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Fund Terms

Side Letter

Fund Terms

What is Side Letter?

A side letter is a separate agreement between the GP and an individual LP that grants specific terms or concessions beyond those in the main Limited Partnership Agreement, such as reduced fees, enhanced reporting, co-investment rights, most-favoured-nation (MFN) clauses, or ESG-related commitments. Side letters are standard practice in institutional fundraising, and MFN provisions allow other LPs to elect into the most favourable terms granted.

Why It Matters

Side letters are a standard but complex part of institutional fundraising. They create a layered set of LP rights and obligations that GPs must manage carefully. For LPs, negotiating favourable side letter terms—and understanding MFN implications—can materially improve their investment economics.

Key Takeaways

  • 1

    Separate agreements granting individual LPs specific terms beyond the main LPA.

  • 2

    Common provisions include reduced fees, co-investment rights, and MFN clauses.

  • 3

    MFN provisions allow other LPs to elect into the most favourable terms granted to any single LP.

Related Terms

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Explore related concepts from the same category to deepen your understanding.

Fund of Funds (FOF)

A Fund of Funds is a pooled investment vehicle that allocates capital to a portfolio of underlying private equity, venture capital, or other alternative investment funds rather than investing directly in companies. FOFs provide diversification across GPs, strategies, vintages, and geographies, and are commonly used by institutional investors and family offices seeking managed access to the PE/VC asset class.

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General Partner (GP)

The General Partner is the entity (typically the fund management firm or its affiliate) responsible for managing a private equity or venture capital fund, making investment decisions, and handling day-to-day operations. The GP bears unlimited liability for the fund’s obligations and earns management fees and carried interest in exchange for managing LP capital.

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Limited Partner (LP)

A Limited Partner is an investor in a private equity or venture capital fund who contributes capital but does not participate in the fund’s management or investment decisions. LPs enjoy limited liability (their exposure is capped at their capital commitment) and include pension funds, sovereign wealth funds, endowments, insurance companies, family offices, and high-net-worth individuals.

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GP Commitment

GP Commitment is the capital that the General Partner (or its principals) commits to the fund alongside LPs, typically ranging from 1% to 5% of total fund size. This “skin in the game” aligns the GP’s economic interests with those of the LPs and is a standard term evaluated by institutional investors during fund due diligence.

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