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.
Last validated: September 30, 2026
Standardisation and Efficiency
Provides a consistent framework for term sheet drafting, reducing duplication of effort and accelerating fund structuring and negotiation.
Improved Transparency
Aligns terminology and structure with Luxembourg market practice, helping investors and managers better understand and compare fund terms.
Reduced Execution Risk
Highlights key legal and regulatory considerations (e.g. AIFM requirements, investor eligibility, marketing rules), reducing the risk of omissions or inconsistencies.
Industry Alignment and Collaboration
Supports broader GAMS objectives of open standards, promoting interoperability, shared understanding, and adoption of best practices across the alternative investment ecosystem.
Templates
FAQs
How does it relate to the LPA and PPM?
Is this term sheet legally binding?
Does this template constitute legal advice?
Can it be used for non-Luxembourg funds?
Which fund structures does it cover?
Who should use this template?
Can the drafting language be used directly?
Are guidance notes included for external use?
Is it suitable for investor marketing?
Does the template reflect current Luxembourg practice?
Terms & Glossary
AIFM
An alternative investment fund manager authorised or registered under the AIFM Law, or authorised in another Member State under the AIFMD.
AIFM Law
The Luxembourg law of 12 July 2013 on alternative investment fund managers, as amended.
AIFMD
Directive 2011/61/EU of the European Parliament and of the Council on alternative investment fund managers, as amended.
Carried Interest
The share of distributions allocated to the Carried Interest Partner (the General Partner or such other person as it may direct) under the Waterfall, after return of capital, the Preferred Return and the Catch-Up.
Commitment
The maximum amount that a Limited Partner agrees to contribute to the Fund, as set out in its Subscription Agreement.
1915 Law
The Luxembourg law of 10 August 1915 on commercial companies, as amended.
Compartment
A sub-fund of the Fund with segregated assets and liabilities, as designated in the Fund Documents.
CSSF
The Commission de Surveillance du Secteur Financier, the Luxembourg financial sector regulator.
Depositary
The depositary appointed for the Fund under the AIFM Law, the RAIF Law or the SIF Law, as applicable. Not required under Luxembourg law for an unregulated SCS/SCSp.
Drawn Commitment
Amounts actually called from a Limited Partner by way of capital call notices, whether for investments, fees, or expenses.
General Partner (GP)
The managing general partner (associé gérant commandité) of the Fund, with unlimited and joint and several liability for the Fund's obligations.
SIF Law
The Luxembourg law of 13 February 2007 on specialised investment funds, as amended.
Initial Closing
The first Closing, at which Investors are first admitted to the Fund and their Commitments become binding.
RAIF Law
The Luxembourg law of 23 July 2016 on reserved alternative investment funds, as amended.
Investment Period
The period, commencing on the Initial Closing, during which the General Partner may make new investments.
LPA
The limited partnership agreement governing the Fund.
Limited Partner (LP)
A limited partner (associé commanditaire) of the Fund, whose liability is limited to its Commitment.
Well-Informed Investor
For a RAIF, an investor meeting the criteria of Article 2 of the RAIF Law; for a SIF, an investor meeting the criteria of Article 2 of the SIF Law.
NAV
Net asset value; the value of the Fund's or a Compartment's assets less its liabilities, calculated in accordance with the valuation policy.
PPM
Private placement memorandum; the offering and disclosure document of the Fund, used for RAIFs. For SIFs, the equivalent document is the offering document (document d'émission) authorised by the CSSF. An unregulated SCS/SCSp is not required to issue a PPM.
Eligible Investor
For a RAIF or a SIF, a Well-Informed Investor; for an unregulated SCS/SCSp, an investor meeting the contractual eligibility criteria set out in the LPA.
Preferred Return
The cumulative preferred return (hurdle), at an agreed annual rate on Drawn Commitments from the date of each drawdown, that the Limited Partners receive under the Waterfall before any Catch-Up or Carried Interest. It is a distribution priority, not a guaranteed return.
SICAR
An investment company in risk capital within the meaning of the Luxembourg law of 15 June 2004 on investment companies in risk capital, as amended.
RAIF
A reserved alternative investment fund within the meaning of the RAIF Law.
SCSp
A société en commandite spéciale, a special limited partnership under the 1915 Law.
SIF
A specialised investment fund within the meaning of the SIF Law.
Waterfall
The order of priority in which distributions are apportioned between the Limited Partners and the Carried Interest Partner: return of capital, Preferred Return, Catch-Up and Carried Interest. The template provides for a whole-fund (European) waterfall.
Target Fund Size
The intended size of the Fund and, where applicable, of the Compartment. It is a commercial target, not a legal obligation, and the General Partner may increase it.
Fund Documents
The LPA, each Subscription Agreement and (i) for a RAIF, the PPM or (ii) for a SIF, the offering document, taken together. For an unregulated SCS/SCSp, the LPA and each Subscription Agreement only.
Carried Interest Partner
The General Partner or such other person as the General Partner may direct to receive the Carried Interest.
Catch-Up
The stage of the Waterfall, following the Preferred Return, in which distributions are allocated to the Carried Interest Partner until it has received its agreed share of the amounts distributed as Preferred Return and Catch-Up.
SCS
A société en commandite simple, a common limited partnership under the 1915 Law.
Fund
The investment vehicle described in the Term Sheet, established as a Luxembourg SCS or SCSp, either as an unregulated fund or as a SIF or RAIF (in SICAV or non-SICAV form).
Updates
GAMS Alternative Legal Working Group
Fund Term Sheet
License: Free to use