Growth Opportunities SICAV-RAIF Feeder Fund Launch in Luxembourg

Luxembourg has firmly established itself as the leading European jurisdiction for sophisticated alternative investment structures.
For investors looking to access growth equity, private markets, and specialized strategies through an institutional platform, the Growth Opportunities Feeder S.A., SICAV-RAIF provides a highly efficient gateway. It combines the flexibility of the RAIF regime with the corporate features of a société anonyme (S.A.), allowing capital to be pooled and channelled into a designated investment program while maintaining robust governance and risk oversight.

This structure is designed for professional and well-informed investors who wish to optimize their allocation into growth-oriented opportunities without building an entire fund infrastructure from scratch. The Growth Opportunities Feeder S.A., SICAV-RAIF can be tailored to support cross-border investment flows, multi-compartment umbrellas, and different investor profiles, while benefiting from Luxembourg’s tax, legal, and operational environment.

Why a Growth Opportunities Feeder S.A., SICAV-RAIF in Luxembourg?

Luxembourg offers a powerful combination of regulatory credibility, tax efficiency, and an experienced ecosystem of administrators, AIFMs, depositaries, and advisors. The RAIF framework, introduced in 2016, was specifically created to shorten time-to-market by removing prior CSSF approval at fund level while still ensuring indirect supervision through the appointed AIFM.

A Growth Opportunities Feeder S.A., SICAV-RAIF builds on this foundation. It allows investors to:

• Subscribe into a feeder vehicle that invests into a defined growth strategy or platform.
• Benefit from Luxembourg’s cross-border distribution possibilities under AIFMD.
• Implement currency classes, hedging, and investor-specific terms at feeder level.
• Consolidate reporting and onboarding through a single, professionally managed structure.

In practice, this means investors can access a broader institutional strategy via a focused, well-governed Luxembourg feeder that matches their risk appetite, horizon, and ticket size.

Core Legal and Regulatory Features

The Growth Opportunities Feeder S.A., SICAV-RAIF is governed by three main legal pillars:

1. RAIF Law – providing the regulatory framework, investor eligibility rules, and AIFM linkage.
2. Company Law – governing the S.A. corporate form, share capital, and corporate governance.
3. AIFMD – applying to the appointed alternative investment fund manager (AIFM).

Key features typically include:

• Eligible investors: well-informed and professional investors only.
• Minimum subscription: generally EUR 125,000 per investor, unless a specific exemption applies.
• Umbrella architecture: possibility to create multiple compartments with ring-fenced assets and liabilities.
• Corporate fund format: variable capital company (SICAV) in the legal form of an S.A.
• External AIFM: mandatory appointment, providing portfolio and risk management under AIFMD.

Because the RAIF is not directly supervised by the CSSF at fund level, properly documenting the investment policy, risk limits, and governance framework in the Offering Memorandum is essential. The Growth Opportunities Feeder S.A., SICAV-RAIF must work in close coordination with its AIFM, depositary, administrator, and auditor to ensure ongoing compliance and investor protection.

Investment Strategy and Use Cases

The Growth Opportunities Feeder S.A., SICAV-RAIF is particularly suitable for:

• Growth equity investments in established private companies entering expansion phases.
• Venture and technology strategies targeting scale-ups with proven revenue traction.
• Private credit and hybrid instruments supporting growth, acquisition, or recapitalization.
• Co-investment programs alongside established sponsors, PE houses, or sector specialists.
• Sector-focused strategies (for example, healthtech, fintech, climate tech, industrial automation, or B2B SaaS).

By design, the feeder structure allows investors to enter an existing or newly created growth strategy without having to take on the full operational burden of platform creation. Instead, investors benefit from a streamlined subscription, a clear documentation set, and consolidated reporting through the Luxembourg framework.

Key Features and Benefits

From an analytical point of view, the Growth Opportunities Feeder S.A., SICAV-RAIF offers several quantifiable advantages:

• Time to market: often in the range of 30 to 45 days once documentation and service providers are aligned.
• Eligibility: targeted at investors that meet the well-informed or professional threshold under RAIF rules.
• Return potential: depending on the underlying growth strategy, target IRRs can range from 8 percent to over 20 percent.
• Risk management: handled by the AIFM under AIFMD, with monitoring of leverage, liquidity, and concentration risk.
• Tax neutrality: when properly structured, the feeder can achieve tax neutrality at fund level under Luxembourg law.
• Scalability: umbrella format allows additional compartments to be created for new strategies or investor groups.
• Governance: clear board oversight, external audit, depositary controls, and formal risk policy frameworks.

These features make the Growth Opportunities Feeder S.A., SICAV-RAIF particularly attractive for family offices, institutional allocators, and sophisticated entrepreneurs looking to institutionalize their exposure to growth strategies in a controlled, transparent environment.

Governance, Risk Management and Investor Protection

Governance in a Growth Opportunities Feeder S.A., SICAV-RAIF is built around four main pillars:

1. Board of directors of the S.A., responsible for overall strategic supervision and decision-making.
2. External AIFM, responsible for portfolio management, risk management, and AIFMD compliance.
3. Depositary bank, responsible for safekeeping verification, asset oversight, and cash flow monitoring.
4. External auditor, responsible for annual audit and review of financial statements.

Risk management frameworks typically include:

• Formal leverage limits and monitoring of debt at feeder and underlying level.
• Liquidity management tools suitable for semi-liquid or closed-ended strategies.
• Valuation policies for private assets, documented and reviewed by independent professionals.
• Compliance and AML/KYC procedures integrated at subscription and ongoing monitoring stages.

For investors, this architecture offers institutional-grade safeguards while retaining enough structuring flexibility to match the
commercial objectives of the growth strategy.

Tax and Structuring Considerations

A key objective when designing a Growth Opportunities Feeder S.A., SICAV-RAIF is to obtain efficient tax treatment at fund and investor level. In many cases, when properly structured, the feeder may benefit from:

• No Luxembourg withholding tax on distributions to investors, subject to their own tax residence rules.
• Tax neutrality at the fund level for certain alternative strategies.
• Use of special purpose vehicles (SPVs) for cross-border investments, where appropriate.

Because investor tax treatment depends on jurisdiction, profile, and structure of the underlying strategy, it is essential to seek dedicated cross-border tax advice before any subscription. The Growth Opportunities Feeder S.A., SICAV-RAIF should be integrated into the broader wealth, corporate, or institutional framework of each investor.

Typical Implementation Timeline

While each project is unique, a typical launch process for a Growth Opportunities Feeder S.A., SICAV-RAIF may follow this timeline:

• 3 – 7 days: structuring workshop, selection of strategy, and choice of service providers.
• 10 – 15 days: drafting of Articles of Incorporation, Offering Memorandum, and service agreements.
• 7 – 10 days: AIFM and depositary onboarding, confirmation of roles, and risk policy alignment.
• 7 – 12 days: bank account onboarding, KYC/AML checks, and subscription documentation.
• 3 – 5 days: final corporate approvals, signatures, and operational go-live.

Overall, this often results in an implementation window of approximately 30 to 40 days, provided investors and service providers respond in a timely manner.

How to Set Up a Growth Opportunities Feeder S.A., SICAV-RAIF in Luxembourg

The high-level process generally follows eight practical steps:

1. Define the investment thesis.
   Clarify sector focus, target IRR range, geography, and expected ticket sizes.
2. Select the S.A. and RAIF combination.
   Confirm that the corporate SICAV form and RAIF regime match the investor base and strategy horizon.
3. Appoint an external AIFM.
   Choose a fully licensed AIFM with proven experience in growth and alternative strategies under AIFMD.
4. Engage a depositary and administrator.
   Select a depositary bank and fund administrator that can support the chosen asset class and reporting frequency.
5. Draft the core documentation.
   Finalize the Offering Memorandum, Articles, board resolutions, and service level agreements.
6. Implement investor onboarding and AML/KYC.
   Set up subscription documents, investor classification processes, and monitoring tools.
7. Open bank accounts and subscriptions.
   Complete bank onboarding, define capital call mechanics, and operational flows.
8. Execute launch and ongoing reporting.
   After initial closing, perform NAV calculations, investor reporting, and governance meetings as scheduled.

Who Typically Uses This Structure?

The Growth Opportunities Feeder S.A., SICAV-RAIF is commonly used by:

• Single or multi-family offices consolidating allocations into a scalable platform.
• Entrepreneurs reinvesting proceeds from liquidity events into diversified growth strategies.
• Institutional investors such as insurance companies or pension-related vehicles seeking targeted access to a specific program.
• Club deals where several sophisticated investors align on a single thematic strategy.

Because the feeder is highly configurable, it can be adapted for single-investor platforms, multi-investor pools, or dedicated compartments aligned with different risk and liquidity profiles.

Damalion supports international sponsors and investors to launch the best investment structures to carry our their investment plans. Please contact your Damalion experts now.

The information above is for educational and informational purposes only and does not constitute legal, tax, or investment advice.
Each investor should obtain independent professional advice before setting up or subscribing to a Growth Opportunities Feeder S.A., SICAV-RAIF in Luxembourg.

More information about the Luxembourg Société anonyme (S.A.)