NOVATION AGREEMENT
EXHIBIT 10.1
between
CERES MANAGED FUTURES LLC,
ISAM (USA) LLC,
INTERNATIONAL STANDARD ASSET MANAGEMENT,
ISAM FUNDS (UK) LIMITED
and
ISAM SYSTEMATIC MANAGEMENT
THIS NOVATION AGREEMENT is dated October 25th, 2018
THE PARTIES TO THIS AGREEMENT ARE AS FOLLOWS:
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(1)
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CERES MANAGED FUTURES LLC, a Delaware limited liability company (“CMF”) with its principal place of business at 000 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000;
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(2)
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CERES TACTICAL SYSTEMATIC L.P., a New York limited partnership (the “Partnership”) with its principal place of business at 000 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000;
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(3)
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ISAM (USA) LLC (“ISAM USA”), a limited liability company incorporated under the laws of Delaware with its principal place of business at 0000 Xxxx Xxxxxx Xxxxxx, Xxxxx XX, Xxxxx 000, Boca Raton, Florida, 33486, United States of America;
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(4)
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INTERNATIONAL STANDARD ASSET MANAGEMENT (“ISAM”), a company incorporated under the laws of the Cayman Islands and whose registered office is at Xxxxx Xxxxxxxx Xxxxxxxxxx Xxxxxx, 0xx Xxxxx, 802 West Bay Road, P.O. Box 30599, KY1-1203, Grand Cayman, Cayman Islands;
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(5)
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ISAM FUNDS (UK) LIMITED (“ISAM Funds”), a limited liability company incorporated under the laws of England and Wales with its registered address at 00 Xxxxx Xxxxxx, Xxxxxx, X0X 0XX, Xxxxxx Xxxxxxx; and
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(6)
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ISAM SYSTEMATIC MANAGEMENT (“XXXX XX”)., a company incorporated under the laws of the Cayman Islands and whose registered office is at Xxxxx Xxxxxxxx Xxxxxxxxxx Xxxxxx, 0xx Xxxxx, 802 West Bay Road, P.O. Box 30599, KY1-1203, Grand Cayman, Cayman Islands.
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BACKGROUND
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(A)
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CMF, the Partnership, ISAM USA, ISAM and ISAM Funds are parties to an Amended and Restated Management Agreement dated 1 November 2017, as amended from time to time (the “Contract”).
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(B)
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As part of an internal reorganisation, ISAM wishes to transfer its rights and obligations under the Contract to XXXX XX.
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(C)
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(D)
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The parties have therefore agreed to novate ISAM’s rights, obligations and liabilities under the Contract to XXXX XX on the terms of this Novation Agreement with effect from 1 November 2018 (the “Effective Date”).
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NOW, THEREFORE, in consideration of the mutual covenants contained in this Novation Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereby agree as follows:
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1.
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DEFINITIONS
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Terms defined in the Contract are used herein as so defined, unless otherwise provided in this Novation Agreement.
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2.
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EFFECTIVE DATE
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The Novation Agreement takes effect on the Effective Date.
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3.
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NOVATION
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3.1
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ISAM transfers all its rights and obligations under the Contract to XXXX XX. XXXX XX shall enjoy all the rights and benefits of ISAM under the Contract, and all references to ISAM in the Contract shall be read and construed as references to XXXX XX.
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3.2
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XXXX XX agrees to perform the Contract and be bound by terms in every way as if it were the original party to it in place of ISAM.
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3.3
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CMF, the Partnership, ISAM USA and ISAM Funds (together the “Continuing Parties”) agree to perform the Contract and be bound by its terms in every way as if XXXX XX were the original party to it in place of ISAM.
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4.
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RELEASE OF OBLIGATIONS AND LIABILITIES
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4.1
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The Continuing Parties release ISAM from all future obligations to them under the Contract and ISAM releases the Continuing Parties from all obligations to it under the Contract.
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4.2
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Each of the Continuing Parties and XXXX XX shall have the right to enforce the Contract and pursue any claims and demands under the Contract against the other with respect to matters arising before, on or after the Effective Date as though XXXX XX were the original party to the Contract instead of ISAM.
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4.3
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Each of the Continuing Parties releases and discharges ISAM from all claims and demands under or in connection with the Contract, whether arising before or on the Effective Date, and in each case whether known or unknown to the releasing party.
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5.
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GOVERNING LAW
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This Novation Agreement and any dispute arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of the State of New York.
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6.
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ARBITRATION
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The parties agree that any dispute or controversy arising out of or relating to this Novation Agreement or the interpretation thereof, shall be settled by arbitration in accordance with the rules, then in effect, of NFA or, if NFA shall refuse jurisdiction, then in accordance with the rules, then in effect, of the American Arbitration Association; provided, however, that the power of the arbitrator shall be limited to interpreting this Novation Agreement as written and the arbitrator shall state in writing his reasons for his award, and further provided, that any such arbitration shall occur within the Borough of Manhattan in New York City. Judgement upon any award made by the arbitrator may be entered in any court of competent jurisdiction.
This Novation Agreement may be executed in one or more counterparts, each of which will be deemed an original agreement and all of which will constitute one and the same instrument.
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IN WITNESS WHEREOF the parties have executed this Novation Agreement on the day and
year first written above with effect from and including the Effective Date.
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CERES MANAGED FUTURES LLC
By /s/ Xxxxxxx X. Xxxx
Xxxxxxx X. Xxxx
President and Director |
ISAM (USA) LLC
By /s/ Xxxx Xxxxxxxxxx
NAME: Xxxx Xxxxxxxxxx
TITLE: Executive Vice President
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By: Ceres Managed Futures LLC
(General Partner) By /s/ Xxxxxxx X. Xxxx
Xxxxxxx X. Xxxx
President and Director
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ISAM FUNDS (UK) LIMITED
By /s/ Xxxx Xxxxxxx
NAME: Xxxx Xxxxxxx
TITLE: Director
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ISAM SYSTEMATIC MANAGEMENT
By /s/ Xxxx Xxxxx
NAME: Xxxx Xxxxx
TITLE: Director
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INTERNATIONAL STANDARD ASSET MANAGEMENT
By /s/ Xxxx Xxxxx
NAME: Xxxx Xxxxx
TITLE: Director
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