这个不是用water mark来保护吗 跟crawlback有啥关系

问题如下：

An investor in a private equity fund is concerned that the general partner can receive incentive fees in excess of the agreed-on incentive fees by making distributions over time based on profits earned rather than making distributions only at exit from investments of the fund. Which of the following is most likely to protect the investor from the general partner receiving excess fees?

选项：

A high hurdle rate

A clawback provision

A lower capital commitment

解释：

B is correct.

A clawback provision requires the general partner in a private equity fund to return any funds distributed (to the general partner) as incentive fees until the limited partners have received back their initial investments and the contracted portion of the total profits. A high hurdle rate will result in distributions occurring only after the fund achieves a specified return. A high hurdle rate decreases the likelihood of, but does not prevent, excess distributions. Management fees, not incentive fees, are based on committed capital.

回拨机制clawback可以防止GP拿到过多的绩效奖。如果GP绩效奖在投资期间分期获得，当业绩波动的时候，可能会在好的时候取得绩效奖，但在业绩差的时没有影响，那么LP最终可能亏损的，对LP是不利，而回拨机制clawback就是为了防止这种业绩反复波动，避免GP能拿到过多的绩效奖而设置的，当某年的业绩不能满足设定的目标的时候，GP需要将之前拿走的绩效奖再返还给LP。