confirmations to the Fund. The net asset value of all Shares which are the subject of such confirmations, computed in accordance with the applicable rules under the 1940 Act, shall be a liability of the General Distributor to the Fund to be paid promptly after receipt of payment from the originating dealer or broker (or investor, in the case of direct purchases) and not later than eleven business days after such confirmation even if you have not actually received payment from the originating dealer or broker, broker or investor. In no event shall the General Distributor make payment to the Fund later than permitted by applicable rules of the National Association of Securities Dealers, Inc. (c) If the originating dealer or broker shall fail to make timely settlement of its purchase order in accordance with applicable rules of the National Association of Securities Dealers, Inc., or if a direct purchaser shall fail to make good payment for shares in a timely manner, you shall have the right to cancel such purchase order and, at your account and risk, to hold responsible the originating dealer or broker, or investor. You agree promptly to reimburse the Fund for losses suffered by it that are attributable to any such cancellation, or to errors on your part in relation to the effective date of accepted purchase orders, limited to the amount that such losses exceed contemporaneous gains realized by the Fund for either of such reasons with respect to other purchase orders. (d) In the case of a canceled purchase for the account of a directly purchasing shareholder, the Fund agrees that if such investor fails to make you whole for any loss you pay to the Fund on such canceled purchase order, the Fund will reimburse you for such loss to the extent of the aggregate redemption proceeds of any other shares of the Fund owned by such investor, on your demand that the Fund exercise its right to claim such redemption proceeds. The Fund shall register or cause to be registered all Shares sold to you pursuant to the provisions hereof in such names and amounts as you may request from time to time and the Fund shall issue or cause to be issued certificates evidencing such Shares for delivery to you or pursuant to your direction if and to the extent that the shareholder account in question contemplates the issuance of such certificates. All Shares, Shares when so issued and paid for, shall be fully paid and non-assessable by the Fund (which shall not prevent the imposition of any CDSC that may apply) to the extent set forth in the current Prospectus and/or SAI.may

Purchase of Shares. Upon the terms and subject to the conditions of this Agreement, and on the basis of the representations and warranties hereinafter set forth, Seller agrees to sell, transfer, convey, assign and deliver to Buyer, and Buyer agrees to acquire and buy from Seller, the Shares, free and clear of all liens immediately upon receipt of the requisite consents of Seller’s lenders. (a) As General DistributorPending delivery of the Shares, you Seller agrees to convey to Buyer, and Buyer agrees to assume from Seller, all of the economic benefits and burdens of the Owner and of ownership of the Vessel. In furtherance of the foregoing, as of 12:01 AM, Athens Time, on the Initial Closing Date (as defined below), Seller shall have cause the right Owner to accept hold any funds received from whatever source, on account and to the benefit of Buyer subject to payment of the Owner’s liabilities and obligations; provided, however, that Seller shall not permit the Owner to incur any new obligations or reject orders for liabilities without the purchase consent of Shares at your discretionBuyer. Any consideration which you may receive It is clarified that any earnings of the Owner collected or to be collected by the Owner and any and all expenses incurred or to be incurred by the Owner in connection with a rejected purchase order will the time up to 12.00 AM, Athens time, on the Initial Closing Date shall be returned promptlyto the benefit or at the expense, respectively, of Seller. (b) You agree promptly to issue or to cause Commencing with the duly appointed transfer or shareholder servicing agent delivery of the Fund Vessel from the Builder, Seller shall cause all charter hire to issue as your agent confirmations be received at the account of all accepted purchase orders the Owner with the Lending Bank and will cause such charter hire to transmit a copy be utilized from such account to cover: (i) the Vessel’s running expenses under her management by CARDIFF MARINE INC.; (ii) the retention account for the payment of such confirmations principal under the relevant loan facility agreement between the Owner and Emporiki Bank of Greece S.A.; (iii) interest and any other amounts payable under the relevant loan; (iv) any liquidity requirements for the relevant loan; (v) any contractual liabilities of the Owner pursuant to the Fundany swaps Agreement; (vi) any other obligations that have been incurred with Buyer’s consent. The net asset value of all Shares which are the subject of such confirmationssurplus, computed in accordance with the applicable rules under the 1940 Actif any, shall will be a liability of the General Distributor to the Fund to be paid promptly after receipt of payment from the originating dealer or broker (or investor, in the case of direct purchases) and not later than eleven business days after such confirmation even if you have not actually received payment from the originating dealer or broker, or investor. In no event shall the General Distributor make payment to the Fund later than permitted by applicable rules of the National Association of Securities Dealers, Inc. (c) If the originating dealer or broker shall fail to make timely settlement of its purchase order in accordance with applicable rules of the National Association of Securities Dealers, Inc., or if a direct purchaser shall fail to make good payment for shares in a timely manner, you shall have the right to cancel such purchase order and, at your account and risk, to hold responsible the originating dealer or broker, or investor. You agree promptly to reimburse the Fund for losses suffered by it that are attributable to any such cancellation, or to errors on your part in relation to the effective date of accepted purchase orders, limited to the amount that such losses exceed contemporaneous gains realized held by the Fund for either of such reasons with respect to other purchase orders. (d) In the case of a canceled purchase Owner for the account of a directly purchasing shareholder, Buyer and shall be distributed / remitted to Buyer on request as permitted by the Fund agrees that if such investor fails to make you whole for any loss you pay to existing Loan Agreement. The Owner is and shall remain the Fund on such canceled purchase order, the Fund will reimburse you for such loss to the extent beneficiary of the aggregate redemption proceeds of any other shares of warranties from the Fund owned by such investor, on your demand that the Fund exercise its right to claim such redemption proceeds. The Fund shall register or cause to be registered all Shares sold to you pursuant to the provisions hereof in such names and amounts as you may request from time to time and the Fund shall issue or cause to be issued certificates evidencing such Shares for delivery to you or pursuant to your direction if and to the extent that the shareholder account in question contemplates the issuance of such certificates. All Shares, when so issued and paid for, shall be fully paid and non-assessable by the Fund (which shall not prevent the imposition of any CDSC that may apply) to the extent set forth in the current Prospectus and/or SAIBuilder.

Purchase of Shares. (a) As General Distributor, you shall have the right to accept or reject orders for the purchase of Shares at your discretion. Any consideration which you may receive in connection with a rejected purchase order will be returned promptly. (b) You agree promptly to issue or to cause the duly appointed transfer or shareholder servicing agent of the Fund to issue as your agent confirmations of all accepted purchase orders and to transmit a copy of such confirmations to the Fund. The net asset value of all Shares which are the subject of such confirmations, computed in accordance with the applicable rules under the 1940 Act, shall be a liability of the General Distributor to the Fund to be paid promptly after receipt of payment from the originating dealer or broker (or investor, in the case of direct purchases) and not later than eleven business days after such confirmation even if you have not actually received payment from the originating dealer or broker, or investor. In no event shall the General Distributor make payment to the Fund later than permitted by applicable rules of the National Association of Securities Dealers, Inc. (c) If the originating dealer or broker shall fail to make timely settlement of its purchase order in accordance with applicable rules of the National Association of Securities Dealers, Inc., or if a direct purchaser shall fail to make good payment for shares in a timely manner, you shall have the right to cancel such purchase order and, at your account and risk, to hold responsible the originating dealer or broker, or investor. You agree promptly to reimburse the Fund for losses suffered by it that are attributable to any such cancellation, or to errors on your part in relation to the effective date of accepted purchase orders, limited to the amount that such losses exceed contemporaneous gains realized by the Fund for either of such reasons with respect to other purchase orders. (d) In the case of a canceled purchase for the account of a directly purchasing shareholder, the Fund agrees that if such investor fails to make you whole for any loss you pay to the Fund on such canceled purchase order, the Fund will reimburse you for such loss to the extent of the aggregate redemption proceeds of any other shares of the Fund owned by such investor, on your demand that the Fund exercise its right to claim such redemption proceeds. The Fund shall register or cause to be registered all Shares sold to you pursuant to the provisions hereof in such names and amounts as you may request from time to time and the Fund shall issue or cause to be issued certificates evidencing such Shares for delivery to you or pursuant to your direction if and to the extent that the shareholder account in question contemplates the issuance of such certificates. All Shares, when so issued and paid for, shall be fully paid and non-assessable by the Fund (which shall not prevent the imposition of any CDSC EWC that may apply) to the extent set forth in the current Prospectus and/or SAI.

Purchase of Shares. (a) As General Distributor, you shall have the right to accept or reject orders for the purchase of Shares at your discretion. Any consideration which you may receive in connection with a rejected purchase order will be returned promptly. (b) You agree promptly to issue or to cause the duly appointed transfer or shareholder servicing agent of the Fund Trust to issue as your agent confirmations of all accepted purchase orders and to transmit a copy of such confirmations to the FundTrust. The net asset value of all Shares which are the subject of such confirmations, computed in accordance with the applicable rules under the 1940 Act, shall be a liability of the General Distributor to the Fund Trust to be paid promptly after receipt of payment from the originating dealer or broker (or investor, in the case of direct purchases) and not later than eleven business days after such confirmation even if you have not actually received payment from the originating dealer or broker, broker or investor. In no event shall the General Distributor make payment to the Fund Trust later than permitted by applicable rules of the National Association of Securities Dealers, Inc. (c) If the originating dealer or broker shall fail to make timely settlement of its purchase order in accordance with applicable rules of the National Association of Securities Dealers, Inc., or if a direct purchaser shall fail to make good payment for shares in a timely manner, you shall have the right to cancel such purchase order and, at your account and risk, to hold responsible the originating dealer or broker, or investor. You agree promptly to reimburse the a Fund for losses suffered by it that are attributable to any such cancellation, or to errors on your part in relation to the effective date of accepted purchase orders, limited to the amount that such losses exceed contemporaneous gains realized by the a Fund for either of such reasons with respect to other purchase orders. (d) In the case of a canceled purchase for the account of a directly purchasing shareholder, the Fund Trust agrees that if such investor fails to make you whole for any loss you pay to the a Fund on such canceled purchase order, the a Fund will reimburse you for such loss to the extent of the aggregate redemption proceeds of any other shares of the a Fund owned by such investor, on your demand that the a Fund exercise exercises its right to claim such redemption proceeds. The Fund Trust shall register or cause to be registered all Shares sold to you pursuant to the provisions hereof in such names and amounts as you may request from time to time and the Fund Trust shall issue or cause to be issued certificates evidencing such Shares for delivery to you or pursuant to your direction if and to the extent that the shareholder account in question contemplates the issuance of such certificates. All Shares, Shares when so issued and paid for, shall be fully paid and non-assessable by the Fund Trust (which shall not prevent the imposition of any CDSC that may apply) to the extent set forth in the current Prospectus and/or SAI.

Purchase of Shares. (a) As General Distributor, you shall have the right to accept or reject orders for the purchase of Shares at your discretion. Any consideration which you may receive in connection with a rejected purchase order will be returned promptly. (b) You agree promptly to issue or to cause the duly appointed transfer or shareholder servicing agent of the Fund to issue as your agent confirmations of all accepted purchase orders and to transmit a copy of such confirmations to the Fund. The net asset value of all Shares which are the subject of such confirmations, computed in accordance with the applicable rules under the 1940 Act, shall be a liability of the General Distributor to the Fund to be paid promptly after receipt of payment from the originating dealer or broker (or investor, in the case of direct purchases) and not later than eleven business days after such confirmation even if you have not actually received payment from the originating dealer or broker, or investor. In no event shall the General Distributor make payment to the Fund later than permitted by applicable rules of the National Association of Securities Dealers, Inc. (c) If the originating dealer or broker shall fail to make timely settlement of its purchase order in accordance with applicable rules of the National Association of Securities Dealers, Inc., or if a direct purchaser shall fail to make good payment for shares in a timely manner, you shall have the right to cancel such purchase order and, at your account and risk, to hold responsible the originating dealer or broker, or investor. You agree promptly to reimburse the Fund for losses suffered by it that are attributable to any such cancellation, or to errors on your part in relation to the effective date of accepted purchase orders, limited to the amount that such losses exceed contemporaneous gains realized by the Fund for either of such reasons with respect to other purchase orders. (d) In the case of a canceled purchase for the account of a directly purchasing shareholder, the Fund agrees that if such investor fails to make you whole for any loss you pay to the Fund on such canceled purchase order, the Fund will reimburse you for such loss to the extent of the aggregate redemption proceeds of any other shares of the Fund owned by such investor, on your demand that the Fund exercise its right to claim such redemption proceeds. The Fund shall register or cause to be registered all Shares sold to you pursuant to the provisions hereof in such names and amounts as you may request from time to time and the Fund shall issue or cause to be issued certificates evidencing such Shares for delivery to you or pursuant to your direction if and to the extent that the shareholder account in question contemplates the issuance of such certificates. All Shares, when so issued and paid for, shall be fully paid and non-assessable by the Fund (which shall not prevent the imposition of any CDSC that may apply) to the extent set forth in the current Prospectus and/or SAI.

Purchase of Shares. (a) As General Distributor, you shall have the right to accept or reject orders for the purchase of Shares at your discretion. Any consideration which you may receive in connection with a rejected purchase order will be returned promptly. (b) You agree promptly to issue or to cause the duly appointed transfer or shareholder servicing agent of the Fund Trust to issue as your agent confirmations of all accepted purchase orders and to transmit a copy of such confirmations to the FundTrust. The net asset value of all Shares which are the subject of such confirmations, computed in accordance with the applicable rules under the 1940 Act, shall be a liability of the General Distributor to the Fund Trust to be paid promptly after receipt of payment from the originating dealer or broker (or investor, in the case of direct purchases) and not later than eleven business days after such confirmation even if you have not actually received payment from the originating dealer or broker, broker or investor. In no event shall the General Distributor make payment to the Fund Trust later than permitted by applicable rules of the National Association of Securities Dealers, Inc. (c) If the originating dealer or broker shall fail to make timely settlement of its purchase order in accordance with applicable rules of the National Association of Securities Dealers, Inc., or if a direct purchaser shall fail to make good payment for shares in a timely manner, you shall have the right to cancel such purchase order and, at your account and risk, to hold responsible the originating dealer or broker, or investor. You agree promptly to reimburse the Fund for losses suffered by it that are attributable to any such cancellation, or to errors on your part in relation to the effective date of accepted purchase orders, limited to the amount that such losses exceed contemporaneous gains realized by the Fund for either of such reasons with respect to other purchase orders. (d) In the case of a canceled purchase for the account of a directly purchasing shareholder, the Fund Trust agrees that if such investor fails to make you whole for any loss you pay to the Fund on such canceled purchase order, the Fund will reimburse you for such loss to the extent of the aggregate redemption proceeds of any other shares of the Fund owned by such investor, on your demand that the Fund exercise its right to claim such redemption proceeds. The Fund Trust shall register or cause to be registered all Shares sold to you pursuant to the provisions hereof in such names and amounts as you may request from time to time and the Fund Trust shall issue or cause to be issued certificates evidencing such Shares for delivery to you or pursuant to your direction if and to the extent that the shareholder account in question contemplates the issuance of such certificates. All Shares, Shares when so issued and paid for, shall be fully paid and non-assessable by the Fund Trust (which shall not prevent the imposition of any CDSC that may apply) to the extent set forth in the current Prospectus and/or SAI.

Purchase of Shares. This Section 3(a)(2) shall govern BNYM’s responsibilities with respect to instructions for the opening of Fund accounts and the purchase of Fund Shares received by BNYM other than as contemplated by Section 3(a)(1)(xvi) through the NSCC. (aA) As General DistributorBNYM will review subscription purchase forms for Fund Shares and any accompanying documents (collectively, you a “Purchase Order”) it receives from Approved Financial Intermediaries (as defined below) and determine in accordance with written procedures mutually agreed to by the parties (the “Subscription Procedures”, which shall have constitute Exception Procedures for purposes of Section 14) whether the right Purchase Order constitutes a “Conforming Purchase Order”, which is hereby defined to accept mean a Purchase Order with respect to which all the following criteria are satisfied, or reject orders a “Non-Conforming Purchase Order”, which is hereby defined to mean a Purchase Order with respect to which one or more of the following criteria are not satisfied: (i) The subscription purchase form and any accompanying documentation are in completed proper form and good order (including, with respect to Purchase Orders requiring the opening of a shareholder account, the presence of an affirmation, in a manner appropriate to the particular Purchase Order form, that the purchaser is a qualified investor); (ii) The Purchase Order contains all information and documentation necessary or appropriate to create a shareholder account for the purchaser named in the subscription purchase form, if a shareholder account does not already exist for such purchaser; and (iii) BNYM has received confirmation that good funds in sufficient amount to pay for the purchase transaction have been received from the purchaser or have been credited to the account of Shares at your discretion. Any consideration which you may receive in connection with a rejected purchase order will be returned promptlythe purchaser. (bB) You agree promptly With respect to issue each Conforming Purchase Order that BNYM receives in a given calendar month in good order on or to cause before the duly appointed transfer or shareholder servicing agent last business day of the Fund to issue as your agent confirmations of all accepted purchase orders and to transmit a copy of such confirmations to the Fund. The net asset value of all Shares which are the subject of such confirmationsparticular calendar month, computed upon receiving in writing in accordance with the Subscription Procedures the NAV applicable rules under the 1940 Act, shall be a liability of the General Distributor to the Fund to be paid promptly after receipt of payment from the originating dealer or broker (or investor, in the case of direct purchases) and not later than eleven business days after such confirmation even if you have not actually received payment from the originating dealer or broker, or investor. In no event shall the General Distributor make payment to the Fund later than permitted by applicable rules of the National Association of Securities Dealers, Inc. (c) If the originating dealer or broker shall fail to make timely settlement of its purchase order Purchase Orders BNYM will in accordance with applicable rules of the National Association of Securities Dealers, Inc., or if Subscription Procedures: (i) create a direct purchaser shall fail to make good payment for shares shareholder account in a timely manner, you shall have the right to cancel such purchase order and, at your account and risk, to hold responsible the originating dealer or broker, or investor. You agree promptly to reimburse the Fund for losses suffered the purchaser if the purchaser does not already have an established shareholder account in the Fund; (ii) execute the Conforming Purchase Order by it that are attributable to any such cancellationissuing a number of Shares consistent with the Conforming Purchase Order, or to errors on your part in relation to the effective date of accepted purchase orders, limited to the amount that such losses exceed contemporaneous gains realized by of funds tendered in connection with the Purchase Order and the applicable NAV, (iii) credit the appropriate Fund accounts with the Shares issued in accordance with clause (ii); and (iv) record the purchase date for either of such reasons the transaction effected pursuant to clause (ii) in accordance with respect to other purchase ordersthe Subscription Procedures. (dC) In the case of event BNYM determines a canceled purchase for the account of a directly purchasing shareholder, the Fund agrees that if such investor fails to make you whole for any loss you pay to the Fund on such canceled purchase order, the Fund will reimburse you for such loss to the extent of the aggregate redemption proceeds of any other shares of the Fund owned by such investor, on your demand that the Fund exercise its right to claim such redemption proceeds. The Fund shall register or cause Purchase Order to be registered all Shares sold to you pursuant to a Non-Conforming Purchase Order, BNYM will coordinate corrective conduct with the provisions hereof Fund’s investment advisor or administrator, as appropriate, in such names and amounts as you may request from time to time and the Fund shall issue or cause to be issued certificates evidencing such Shares for delivery to you or pursuant to your direction if and to the extent that the shareholder account in question contemplates the issuance of such certificates. All Shares, when so issued and paid for, shall be fully paid and non-assessable by the Fund (which shall not prevent the imposition of accordance with any CDSC that may apply) to the extent applicable procedures set forth in the current Prospectus and/or SAISubscription Procedures, and in the absence of such procedures or if unable to take corrective conduct will return the Non-Conforming Purchase Order to the Approved Financial Intermediary that submitted it. (D) For purposes of this Section 3(a)(2), “Approved Financial Intermediary” means a broker-dealer or registered investment advisor that BNYM reasonably believes based on Written Instructions has been approved by the Fund to sell Shares of the Fund.

Purchase of Shares. Upon the terms and subject to the conditions of this Agreement, and on the basis of the representations and warranties hereinafter set forth, Seller agrees to sell, transfer, convey, assign and deliver to Buyer, and Buyer agrees to acquire and buy from Seller, the Shares, free and clear of all liens immediately upon receipt of the requisite consents of Seller’s lenders. (a) As General DistributorPending delivery of the Shares, you Seller agrees to convey to Buyer, and Buyer agrees to assume from Seller, all of the economic benefits and burdens of the Owner and of ownership of the Vessel. In furtherance of the foregoing, as of 12:01 AM, Athens Time, on the Initial Closing Date (as defined below), Seller shall have cause the right Owner to accept hold any funds received from whatever source, on account and to the benefit of Buyer subject to payment of the Owner’s liabilities and obligations; provided, however, that Seller shall not permit the Owner to incur any new obligations or reject orders for liabilities without the purchase consent of Shares at your discretionBuyer. Any consideration which you may receive It is clarified that any earnings of the Owner collected or to be collected by the Owner and any and all expenses incurred or to be incurred by the Owner in connection with a rejected purchase order will the time up to 12.00 AM, Athens time, on the Initial Closing Date shall be returned promptlyto the benefit or at the expense, respectively, of Seller. (b) You agree promptly to issue or to cause Commencing with the duly appointed transfer or shareholder servicing agent delivery of the Fund Vessel from the Builder, Seller shall cause all charter hire to issue as your agent confirmations be received at the account of all accepted purchase orders the Owner with the Lending Bank and will cause such charter hire to transmit a copy be utilized from such account to cover: (i) the Vessel’s running expenses under her management by CARDIFF MARINE INC.; (ii) the retention account for the payment of such confirmations principal under the relevant loan facility agreement between the Owner and National Bank of Greece SA; (iii) interest and any other amounts payable under the relevant loan; (iv) any liquidity requirements for the relevant loan; (v) any contractual liabilities of the Owner pursuant to the Fundany swaps Agreement; (vi) any other obligations that have been incurred with Buyer’s consent. The net asset value of all Shares which are the subject of such confirmationssurplus, computed in accordance with the applicable rules under the 1940 Actif any, shall will be a liability of the General Distributor to the Fund to be paid promptly after receipt of payment from the originating dealer or broker (or investor, in the case of direct purchases) and not later than eleven business days after such confirmation even if you have not actually received payment from the originating dealer or broker, or investor. In no event shall the General Distributor make payment to the Fund later than permitted by applicable rules of the National Association of Securities Dealers, Inc. (c) If the originating dealer or broker shall fail to make timely settlement of its purchase order in accordance with applicable rules of the National Association of Securities Dealers, Inc., or if a direct purchaser shall fail to make good payment for shares in a timely manner, you shall have the right to cancel such purchase order and, at your account and risk, to hold responsible the originating dealer or broker, or investor. You agree promptly to reimburse the Fund for losses suffered by it that are attributable to any such cancellation, or to errors on your part in relation to the effective date of accepted purchase orders, limited to the amount that such losses exceed contemporaneous gains realized held by the Fund for either of such reasons with respect to other purchase orders. (d) In the case of a canceled purchase Owner for the account of a directly purchasing shareholder, Buyer and shall be distributed / remitted to Buyer on request as permitted by the Fund agrees that if such investor fails to make you whole for any loss you pay to existing Loan Agreement. The Owner is and shall remain the Fund on such canceled purchase order, the Fund will reimburse you for such loss to the extent beneficiary of the aggregate redemption proceeds of any other shares of warranties from the Fund owned by such investor, on your demand that the Fund exercise its right to claim such redemption proceeds. The Fund shall register or cause to be registered all Shares sold to you pursuant to the provisions hereof in such names and amounts as you may request from time to time and the Fund shall issue or cause to be issued certificates evidencing such Shares for delivery to you or pursuant to your direction if and to the extent that the shareholder account in question contemplates the issuance of such certificates. All Shares, when so issued and paid for, shall be fully paid and non-assessable by the Fund (which shall not prevent the imposition of any CDSC that may apply) to the extent set forth in the current Prospectus and/or SAIBuilder.

Purchase of Shares. (a) As General Distributor, you shall have the right to accept or reject orders for the purchase of Shares at your discretion. Any consideration which you may receive in connection with a rejected purchase order will be returned promptly. (b) You agree promptly to issue or to cause the duly appointed transfer or shareholder servicing agent of the Fund to issue as your agent confirmations of all accepted purchase orders and to transmit a copy of such confirmations to the Fund. The net asset value of all Shares which are the subject of such confirmations, computed in accordance with the applicable rules under the 1940 Act, shall be a liability of the General Distributor to the Fund to be paid promptly after receipt of payment from the originating dealer or broker (or investor, in the case of direct purchases) and not later than eleven business days after such confirmation even if you have not actually received payment from the originating dealer or broker, or investor. In no event shall the General Distributor make payment to the Fund later than permitted by applicable rules of the National Association of Securities Dealers, Inc. (c) If the originating dealer or broker shall fail to make timely settlement of its purchase order in accordance with applicable rules of the National Association of Securities Dealers, Inc., Financial Industry Regulatory Authority (FINRA) or if a direct purchaser shall fail to make good payment for shares in a timely manner, you shall have the right to cancel such purchase order and, at your account and risk, to hold responsible the originating dealer or broker, or investor. You agree promptly to reimburse the Fund for losses suffered by it that are attributable to any such cancellation, or to errors on your part in relation to the effective date of accepted purchase orders, limited to the amount that such losses exceed contemporaneous gains realized by the Fund for either of such reasons with respect to other purchase orders. (d) In the case of a canceled purchase for the account of a directly purchasing shareholder, the Fund agrees that if such investor fails to make you whole for any loss you pay to the Fund on such canceled purchase order, the Fund will reimburse you for such loss to the extent of the aggregate redemption proceeds of any other shares of the Fund owned by such investor, on your demand that the Fund exercise its right to claim such redemption proceeds. The Fund shall register or cause to be registered all Shares sold to you pursuant to the provisions hereof in such names and amounts as you may request from time to time and the Fund shall issue or cause to be issued certificates evidencing such Shares for delivery to you or pursuant to your direction if and to the extent that the shareholder account in question contemplates the issuance of such certificates. All Shares, when so issued and paid for, shall be fully paid and non-assessable by the Fund (which shall not prevent the imposition of any CDSC that may apply) to the extent set forth in the current Prospectus and/or SAI.

Purchase of Shares. (a) As General Distributor, you shall have the right to accept or reject orders for the purchase of Shares at your discretion. Any consideration which you may receive in connection with a rejected purchase order will be returned promptly. (b) You agree promptly to issue or to cause the duly appointed transfer or shareholder servicing agent of the Fund to issue as your agent confirmations of all accepted purchase orders and to transmit a copy of such confirmations to the Fund. The net asset value of all Shares which are the subject of such confirmations, computed in accordance with the applicable rules under the 1940 Act, shall be a liability of the General Distributor to the Fund to be paid promptly after receipt of payment from the originating dealer or broker (or investor, in the case of direct purchases) and not later than eleven business days after such confirmation even if you have not actually received payment from the originating dealer or broker, or investor. In no event shall the General Distributor make payment to the Fund later than permitted by applicable rules of the National Association of Securities Dealers, Inc. (c) If the originating dealer or broker shall fail to make timely settlement of its purchase order in accordance with applicable rules of the National Association of Securities Dealers, Inc., or if a direct purchaser shall fail to make good payment for shares in a timely manner, you shall have the right to cancel such purchase order and, at your account and risk, to hold responsible the originating dealer or broker, or investor. You agree promptly to reimburse the Fund for losses suffered by it that are attributable to any such cancellation, or to errors on your part in relation to the effective date of accepted purchase orders, limited to the amount that such losses exceed contemporaneous gains realized by the Fund for either of such reasons with respect to other purchase orders. (d) In the case of a canceled purchase for the account of a directly purchasing shareholder, the Fund agrees that if such investor fails to make you whole for any loss you pay to the Fund on such canceled purchase order, the Fund will reimburse you for such loss to the extent of the aggregate redemption proceeds of any other shares of the Fund owned by such investor, on your demand that the Fund exercise its right to claim such redemption proceeds. The Fund shall register or cause to be registered all Shares sold to you acquired pursuant to the provisions hereof Option only upon receipt by the Company of written notice of exercise signed by the Optionee. In the notice, the Optionee shall specify the date the Option being exercised was granted, the number of shares covered by the Option, the Option price, the number of shares as to which the Option Precision Castparts Corp. is being exercised, the form of payment to be used as prescribed below, and, unless in the opinion of counsel for the Company such names a representation is not required in order to comply with the Securities Act of 1933, as amended, containing a representation that it is the Optionee’s present intention to acquire the shares for investment and amounts not with a view to distribution. Exercise of all or part of the Option constitutes a binding contract between the Company and the Optionee. The Optionee shall make payment in full for the shares covered by such exercise in cash, in shares of stock of the Company previously acquired and held for not less than one year by the Optionee, valued at fair market value as you determined by the Board of Directors, or in any combination of cash and such shares of stock of the Company. If the Optionee elects to make full or partial payment in shares of stock, the Optionee shall deliver duly endorsed certificates representing such shares with the notice of exercise, or make alternate arrangements for delivery of the shares that are satisfactory to the Company, in its discretion. If the Optionee elects to make full or partial payment in cash, such payment shall be made in fully collected funds at the time of exercise provided that if the Optionee is executing an order for immediate sale of the shares acquired pursuant to the Option through a registered broker dealer, the Optionee may request make such payment by delivering to the Company with the notice of exercise (i) a personal check for the exercise price and any applicable withholding taxes, which check shall be honored by the bank upon which it is drawn within five business days from the date of exercise, or such lesser number of business days equal to the settlement period for broker transactions under applicable law at the date of exercise, and (ii) an authorization and assignment for security purposes in form satisfactory to the Company pursuant to which the Company is entitled to obtain payment of the exercise price and any applicable withholding taxes from the proceeds of sale of the shares in the event the Optionee’s check is not timely honored. Upon receipt of full payment of the exercise price and applicable taxes, the Company will issue certificate(s) representing the shares purchased. No shares shall be issued until full payment therefor has been made. The exercise and payment procedures set forth in this Section 2.6 are subject to change from time to time and by the Fund shall issue or cause to be issued certificates evidencing such Shares for delivery to you or pursuant to your direction if and Company upon written notice to the extent that the shareholder account in question contemplates the issuance of such certificates. All Shares, when so issued and paid for, shall be fully paid and non-assessable by the Fund (which shall not prevent the imposition of any CDSC that may apply) to the extent set forth in the current Prospectus and/or SAIOptionee.