# Term Sheet

The GAMS Alternative Fund Term Sheet Template is a standardised, practitioner-developed template designed to support the structuring and documentation of Luxembourg alternative investment funds, particularly those established as SCSp structures (including RAIFs, SIFs, and sub-threshold structures). It provides a non-binding summary of principal fund terms, intended to facilitate early-stage discussions and alignment between sponsors, investors, and advisors prior to the preparation of definitive legal documentation (e.g. LPA, PPM, subscription agreement).

Users can:
- Use the drafting language as a starting point for negotiation
- Adapt modular sections based on the regulatory regime (RAIF, SIF, unregulated)
- Remove internal guidance before external circulation
- Use the document as a bridge between commercial discussions and formal documentation

The template is not legally binding and does not constitute legal advice; users must obtain independent advice before use.

**Status**: active | **URL**: https://open.gamstandards.com/collections/term-sheet

**License**: License: Free to use (CC0-1.0). Use, adapt, and share this content freely — no permission or credit needed. Details: https://creativecommons.org/publicdomain/zero/1.0/

## Frequently Asked Questions

**Q: How does it relate to the LPA and PPM?**

It precedes them — acting as a summary that informs drafting of definitive fund documentation.

**Q: Is this term sheet legally binding?**

No. It is a non-binding summary of indicative terms used to frame discussions before final documentation.

**Q: Does this template constitute legal advice?**

No. It is an informational resource. Independent legal advice must be obtained before use.

**Q: Can it be used for non-Luxembourg funds?**

It can serve as a reference, but it is designed for Luxembourg legal and regulatory frameworks.

**Q: Which fund structures does it cover?**

Primarily Luxembourg SCSp structures, including RAIFs, SIFs and sub-threshold/unregulated funds.

**Q: Who should use this template?**

Lawyers, fund managers, investors, and service providers involved in alternative fund structuring.

**Q: Can the drafting language be used directly?**

Yes, in many cases, but it remains subject to negotiation and should always be reviewed by legal counsel.

**Q: Are guidance notes included for external use?**

No. All practitioner notes, guidance columns, and footnotes should be removed before circulation.

**Q: Is it suitable for investor marketing?**

Only after refinement and removal of internal notes; it must comply with applicable marketing regulations.

**Q: Does the template reflect current Luxembourg practice?**

It reflects market practice at the time of publication but may not capture all regulatory developments.

## Glossary

**AIFM**: Alternative Investment Fund Manager authorised or registered under Luxembourg law.

**AIFM Law**: Luxembourg law of 12 July 2013 governing AIFMs.

**AIFMD**: EU Directive governing alternative investment fund managers.

**Carried Interest**: Share of profits allocated to the GP after return of capital and preferred return.

**Commitment**: Maximum capital an investor agrees to contribute to the fund.

**Compartment**: Segregated sub-fund within an umbrella structure.

**CSSF**: Luxembourg financial regulator (Commission de Surveillance du Secteur Financier).

**Depositary**: Institution responsible for safekeeping assets and oversight functions.

**Drawn Commitment**: Capital actually called from investors.

**General Partner (GP)**: Entity responsible for management and control of the fund.

**Initial Closing**: First admission of investors into the fund.

**Investment Period**: Period during which new investments can be made.

**LPA**: Limited Partnership Agreement governing the fund.

**Limited Partner (LP)**: Investor in the fund with limited liability.

**NAV**: Net asset value of the fund (assets minus liabilities).

**PPM**: Private Placement Memorandum providing investor disclosures.

**Preferred Return**: Minimum return paid to investors before carry is allocated.

**RAIF**: Reserved Alternative Investment Fund under the RAIF Law.

**SCSp**: Special limited partnership used for Luxembourg alternative funds.

**SIF**: Specialised Investment Fund regulated under Luxembourg law.

**Waterfall**: Distribution mechanism allocating returns between LPs and GP.

**Target Size**: The intended fundraising amount for the Fund and its first Compartment. [20260210 D...& Goldbach | Word]

**Fund**: The investment vehicle described in the term sheet, structured as a Luxembourg investment company (SICAV‑SIF or similar) and managed by the General Partner

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## Suggested Workflow

(1) Use the glossary terms to interpret domain-specific terminology.