Definition
A Most Favored Nation clause is a contractual right that entitles an investor to elect any more favorable terms granted to other investors in the same fund, preventing the manager from quietly giving better deals to select parties.
MFN clauses appear in side letters and occasionally in the LPA itself. Their purpose is to level the playing field: an investor with MFN protection can review a summary of material terms granted to others and choose to adopt any of those terms for their own investment. In practice, managers typically provide a redacted schedule of side letter terms, and the MFN investor selects only the provisions they want — they cannot cherry-pick one term from each side letter simultaneously if the manager structures MFN with restrictions.
For families investing in private funds, an MFN right is often seen as a protective mechanism rather than a negotiating starting point. A hypothetical family office that committed early to a venture fund might later discover that a larger sovereign investor received preferential co-investment rights; an MFN clause would give the family the option to elect those same rights.
Important distinctions apply. MFN provisions are frequently tiered by commitment size, meaning a family committing an illustrative $10 million may only be eligible for terms granted to investors in the same size bracket, not those given to a $200 million anchor investor. A qualified attorney should parse the specific MFN language, as "most favored" carries very different practical weight depending on how it is drafted.
Last reviewed August 25, 2026 · Editorial Policy
