LP Side Letter

# LP Side Letter This Side Letter Agreement ("Side Letter") is entered into as of ___________ by and between: **General Partner:** ___________, as general partner of ___________ (the "Fund"); and **Limited Partner:** ___________ ("LP"). This Side Letter supplements and forms part of the Limited Partnership Agreement of the Fund dated ___________ (the "LPA"). Capitalized terms used but not defined herein have the meanings given in the LPA. In the event of a conflict between this Side Letter and the LPA, this Side Letter shall control solely with respect to the LP. --- ## 1. Modified Management Fee ___________ **Management Fee Modification.** In consideration of the LP's Capital Commitment of ___________, the annual Management Fee applicable to the LP shall be reduced to ___________% of the LP's Capital Commitment during the Investment Period and ___________% thereafter, in lieu of the standard rates set forth in the LPA. --- ## 2. Modified Carried Interest ___________ **Carried Interest Modification.** The Carried Interest rate applicable to the LP shall be ___________%, in lieu of the standard rate set forth in the LPA. All other terms governing Carried Interest, including the Preferred Return, Catch-Up, and Clawback, shall remain as set forth in the LPA. --- ## 3. Most-Favored-Nation Rights **3.1 MFN Notice.** If, after the date of this Side Letter, the General Partner grants to any other Limited Partner (a "Subsequent Investor") any rights, terms, or conditions more favorable than those granted to the LP with respect to: (a) Management Fee rates; (b) Carried Interest rates; (c) Preferred Return; (d) Co-Investment rights; or (e) Reporting or access rights — the General Partner shall notify the LP in writing within ___________ Business Days of granting such terms. **3.2 MFN Election.** Within ___________ Business Days of receiving the MFN Notice, the LP may elect in writing to receive the more favorable terms, which shall be effective retroactively to the date such terms were first granted to the Subsequent Investor. **3.3 MFN Exclusions.** The MFN obligation shall not apply to terms granted: (a) to a Subsequent Investor that is an affiliate, employee, or co-investor of the General Partner; (b) in connection with a commitment that is ___________x or more the LP's Capital Commitment; (c) due to regulatory, legal, or tax requirements specific to that Subsequent Investor; or (d) prior to the date of this Side Letter. --- ## 4. Co-Investment Rights **4.1 Co-Investment Opportunity.** The General Partner shall provide the LP with the right, but not the obligation, to co-invest alongside the Fund in each Portfolio Investment on a pro rata basis equal to ___________% of the LP's pro rata share of the Fund's co-investment allocation (the "Co-Investment Right"). **4.2 Notice Period.** The General Partner shall provide the LP with a written co-investment notice at least ___________ Business Days before the anticipated closing date of the applicable Portfolio Investment.