NOVATION OF MANAGEMENT AGREEMENT
XXXXXXXXX XXXXXX CAYMAN COMMODITY FUND I LTD.
This Novation of Management Agreement (“Novation”) is entered into as of the 1st day of January, 2016 by and among Xxxxxxxxx Xxxxxx Management LLC, a Delaware limited liability company (“NB Management”), Xxxxxxxxx Xxxxxx Investment Advisers LLC, a Delaware limited liability company (“NBIA”), and Xxxxxxxxx Xxxxxx Cayman Commodity Fund I Ltd., an exempted company organized under the laws of the Cayman Islands (the “Company”).
WITNESSETH:
WHEREAS, the Company is a wholly owned subsidiary of Xxxxxxxxx Xxxxxx Risk Balanced Commodity Strategy Fund (“Fund”), a series of Xxxxxxxxx Xxxxxx Alternative Funds (“Trust”), a Delaware statutory trust registered under the Investment Company Act of 1940, as amended (“1940 Act”), as an open-end, diversified management investment company;
WHEREAS, the Company has retained NB Management to furnish investment advisory and portfolio management services to the Company pursuant to a Management Agreement, dated August 27, 2012, by and between NB Management and the Company (the “Management Agreement”);
WHEREAS, NB Management, NBIA and the Company desire that NBIA be substituted for NB Management under the Management Agreement in a transaction that does not result in a change of actual control or management of the adviser to the Company in accordance with Rule 2a-6 under the 1940 Act, and is therefore not an “assignment” for purposes of Section 15(a)(4) of the 1940 Act; and
WHEREAS, NB Management desires to effect a novation of the Management Agreement so that NBIA is substituted for NB Management as a party to such agreement and NB Management is released from its obligations under the Management Agreement, NBIA desires to accept the novation thereof, and the Company desires to consent to such novation.
NOW, THEREFORE, in consideration of the mutual covenants contained herein, the parties hereto agree as follows:
1. Novation and Acceptance. Subject to the terms and conditions contained herein, NB Management hereby effects a novation of the Management Agreement to substitute NBIA for NB Management as a party to such agreement, and the Company hereby consents to such Novation and hereby releases NB Management from all of its duties and obligations under the Management Agreement, and NBIA hereby accepts the Novation and hereby releases NB Management from all of its duties and obligations under the Management Agreement and assumes all rights, duties and obligations of NB Management under the Management Agreement.
2. Term. The Novation shall become effective as of the date hereof and shall extend for so long as the terms specified in Section 12 of the Management Agreement are satisfied or until terminated in accordance with the Management Agreement.
3. No Termination. The parties agree that the Novation shall not constitute an “assignment” of the Management Agreement for purposes of Section 13 of the Management Agreement or the 1940 Act, and that the Management Agreement, as so novated, shall remain in full force and effect after the Novation.
4. Technical Amendment. The parties agree that all references in the Management Agreement to NB Management shall hereby be changed to NBIA.
5. Execution in Counterparts. This Novation Agreement may be executed in multiple counterparts and all counterparts so executed will constitute one and the same agreement binding on all of the parties.
IN WITNESS WHEREOF, the parties hereto have caused this Novation of Management Agreement to be signed by their respective officers thereunto authorized, as of the day and year first above written.
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XXXXXXXXX XXXXXX
MANAGEMENT LLC
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By:
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/s/Xxxxxx Xxxxx
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Name:
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Xxxxxx Xxxxx
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Title:
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President
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XXXXXXXXX XXXXXX
INVESTMENT ADVISERS LLC
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By:
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/s/Xxxxxx Xxxxx
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Name:
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Xxxxxx Xxxxx
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Title:
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Managing Director
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XXXXXXXXX XXXXXX CAYMAN
COMMODITY FUND I LTD.
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By:
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/s/Xxxxxx Xxxxx
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Name:
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Xxxxxx Xxxxx
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Title:
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Director
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