How American investment funds can setup their master feeder funds in Luxembourg?

Luxembourg is a small, landlocked country located in Western Europe. It is known for its strong economy and its status as a global center for the investment fund industry. The country has a long history of attracting foreign investment, and it is home to a large number of investment funds, including many that are set up as “master-feeder” structures.

A master-feeder fund is a type of investment fund structure in which a single “master” fund holds a diverse portfolio of assets, and “feeder” funds are set up to invest in the master fund. This structure allows for greater flexibility and efficiency in managing the fund’s assets, as well as providing a way for investors to access the master fund’s portfolio through the feeder funds.

Setting up a master-feeder fund in Luxembourg can be a complex process, but it offers a number of advantages to American investment funds. One of the main advantages is the country’s legal and regulatory framework, which is designed to support the investment fund industry. Luxembourg has a comprehensive set of laws and regulations that govern the operation of investment funds, and these laws are designed to provide a high level of investor protection and to ensure that funds are operated in a transparent and efficient manner.

Another advantage of setting up a master-feeder fund in Luxembourg is the country’s tax environment. Luxembourg has a favorable tax regime for investment funds, and this can result in significant savings for American investment funds. The country has a number of tax treaties in place with other countries, including the United States, which can help to reduce or eliminate double taxation on investment income.

In order to set up a master-feeder fund in Luxembourg, an American investment fund will need to work with a number of different service providers, including a local fund administrator, a local custodian bank, and a local law firm. These service providers will be responsible for ensuring that the fund is set up in compliance with all relevant laws and regulations, and they will also be responsible for providing ongoing support and services to the fund.

Once the fund is set up, it will need to be registered with the Commission de Surveillance du Secteur Financier (CSSF), which is the regulator responsible for overseeing investment funds in Luxembourg. The CSSF will review the fund’s offering documents and other materials, and will also conduct on-site inspections to ensure that the fund is being operated in compliance with all relevant laws and regulations.

In addition to the CSSF, American investment funds that set up master-feeder funds in Luxembourg will also need to comply with the regulations of the Securities and Exchange Commission (SEC) in the United States. This will typically require the fund to register with the SEC and to file periodic reports with the agency.

In conclusion, setting up a master-feeder fund in Luxembourg can be a complex process, but it offers a number of advantages to American investment funds. The country’s legal and regulatory framework, favorable tax environment, and well-established service provider ecosystem make it an attractive location for American investment funds looking to access the European market. By working with local service providers and complying with local and U.S regulations, American investment funds can set up a master-feeder fund in Luxembourg and take advantage of the country’s investment fund industry.

Damalion experts help American investment companies to setup their master feeder fund in Luxembourg. Please contact your Damalion experts now. 

How American Investment Funds Set Up Master–Feeder Funds in Luxembourg — Frequently Asked Legal Questions

For U.S. sponsors and their counsel • Luxembourg offers flexible master–feeder structuring options (RAIF, SIF, SICAR, unregulated SCSp) under EU AIFMD. This page provides concise legal answers for 2025. It is general information, not legal or tax advice.

Last updated:

Context for 2025:

• Luxembourg remains the leading EU fund domicile for cross-border master–feeder structures used by U.S. managers marketing to professional investors under AIFMD.
• Vehicle choice and tax profile depend on investor mix (U.S. taxable, U.S. tax-exempt, non-U.S.), asset strategy, and governance preferences.

Frequently asked questions — legal answers

1) What is a master–feeder fund in the Luxembourg context?

A structure where two or more feeder funds invest substantially all assets into one master fund managed on a pooled basis. The master is commonly a Luxembourg RAIF (SICAV or SCS/SCSp form) or an unregulated SCSp with an external AIFM. U.S. and other feeders allocate to the master under one strategy and one portfolio.

2) Which Luxembourg vehicles are typically used for the master?

Reserved Alternative Investment Fund (RAIF) in SICAV or SCS/SCSp form; Specialized Investment Fund (SIF); SICAR for risk capital; or an unregulated SCSp used as an AIF. Choice depends on asset scope, investor eligibility, timing, and supervision preferences.

3) Can the master be tax-transparent?

Yes. An SCSp master is tax-transparent for Luxembourg corporate income tax, municipal business tax, and net wealth tax, subject to specific rules. A SICAV corporate master is generally opaque. The tax result must be assessed at investor and asset levels.

4) What are common feeder locations for U.S. sponsors?

U.S. feeder (e.g., Delaware LP/LLC) for U.S. taxable investors; a “blocker” corporate feeder for U.S. tax-exempt investors sensitive to UBTI; a Luxembourg or Cayman non-U.S. feeder for non-U.S. investors. Each feeder follows its home law and tax rules, then invests into the Luxembourg master.

5) Do Luxembourg masters require CSSF authorisation?

RAIFs do not require prior CSSF authorisation but must appoint an authorised AIFM and meet RAIF Law requirements. SIFs and SICARs are authorised and supervised by the CSSF. Unregulated SCSps are not authorised per se but, when they are AIFs, they fall within AIFMD via their AIFM.

6) Who is eligible to invest in a RAIF or SIF master?

Professional or well-informed investors as defined by Luxembourg law. Minimum investment and investor knowledge requirements apply. Retail investors are out of scope.

7) What governance roles are mandatory?

Depending on the vehicle: AIFM (external or, where allowed, internal), portfolio manager/delegates, depositary located in Luxembourg, central administrator, auditor, and compliance/AML functions. Board or GP governance applies to corporate or partnership forms.

8) How are offering documents structured?

The master has a constitutive document (articles or LPA), an offering document (RAIF: issuing document), and AIFMD disclosures. Each feeder issues its own PPM with clear investment into the master and risk factors aligned to the consolidated portfolio.

9) What marketing rules apply in the EU?

Marketing to professional investors in the EU occurs via AIFMD passport when an authorised EU AIFM manages an EU AIF (e.g., a Luxembourg RAIF/SIF/SICAR). Pre-marketing and national notification rules must be respected.

10) How do U.S. rules interact (Advisers Act, SEC, CFTC)?

U.S. managers consider registration or exemptions under the U.S. Investment Advisers Act, Form ADV disclosures, CFTC matters for commodity interests, and private offering exemptions (Reg D/Reg S). These obligations are separate from Luxembourg law.

11) What are the main tax features at Luxembourg master level?

SCSp masters are generally tax-transparent in Luxembourg. Corporate masters (e.g., SICAV RAIF taxed as an investment fund) may be exempt from income taxes but can be subject to an annual subscription tax depending on regime. Treaty access depends on vehicle type and substance.

12) Does the master benefit from double tax treaties?

Tax-transparent SCSps typically do not claim treaties at fund level; relief is assessed at investor or blocker level. Treaty access for corporate vehicles depends on their regime and substance. Facts and local laws prevail.

13) How are U.S. tax-exempt investors protected from UBTI?

Commonly by interposing a blocker entity (often corporate) between the feeder and income that could generate UBTI, particularly for leveraged strategies or ECI-linked assets. Structure is tailored to investor requirements.

14) What are depositary and safekeeping requirements?

EU AIFs must appoint a Luxembourg depositary. The depositary safekeeps financial instruments, verifies ownership of other assets, and oversees cash flow monitoring and certain fund operations as required by AIFMD.

15) What are the accounting and audit expectations?

Annual financial statements are required for the master under its legal form and fund regime. An approved statutory auditor (réviseur d’entreprises agréé) audits where required (e.g., RAIF, SIF, SICAR). Consolidation rules apply depending on form and control.

16) How are management fees and carried interest handled?

Fees are set at master and/or feeder level per documents. Carried interest is usually implemented at the master or GP vehicle. Luxembourg offers mechanisms for carried interest and co-investment; tax treatment depends on the stakeholders’ status and substance.

17) What AML/CFT and investor eligibility checks apply?

Luxembourg AML/CFT laws apply. The AIFM, administrator, and depositary implement KYC, source-of-funds, PEP/sanctions screening, and ongoing monitoring. U.S. sanctions and OFAC considerations may also apply to U.S. sponsors.

18) Are there substance expectations in Luxembourg?

Yes. Real decision-making, appropriate board/GP oversight, local key functions (AIFM, depositary, administrator), and proper documentation are expected. Substance also supports regulatory and tax analyses.

19) Can feeders implement different fee terms or currency classes?

Yes, provided equal treatment principles are respected and disclosures are clear. Share/interest classes and side letters must be consistent with fund documents and AIFMD rules.

20) What timeline should U.S. sponsors expect?

Document drafting, service-provider onboarding, and AIFM/Depositary appointment can move efficiently. RAIFs are generally faster than authorised regimes because they do not require prior CSSF approval. Exact timing depends on preparation, investor readiness, and asset complexity.

Related reading on Damalion

• Launching your Master–Feeder Fund Structure in Luxembourg
• Luxembourg Feeder Funds — Overview
• Special Limited Partnership (SCSp) — Investment Funds
• How to Incorporate a RAIF
• RAIF vs. SIF