Generally, only when the investment income exceeds a certain threshold rate of return (the minimum investment return that a limited partner should get) can the fund manager get a certain percentage of the excess investment profit according to the agreed carried interest terms. Catch-up catch-up clause catch-up clause is a common item in private equity investment partnership agreements. After the general partner pays the priority income to the limited partner, it usually enters the catch-up stage of GP investment return. For example, both parties agree in advance on a profit sharing ratio m and a threshold rate of return n. When the actual rate of return r exceeds n, the excess part will be fully replenished to GP until the ratio of the rate of return obtained by GP to the actual rate of return r reaches m, at which time the actual rate of return r * = n/1-m.. After that, if the fund still has excess income, the income exceeding r* will be distributed according to a fixed proportion (for example, LP8%, GP2%). The callback clause is used to ensure that the carried interest obtained by the general partner will not exceed the agreed proportion.