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Using a Luxembourg master feeder fund to support a Delaware Feeder Fund

by | Feb 4, 2023 | Investment funds

A Luxembourg Master Feeder Fund and a Delaware Feeder Fund are two popular structures for investing in alternative assets such as hedge funds and private equity funds. We discuss the benefits of using a Luxembourg Master Feeder Fund to support a Delaware Feeder Fund and why this combination is becoming increasingly popular among institutional investors and high net worth individuals.

Luxembourg is a well-established financial center with a long history of supporting alternative investment funds. It is a leading hub for investment fund administration, offering a range of tax and regulatory benefits to fund managers and investors. One of the key advantages of a Luxembourg Master Feeder Fund is its flexibility in terms of fund structures and investment strategies. This allows fund managers to tailor their investment approach to the specific needs of their investors and to adapt to changing market conditions.

A Delaware Feeder Fund, on the other hand, is a US-based fund that is typically used to invest in a single underlying fund, such as a hedge fund or private equity fund. Delaware is a well-regarded jurisdiction for funds due to its favorable tax laws and business-friendly regulations. By using a Delaware Feeder Fund, investors can access the investment opportunities offered by a US-based alternative investment fund while also benefiting from the tax and regulatory advantages of the Delaware jurisdiction.

By combining these two fund structures, institutional investors and high net worth individuals can take advantage of the benefits offered by both the Luxembourg Master Feeder Fund and the Delaware Feeder Fund. The Luxembourg Master Feeder Fund provides the flexibility and adaptability that is essential in today’s fast-paced investment landscape, while the Delaware Feeder Fund offers the tax and regulatory benefits that are so attractive to investors.

One of the key benefits of using a Luxembourg Master Feeder Fund to support a Delaware Feeder Fund is the increased level of investor protection that it provides. A Master Feeder Fund structure enables fund managers to segregate their assets and liabilities, providing a higher degree of protection for investors. This is especially important for alternative investments such as hedge funds and private equity funds, where the risks can be much higher compared to more traditional investments such as equities and bonds.

Another benefit of using a Luxembourg Master Feeder Fund is the ability to access a wider range of investment opportunities. By investing in a Master Feeder Fund, investors can gain exposure to a diverse range of alternative investment funds, allowing them to diversify their portfolios and reduce their exposure to specific risk factors. This is particularly important for institutional investors and high net worth individuals who are looking to manage their exposure to risk and maximize returns.

In addition to these benefits, a Luxembourg Master Feeder Fund also provides greater transparency and reporting. Fund managers are required to produce regular reports and financial statements, which provide investors with a clear understanding of the fund’s performance and underlying investments. This increased level of transparency and reporting is essential for investors who are looking to make informed investment decisions.

Finally, by using a Luxembourg Master Feeder Fund to support a Delaware Feeder Fund, investors can also benefit from the lower cost of doing business in Luxembourg. Luxembourg has a lower cost of living compared to many other financial centers, and as a result, fund managers can operate more efficiently and pass on these savings to their investors.

Using a Luxembourg Master Feeder Fund to support a Delaware Feeder Fund is a popular choice for institutional investors and high net worth individuals who are looking to access the benefits of both fund structures. The combination provides increased investor protection, access to a wider range of investment opportunities, greater transparency and reporting, and lower costs of doing business. This combination is a flexible and adaptable investment structure that can be tailored to the specific needs of individual investors who want to access European alternative investments. Contact your Damalion experts now.

Damalion – Luxembourg

Practical guide to using a Luxembourg master–feeder with a Delaware feeder: structure options, tax touchpoints, investor onboarding, and operational controls in 2025.

For fund sponsors, family offices, venture and hedge managers

Last updated: 11 September 2025

Why combine a Luxembourg master fund with a Delaware feeder?

Before you draft documents, confirm why each domicile serves your investor mix and downstream assets so subscriptions and first close run smoothly.

  • Luxembourg master concentrates portfolio management, custody, and service-provider oversight in a familiar EU framework.
  • Delaware feeder meets expectations of U.S. taxable and certain exempt investors with familiar governance and allocations.
  • Efficient capital pooling across feeders improves trade execution, cash management, and audit consolidation.

For adjacent structuring ideas, see Luxembourg RAIF tax regime and Luxembourg hedge fund setup.

What are the key features and benefits of a Luxembourg master–feeder?

With these features in mind, you can align legal form, service stack, and investor documentation.

  1. Flexible master forms. Master often set up as RAIF, SIF, or SICAV/SICAF; strategy and investor profile drive the choice.
  2. Multiple feeders. Delaware and Luxembourg feeders can run in parallel for different tax and regulatory profiles.
  3. Single portfolio management. Centralised execution, risk and cash controls at the master improve pricing and governance.
  4. Operational clarity. One set of trading accounts, administrators coordinating capital activity, and unified audit at master level.
  5. Distribution flexibility. Waterfalls and fee mechanics can be tailored by feeder while preserving master NAV integrity.

If you also hold operating stakes, compare with Luxembourg holding companies and ring-fencing via SPVs.

How do you implement a Luxembourg master with a Delaware feeder?

Follow this sequence from term sheet to first close and initial investments.

  1. Define strategy and investor sets. Map U.S. taxable/exempt and non-U.S. investors, ticket sizes, and liquidity terms.
  2. Select master vehicle. Choose RAIF/SIF/SICAV form, appoint AIFM (if applicable), depositary, administrator, and auditor.
  3. Form Delaware feeder. Establish LP or LLC, draft LPA/LLC agreement aligned to master offering and fee terms.
  4. Draft constitutional and offering documents. Align investment policy, side-letter approach, fee schedules, risk and conflicts policies.
  5. Set banking and brokers. Open master trading and cash accounts, connect feeder cash sweeps and FX rails.
  6. Prepare KYC/AML and tax packs. Create unified onboarding with FATCA/CRS, W-8/W-9, and beneficial-owner attestations.
  7. Run first close. Coordinate capital calls, equalisation where relevant, and seed portfolio transfer (if any).
  8. Operate and report. Monthly NAV (if open-ended) or quarterly reporting, audit timetable, and investor notices.

For bank onboarding discipline, use our bank acceptance checklist as a quality benchmark.

Frequently asked questions about Luxembourg master–feeder with a Delaware feeder

These concise answers reflect common sponsor questions from structuring to reporting.

Which master vehicle works best for cross-border strategies?
RAIF is often used for speed and flexibility under an AIFM; SIF or SICAV/SICAF can suit other profiles. The decision depends on strategy, target investors, and oversight model.
Can I run both Delaware and Luxembourg feeders into the same master?
Yes. Parallel feeders can subscribe to the Luxembourg master, each with its own investor terms and tax handling.
How are management and performance fees handled across feeders?
Fees are calculated at feeder or master level per the documents. Keep methodologies consistent so the master NAV and allocations remain fair.
Do I need an authorised AIFM?
For RAIF and many alternative strategies, an AIFM is appointed to handle portfolio and/or risk management and regulatory reporting.
How do capital calls and equalisation work?
Capital commitments are called at feeder level then invested into the master. Equalisation or series accounting may be used to ensure fairness among entry dates.
What is the role of the depositary at the master?
The Luxembourg depositary safekeeps assets, monitors cash and oversight duties, and supports the NAV control framework.
How are U.S. tax forms handled for Delaware investors?
Onboarding packets collect W-9 or W-8 forms as applicable. K-1s or equivalent reports are prepared if required by the Delaware feeder’s structure.
Does the master have access to tax treaties?
Treaty access depends on the master vehicle and investor base. Many alternative funds rely on underlying holding SPVs for treaty routes.
How do I structure side letters without creating conflicts?
Use a centralized register, disclose material terms to the governing body, and ensure no investor receives terms that unfairly disadvantage others.
Can the master invest through Luxembourg SPVs?
Yes. SPVs are frequently used for holding, financing, or ring-fencing assets and to manage tax and deal-specific requirements.
What accounting and audit cadence should I plan?
Many managers produce monthly or quarterly NAVs, with annual audits. Set cut-off policies and a calendar matching service-provider capacity.
How do redemptions work if I run an open-ended strategy?
Liquidity terms are defined at feeder level and flow through to the master. Use gates, notice periods, and swing pricing where appropriate.
What are common operational errors to avoid?
Misaligned fee calculations, inconsistent capital schedules, weak FX controls, and side-letter implementation gaps. A robust checklist prevents drift.
How do I communicate portfolio transparency?
Provide position and risk summaries at the promised frequency, with valuation methods and any model changes highlighted.
Where can I compare with other Luxembourg fund routes?
Topic Master–feeder at a glance
Master domicileLuxembourg (RAIF/SIF/SICAV as strategy dictates)
Feeder exampleDelaware LP or LLC for U.S. investors
GovernanceAIFM (where applicable), depositary, administrator, auditor
OperationsCentralised trading and cash at master; coordinated calls and reporting
DocumentsPPM/Prospectus, LPA/LLC agreement, side-letter policy, risk disclosures

Related reading to refine your structure: Luxembourg hedge fund formation, RAIF tax framework, and holding company benefits.

  • Graphic – Luxembourg
  • Graphic – Luxembourg

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