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10-04285-brl Doc 127 Filed 08/17/12 Entered 08/17/12 14:29:55 Main Document
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correspondence sent to Luxalpha, setting up the fund’s annual general meeting, and filing
documents with the Luxembourg financial regulator. (See Section III.B.2., supra.; Pergament
Decl. Exs. 38 at 2–4; 28 at 22–23.) The “Day-to-Day Managers” of Luxalpha, at least as of
2006, were UBSFSL employees. (Pergament Decl. Exs. 47 at 2; 48 at 2; 49 at 2.) Luxalpha
even used UBSFSL’s offices in Luxembourg as its address. (Pergament Decl. Exs. 50 at 2; 49 at
2.)
An agency relationship exists where entities are “engaged in a single business enterprise
that relies on the joint efforts” of each of the entities, which are “coordinated and controlled” by
the parent entity. Dorfman, 2002 WL 14363, at *11. Here, Luxalpha was little more than a fee-
generating portal present in the United States, which could not have functioned but for UBS SA
and UBSFSL, such that Luxalpha’s jurisdictional contacts should be imputed to UBS SA and
UBSFSL.
4. UBSTPM is Subject to Jurisdiction Through Its Role as Luxalpha’s
Management Company, and Because UBS SA Acted as Its Agent
The third UBS AG subsidiary in this action, UBSTPM, is also subject to jurisdiction
because it maintained minimum contacts with the United States related to Luxalpha. UBSTPM
outwardly served as Luxalpha’s management company from August 2006 to November 2008,
taking over the portfolio management role from UBS SA. (Am. Compl. 19, 21; Hemmen Decl.
9 [Bankr. S.D.N.Y. ECF No. 114.]) Luxalpha’s sales prospectus advised investors that
UBSTPM was responsible for managing and administering the fund, as well as monitoring
investment policies and restrictions. (Pergament Decl. Ex. 51 at 7, 17.) Pursuant to its contract
with Luxalpha, UBSTPM was officially responsible for Luxalpha’s investment management
decisions, among other roles. (Pergament Decl. Ex. 52 at LuxAlpha 00410.) Of course,
UBSTPM did not disturb the investment decision to invest Luxalpha entirely with BLMIS,
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