medium · Private Equity pe-core

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 unless the GP-LP Advisory Committee (LPAC) formally approves the endowment's fee term.
  2. The pension fund's management fee is automatically raised upward to equal the weighted-average fee paid across all limited partners.
  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 immediately and retroactively refund every fee dollar the pension fund already paid to match the newly negotiated rate.

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