MFN Clause (Most Favored Nation)

Most Favored Nation (MFN) clauses grant LPs the right to elect preferential terms offered to other investors, subject to eligibility thresholds.

For allocators, MFNs are not simply protective — they are a signal of negotiating balance and side-letter discipline.

How allocators define MFN risk drivers

Allocators assess MFNs through:

• Scope: economic terms only vs governance/information rights included
• Eligibility thresholds: commitment size, close timing, class-based limits
• Election mechanics: selection workflow, deadlines, documentation
• Disclosure quality: how terms are presented and categorized
• Carve-outs: exclusions that materially weaken parity
• Admin burden: whether elections are practical at scale

Allocator framing:
“Does the MFN create real parity — or theoretical comfort?”

Where MFNs matter most

• funds with extensive side letters
• later-close LPs concerned about disadvantage
• stratified LP bases (anchors vs standard LPs)
• emerging managers building trust through governance hygiene

How MFNs change outcomes

Well-structured MFNs:

• reduce negotiation pressure
• support fairness perception across the LP base
• accelerate fundraising and re-up decisions

Weak MFNs:

• create false expectations and dispute risk
• slow diligence due to unclear parity
• concentrate benefits among a small subgroup

How allocators evaluate MFN credibility

Conviction increases when managers:

• define MFN-eligible terms clearly and consistently
• limit carve-outs to defensible categories (e.g., true regulatory needs)
• provide structured election processes and deadlines
• show prior elections or a clean precedent

What slows allocator decision-making

• overly narrow eligibility (MFN exists but doesn’t apply)
• governance carve-outs hidden in definitions
• unclear election timelines and disclosure process
• incomplete side letter summaries

Common misconceptions

• “MFNs guarantee equality.” → scope determines reality.
• “MFNs help small LPs.” → thresholds often favor scale.
• “MFNs replace negotiation.” → they reshape it, not eliminate it.

Key allocator questions during diligence

• Which terms are MFN-eligible (economics, reporting, governance)?
• What carve-outs exist and why?
• How are elections executed (timeline, format, disclosure)?
• Are MFNs consistent across closes and LP classes?