Central Administration Agreement

On the corresponding pages you will find the regulatory framework of the associated service provider, which performs a central administrative function: from the point of view of company law, the concept of centralised management – different from the regulatory definition above – is also used to determine the nationality of commercial enterprises (including AIFs). Under company law, an AIF is Luxembourg nationality and is subject to Luxembourg law if its domicile is located in Luxembourg, which corresponds to the seat of its central administration. Is fund management regulated in your area of expertise? Transfer of the registered office to Luxembourg: an AIF may be relocated to Luxembourg if it relocates its registered office/registered office to Luxembourg. Following such a transfer, the company will have Luxembourg nationality and will be subject to Luxembourg laws. If the law of the State of origin so permits, such a transfer may take place without interrupting the legal personality of the institution. In this field of application, the concept of centralised management covers accounting and administrative functions, as explained in Circular 91/75 of the Luxembourg Monetary Institute. In practice, those functions may, where appropriate, be performed either internally by the AIF itself, by a third-party provider, or by the AIFM who, in turn, may delegate all or part of those functions to a third-party provider. The CSSF may authorise, on a case-by-case basis, the outsourcing of certain tasks related to the central administration function established in Luxembourg to an establishment established abroad, under certain conditions and under the responsibility of the Luxembourg administrator. Once the regulated fund has been set up (before a Luxembourg notary or, depending on the legal form of the fund, in the form of a private deed) and all agreements concluded with service providers, copies of the Fund`s constituting document and fully executed agreements must be submitted to the CSSF, together with the final version of the offer document. to be submitted to the CSSF for the purpose of obtaining visas. Subject to satisfactory receipt of all necessary documents, the CSSF will add the Fund to the corresponding official list of regulated entities and issue the offer document bearing the visa. The central administration of a Luxembourg manager must be located in Luxembourg.

Managers wishing to provide discretionary administrative services in addition to collective portfolio management must participate in an investor compensation scheme. The terms of an SCSp, including the obligations and indemnification obligations of the AIFM, are set out in a partnership agreement and for a separately managed account in an investment management contract that can be negotiated by the investor. From a regulatory point of view, all Luxembourg product laws expressly require that the central administration of a Luxembourg AIF be located in the Grand Duchy of Luxembourg. . . .

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