Term Sheet

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.

GAMS: Alternative Funds - Legal Group

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.

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.

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

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

Updates

GAMS Alternative Legal Working Group

Fund Term Sheet

License: Free to use

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