hard · Private Equity & LBOs

A GP is fundraising for Fund IV and offers 'Most Favored Nation' (MFN) rights in a side letter to a large pension fund.

If a smaller endowment later negotiates a lower management fee, what is the most likely outcome for the pension fund?

  1. The MFN right is voided if the GP-LP Advisory Committee (LPAC) does not approve the endowment's term.
  2. The pension fund's fee is automatically increased to match the average of all LPs.
  3. The pension fund is entitled to the same lower management fee, subject to its commitment being above a certain threshold.
  4. The GP must refund all fees previously paid by the pension fund to match the new rate.

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