# GAMS_TermSheet_Template_Leroy & Goldbach

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Alternative Fund Term Sheet

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## Outline

- How to Use This Template

## Parts

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- Part 1 (this part): GAMS · Fund Term Sheet · Important Note: · How to Use This Template · Key to this Template · General Note · Disclaimer
- Part 2: I. THE FUND · Fund Name & Structure · Registered Office · Compartment Structure · Regulatory Regime · II. PARTIES AND GOVERNANCE · General Partner · Initial Limited Partner
- Part 3: AIFM · Portfolio Manager · Investment Advisor · Carry Vehicle · Advisory Committee · Key Persons
- Part 4: GP Removal · III. INVESTMENT STRATEGY · Investment Objective · Investment Strategy · Investment Restrictions · Leverage · Co-Investments · IV. FUND TIMELINE
- Part 5: Target Launch Date · Initial Closing Date · Final Closing Date · Investment Period · Ramp-Up Period · Fund / Compartment Term · Target Fund Size · ESG Disclosure · V. COMMITMENT MODEL AND INVESTOR TERMS
- Part 6: Commitment Model · Partner Interests · GP Commitment · Investor Minimum Commitment · Eligible Investors · Subscription Procedure · Capital Calls · Defaulting LP · Withdrawal / Redemption
- Part 7: Transfer of LP Interests · VI. FEES AND ECONOMICS · Subscription Fee · Redemption fee · Management Fee · Fund Expenses · Carried Interest and Distributions · Clawback · Escrow / Guarantee Mechanism · Investment Advisor Fee · VII. SERVICE PROVIDERS (other than AIFM)
- Part 8: Depositary · Administration Agent · Auditor · Legal Counsel · AML/CFT Officer (RC) · AML/CFT Responsible Person (RR) · VIII. GENERAL TERMS · Fund Currency · Accounting Standards · Valuation · Financial Year · Fund Documents (+3 more)
- Part 9: Marketing and Distribution · Pre-Marketing · Placement Agent · DEFINITIONS
- Part 10: continues: "US Person Any of the following, as defined in the US laws or regulati…"

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**GAMS**

Alternative Funds Legal Working Group

**Fund Term Sheet**

Template with Practitioner Guidance Notes

**Important Note:**

This document is a template developed by the GAMS Alternative Funds Legal Working Group and published by Global Asset Management Standards as a freely available industry resource. It is provided for informational and precedent purposes, on an "as is" basis and without warranty as to accuracy, completeness or currency. It does not constitute legal advice. Users must satisfy themselves that the drafting is appropriate for their structure and should take advice from a Luxembourg-qualified lawyer before use.

Prepared by **Leroy & Goldbach, Luxembourg**

Status **Version 1.0 — Template**

Date September **2026**

Scope **Luxembourg alternative investment funds organised as common limited partnerships (“_sociétés en commandite simple_” — SCS) or special limited partnerships (“_sociétés en commandite spéciale_” — SCSp), across three regulatory regimes (with a non-SICAV variant as Option 4): (1) an unregulated SCSp/SCS managed by a sub-threshold registered manager, (2) an SCS/SCSp SICAV-SIF (investment company with variable capital — specialised investment fund) and (3) an SCS/SCSp SICAV-RAIF (investment company with variable capital — reserved alternative investment fund) with an authorised external AIFM**

Neither Global Asset Management Standards, the members of the Alternative Funds Legal Working Group, nor any firm with which they are associated accepts any responsibility or liability for the content of this template or for any use made of it, or of any portion of it. Responsibility for the content of any term sheet produced using this template, and for its use and distribution, rests with the person issuing it

# How to Use This Template

This fund term sheet template (the “Term Sheet”) is designed for use by lawyers, fund managers, and their advisors in the structuring of Luxembourg alternative investment funds organised as common limited partnerships (“_sociétés en commandite simple_” — SCS) or special limited partnerships (“_sociétés en commandite spéciale_” — SCSp). It covers three regulatory regimes (with a non-SICAV variant as Option 4): (1) an unregulated SCSp/SCS managed by a sub-threshold registered manager, (2) an SCS/SCSp SICAV-SIF (investment company with variable capital — specialised investment fund) and (3) an SCS/SCSp SICAV-RAIF (investment company with variable capital — reserved alternative investment fund) with an authorised external AIFM.

The template is in three columns: the field name, the template drafting language, and a practitioner guidance note. Guidance notes and footnotes are for internal use only and must be removed in their entirety before the Term Sheet is circulated to any investor or counterparty. If you identify an area for improvement, please use the feedback form on the GAMS Templates and Resources page for this resource (open.gamstandards.com), so that the Working Group can consider it for the next release.

This Term Sheet is not a binding legal document. It is a summary of principal terms intended to frame negotiation of the definitive Fund Documents, as defined below. It does not constitute legal advice. Users must obtain independent legal advice before circulating any version to investors.

**Key to this Template**

| **\[\[FundName\]\]** | Bold text in double square brackets: mandatory data placeholder — replace before circulating to any recipient |
| --- | --- |
| **\[Optional text\]** | Single square brackets: optional or alternative wording, or a drafting instruction — select, adapt or delete before circulating to any recipient |
| **Template Drafting** | Template drafting language; to be adapted to the structure, subject to negotiation and legal advice. |
| **Guidance Note** | Practitioner notes: legal context and key decisions. Remove this column before circulating any term sheet prepared from this template. |
| **Footnotes** | Technical legal commentary for internal practitioner use. Remove before external circulation. |

| **IMPORTANT NOTICE FOR ALL PARTIES** This document is a template developed under the GAMS Alternative Funds Legal Working Group for informational and precedent purposes only. It does not constitute legal advice and does not create any attorney-client relationship. Users are responsible for obtaining independent legal, tax, regulatory, and financial advice appropriate to their specific circumstances, fund structure, and target jurisdictions. The template language has been prepared by reference to Luxembourg law and regulation as at the date of publication and may not reflect all applicable legal or regulatory developments. Neither GAMS, Leroy & Goldbach, nor any contributor accepts any responsibility for the use of this template or the accuracy of any information herein. **The Guidance Notes column and all footnotes are for internal use only and must be removed before the Term Sheet is finalised and circulated. The disclaimer at the front of this document must be completed and included in the circulated version.** |
| --- |

_The following terms are subject to revision._

**Term Sheet of \[\[_FundN_ame\]\]**

**(“Fund”)**

**General Note**

This Term Sheet is not a binding legal document and is subject to ongoing revision. It will be replaced by the definitive Fund Documents (as defined below) in any live transaction.

**Disclaimer**

This Term Sheet has been prepared by \[\[**GPN**ame\]\] (the "**General Partner**") solely for informational purposes in connection with \[\[**FundName**\]\] (the "Fund”).

This Term Sheet does not constitute, and should not be construed as, an offer to sell or a solicitation of an offer to buy interests in the Fund. To the extent that this Term Sheet constitutes pre-marketing within the meaning of Article 28-1 of the AIFM Law (transposing Article 30a of Directive 2011/61/EU, as amended by Directive (EU) 2019/1160), it does not constitute an offer or invitation to subscribe for interests in the Fund, and the information contained herein is incomplete and subject to change. No action has been taken, nor will be taken, by the General Partner to permit the public offering of interests in the Fund in Luxembourg or in any other jurisdiction. Offers will only be made through definitive offering materials in accordance with applicable laws.

**_\[Include the following paragraph only where reverse solicitation can be factually substantiated for the specific recipient — delete entirely otherwise. Reverse solicitation is a factual defence that must be supported by contemporaneous evidence; it is not a drafting device.\]_**

This Term Sheet has been prepared in response to a specific, unsolicited request from the recipient, initiated solely at the recipient's initiative and without any prior contact, inducement, or promotion of any kind by or on behalf of the Fund, the General Partner, or any related party.

**_\[If an NDA has been executed: This Term Sheet is provided strictly on a confidential basis, subject to the terms of the non-disclosure agreement entered into between the General Partner and the recipient (the "NDA"). / If no NDA: This Term Sheet is provided strictly on a confidential basis. Recipients are reminded that this Term Sheet is confidential and subject to the confidentiality obligations set out in the Fund Documents once executed.\]_**

This Term Sheet may not be reproduced, distributed, or disclosed, in whole or in part, to any third party \[**_without the prior written consent of the General Partner / except as permitted under the NDA — delete as applicable_**\].

This Term Sheet is provided for discussion purposes only. It is incomplete, indicative, and non-binding. It does not contain all information necessary to evaluate a potential investment in the Fund. The information herein is subject to change and will be superseded in all respects by the definitive provisions of the **Fund Documents** (as defined below), which will be provided in due course to qualifying investors only.

No reliance should be placed on the completeness or accuracy of the information herein for the purpose of making an investment decision. This Term Sheet does not constitute investment, legal, tax, accounting, regulatory, or other professional advice. The recipient is solely responsible for conducting its own independent due diligence and for obtaining its own legal, tax, regulatory, and financial advice.

Any financial information, projections, target returns, or forward-looking statements contained in this Term Sheet are provided for illustrative purposes only. They are based on assumptions that may prove to be incorrect and are not guarantees of future performance. No representation or warranty, express or implied, is made as to their accuracy or completeness. Past performance is not indicative of future results.

\[**_If RAIF or SIF: Interests in the Fund may only be offered to, and acquired by, Well-Informed Investors within the meaning of Article 2 of \[the RAIF Law / the SIF Law\]. / If unregulated SCS/SCSp (sub-threshold): Interests in the Fund are offered exclusively to professional investors within the meaning of Annex II of Directive 2014/65/EU (MiFID II) and to such other qualifying investors as the General Partner may determine in its discretion — delete as applicable.\]_**

Interests in the Fund have not been and will not be registered under the US Securities Act of 1933, as amended, or any US state securities laws. The Fund has not been and will not be registered under the US Investment Company Act of 1940, as amended. Interests may not be offered, sold, or delivered, directly or indirectly, in the United States or to or for the account or benefit of US Persons. \[Notwithstanding the foregoing, Interests may be offered in the United States only to persons who are \[accredited investors\] \[and qualified purchasers\], in reliance on exemptions from registration under the US Securities Act and the US Investment Company Act.\]

Please note all definitions used in this Term Sheet are listed at the end thereof.



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