CD&R's Fund XIII Offshore Filing: What a SICAV-RAIF Feeder Actually Does

TL;DR: On August 5, 2026, an entity called CD&R Fund XIII Private Investors Offshore SICAV-RAIF S.C.Sp. filed a Form D with the SEC under Investment Company Act Section 3(c)(7). It's the offshore feeder vehicle for Clayton, Dubilier & Rice's newest flagship buyout fund, and you can read the raw filing yourself on SEC EDGAR. I'm using it to walk through the plumbing every large buyout shop uses to pull in non-US money, because you'll run into this same structure the next time a GP pitches you a "feeder" or "parallel" vehicle.

What was filed, and by whom

The filer is CD&R Fund XIII Private Investors Offshore SICAV-RAIF S.C.Sp., CIK 0002138864. The accession number is 0002138864-26-000001, accepted by the SEC on August 5, 2026 at 4:54:56 PM, as PipelineRoad first reported. The document is small, 10 KB across a primary form and an XML data file, and it lists a mailing address at 2, Rue Jean Monnet, Luxembourg L-2180. That address isn't incidental. It tells you the entity is domiciled in Luxembourg, not Delaware, and that matters for everything that follows.

The filing checks two boxes under Item 3C of the Investment Company Act: Section 3(c)(1) and Section 3(c)(7). I'll explain why a filer checks both in a minute. First, context. CD&R Fund XIII is Clayton, Dubilier & Rice's latest flagship buyout fund. Bloomberg reported in January 2026 that the firm began pre-marketing Fund XIII with a target of roughly $26 billion, corroborated by Dakota's fundraising tracker, which put the total at more than $28 billion once you add the GP's own commitment. That puts Fund XIII in the same bracket as its predecessor. Fund XII closed in August 2023 at $26 billion, according to the Wall Street Journal, made up of $23.5 billion from outside limited partners plus a $2.5 billion GP commitment, itself a jump from Fund XI's $16 billion.

CD&R is not a new entrant chasing headlines. The firm was founded in 1978 by Eugene Clayton, Martin Dubilier and Joseph Rice, originally as Clayton & Dubilier in 1976. That makes it one of the oldest private equity firms still operating under its own name, older than Blackstone, older than Carlyle. Its pitch has centered on operational involvement rather than financial engineering since day one: the firm places former operating executives from companies like GE and Unilever directly onto its portfolio company boards, sometimes installing them as interim CEOs. A 2013 Economist profile, republished on CD&R's own site, cited a Duff & Phelps study claiming CD&R's portfolio companies improved margins at roughly double the rate of industry peers, pointing to Lexmark and the Hertz carve-out from Ford as marquee examples. This Form D says nothing about whether that track record holds up for Fund XIII. It tells you only that the firm is now formally onboarding non-US capital into this vehicle.

The offshore SICAV-RAIF entity is not the main fund. It's a satellite structure built to receive capital from investors who live outside the United States. If you've reviewed offering documents for global funds before, you've likely seen a setup like this and wondered what it does. That's the part worth understanding, independent of anything specific to CD&R.

What a SICAV-RAIF and an offshore feeder actually are

Start with the acronym. SICAV stands for société d'investissement à capital variable, an investment company with variable capital. That's Luxembourg's version of an open-ended fund vehicle: capital rises or falls automatically as investors subscribe or redeem, without a shareholder vote every time money moves. RAIF stands for Reserved Alternative Investment Fund, created under Luxembourg's Law of 23 July 2016. Put the two together and a SICAV-RAIF is a variable-capital fund company that qualifies for the lighter-touch RAIF regime.

The word "reserved" is doing real work in that name. RAIFs are reserved for well-informed investors, a defined term under Luxembourg law requiring professional-investor status or a minimum investment threshold, and their offering documents cannot be marketed to the general public. In exchange, a RAIF skips something fully regulated Luxembourg funds don't get to skip: direct authorization and ongoing supervision by the CSSF, Luxembourg's financial regulator. A RAIF still must be managed by an authorized Alternative Investment Fund Manager under the EU's AIFMD framework, so it isn't unsupervised, just supervised one layer removed. A structuring memo from Clifford Chance describes this as indirect supervision: the CSSF regulates the AIFM, and the AIFM carries legal responsibility for the RAIF's compliance.

Why does that matter to a sponsor like CD&R? Speed and cost. A RAIF requires no CSSF pre-approval to launch, amend its documents, or add investors. Advisory firm Damalion notes that sponsors can stand up a SICAV-RAIF platform in four to six weeks once the AIFM and depositary are in place, versus a materially longer runway for a fully supervised vehicle. A RAIF still needs a minimum EUR 1,250,000 in subscribed capital within twelve months, still needs an independent depositary, and still needs audited accounts. It just doesn't need the regulator's sign-off first.

Now connect that to "offshore feeder." A feeder fund doesn't invest directly in operating companies. It pools capital from a specific investor population and invests that pooled capital into the main fund as a single limited partner. From the perspective of CD&R Fund XIII's main partnership, the Luxembourg SICAV-RAIF looks like one investor, even though it might represent dozens of pension funds, sovereign wealth vehicles, or family offices underneath it. That's different from a "parallel fund," a structure you'll also see in fund documents, where a separate vehicle invests side by side with the main fund in every deal, maintaining its own books rather than routing capital through the main partnership. CD&R's Luxembourg vehicle is a feeder: it sits between the non-US investor and the main US-anchored fund, not next to it.

Sponsors build these feeders for three overlapping reasons, none of them exotic. Tax comes first. A US limited partnership generates effectively connected income concerns and K-1 reporting that many non-US investors and their home tax authorities would rather avoid, and an offshore corporate feeder can block that exposure and convert what flows through into something more favorable under the investor's home treaty. Second is regulatory comfort: many European pension funds and insurers face local rules about what foreign fund vehicles they're permitted to hold, and a Luxembourg-domiciled AIF checks boxes a Delaware LP doesn't. Third is administrative convenience, since the feeder aggregates many individual subscribers into what the main fund sees as a single line item. None of this changes where the money goes. It changes the legal path the money takes to get there.

Why CD&R built it this way, and what it signals

The Form D checks boxes for both Section 3(c)(1) and Section 3(c)(7), and that combination tells you something about how the offering is built. Both are exemptions letting a private fund avoid registering as an investment company under the 1940 Act, and they draw the line in different places. Section 3(c)(1) caps a fund at fewer than 100 beneficial owners and requires only that investors meet the accredited investor standard under Regulation D, roughly $1 million in net worth excluding a primary residence, or $200,000 in individual income. Section 3(c)(7) removes the investor-count ceiling almost entirely, subject to a roughly 2,000-holder threshold under the Exchange Act, but demands every investor be a qualified purchaser: at least $5 million in investments for an individual or family entity, or $25 million in discretionary investments for an institution, per the statutory breakdown of the distinction.

A single feeder entity checking both boxes typically means the vehicle accommodates more than one class of non-US investor in the same legal wrapper, some meeting the higher qualified purchaser bar and a smaller carve-out held to the accredited investor standard. That's a common pattern on institutional platforms, not a signal of anything irregular. What it confirms is that this vehicle isn't for casual money. Whichever exemption applies to a given investor's interest, nobody below the accredited investor floor is getting in.

Step back further and this filing is a data point about where the buyout market's biggest checks come from. A firm targeting a fund in the $26 billion range cannot fill that order book from US pensions and endowments alone. It needs Gulf sovereign wealth funds, European insurers, Asian pension systems, and non-US family offices, and each of those pools has its own regulatory fence to clear before it commits. A Luxembourg SICAV-RAIF feeder is the standard way a US buyout shop clears that fence without renegotiating its core Delaware partnership for every foreign LP. You'll see the identical logic behind Cayman feeders, Irish qualifying investor AIFs, and UK parallel vehicles at every firm running a multibillion-dollar flagship fund. CD&R's version is a SICAV-RAIF because Luxembourg has spent the past decade positioning itself as the preferred European jurisdiction for this kind of AIFMD-compliant plumbing, carrying a marketing passport a Cayman entity doesn't.

If you're evaluating a private equity commitment and the GP mentions a Luxembourg feeder, a Cayman parallel fund, or a Delaware blocker corporation, none of that is a red flag by itself. It's a routine cost of doing business at scale. The question worth asking isn't whether the structure exists, but whether it's built and administered correctly for your specific tax situation, which is a job for your own counsel, not something you diagnose from a Form D.

The limits of Form D as a research tool

I want to be direct about what this filing does not tell you, because it's tempting to over-read a document that carries a CIK number and an accession number. A Form D is a notice, not a disclosure document. It exists so the SEC and state regulators know a private offering is happening under a claimed exemption. It is not a prospectus, it is not audited, and the SEC does not verify the substance of what's in it before accepting it.

Here is what this 10-kilobyte filing does not tell you: the actual size of CD&R Fund XIII, how much capital this Luxembourg feeder has raised, the fund's target return, its fee structure, its strategy beyond "buyout," or anything about performance, either CD&R's historical numbers or projections for this vintage. The reported $26 billion target for Fund XIII comes from press reporting on people familiar with the fundraising, not from this filing or any SEC document. Reported sizes for prior CD&R vehicles, Fund XII's $26 billion close and Fund XI's $16 billion, come from that same kind of reporting, corroborated across outlets, but still not from a regulatory disclosure CD&R was required to make public.

This is a structural feature of how private funds are regulated in the United States, not a gap specific to CD&R. Section 3(c)(7) exists because Congress and the SEC decided investors meeting the qualified purchaser threshold don't need the disclosure protections retail investors get with registered securities. The tradeoff for a light-touch Form D notice is that almost all the substantive information you'd want, actual terms, performance, risk factors, lives in a private placement memorandum and a limited partnership agreement that never touch EDGAR. If you're not already an LP with access to those documents, a Form D is close to the only public trace this fund will ever leave. Treat it as confirmation that an entity exists and an offering is happening, not as evidence of quality, size, or safety. For more on how private offering exemptions work, see our explainer on Form D filings and Reg D exemptions.

What to ask a GP who offers you a "feeder" or "parallel" vehicle

Most readers of this piece will never personally see a filing like CD&R's, because you're not a $25 million qualified purchaser being routed through a Luxembourg RAIF. But the same feeder and parallel-fund plumbing shows up in far smaller deals too, including some marketed to accredited investors through SPVs and fund-of-one structures. When a sponsor tells you your capital will sit in a "feeder" or a "parallel vehicle," ask these before you sign.

• Is this a feeder, where my capital flows into the main fund as a single LP interest, or a parallel fund, where my capital invests alongside the main fund in every deal, pari passu? The economics and paperwork differ.
• What jurisdiction is the feeder domiciled in, and why that one specifically? "Because our lawyers set it up that way" isn't an answer.
• Does the feeder add fees, administration costs, or carry on top of what the main fund already charges?
• Am I classified as an accredited investor or a qualified purchaser for this vehicle, and what verification is the sponsor actually collecting, not just self-certification?
• What happens to my interest if the feeder is later restructured or converted between exemption types?
• Who is the depositary or custodian for the feeder, and are they independent of the general partner?
• Can I get the actual private placement memorandum and limited partnership agreement, not just a pitch deck, before committing capital?

None of these questions require you to become a securities lawyer. They require insisting on the same specificity from a $26 billion buyout shop that you'd insist on from a first-time fund manager. Fund size and firm age are not substitutes for understanding the box your money is actually sitting in.

Frequently Asked Questions

What is a SICAV-RAIF, and why did CD&R use one for Fund XIII?

A SICAV-RAIF is a Luxembourg variable-capital fund company that qualifies for the Reserved Alternative Investment Fund regime under the Law of 23 July 2016. It skips direct CSSF pre-approval, so sponsors can launch it in four to six weeks once the AIFM and depositary are set. CD&R used it as an offshore feeder to pull in non-US capital for its roughly $26 billion Fund XIII.

Why does the Form D check boxes for both Section 3(c)(1) and Section 3(c)(7)?

Section 3(c)(1) caps a fund at fewer than 100 beneficial owners who meet the accredited investor standard, while Section 3(c)(7) removes that count ceiling but requires every investor to be a qualified purchaser, at least $5 million in investments for an individual or $25 million for an institution. Checking both usually means the feeder holds more than one class of non-US investor in one legal wrapper.

What does this Form D filing not tell investors about CD&R Fund XIII?

The 10-kilobyte filing doesn't disclose the fund's actual size, how much the Luxembourg feeder has raised, target returns, fee structure, or performance data. The reported $26 billion target, and Fund XII's $26 billion close and Fund XI's $16 billion, come from press reporting, not from this filing or any SEC document.

Author Disclosure: Jeff Barnes, MBA has no personal position in any company, fund, or platform named in this article. Angel Investors Network has no current commercial relationship with any party mentioned. AIN provides marketing and education services, not investment advice. Past performance does not guarantee future results. All investments involve risk, including loss of principal.