Generally speaking, the partnership agreement between LP and GP will stipulate that the private equity investment purchaser will not participate in the actual operation of the partnership as a "limited partner" and entrust the private equity custodian as a "general partner" to manage and execute the partnership affairs. However, in practice, some partnership agreements have set up "guarantee clauses", such as "the buyer of private equity investment does not bear operational risks, regardless of the profit or loss of the project, and collects fixed high profits on schedule (annual interest rate is above 65,438+00%)." LP is attracted by the agreed high interest rate return; Based on this situation, some guarantee companies provide guarantees for this "guarantee clause" and issue letters of guarantee. However, it should be noted that this "safeguard clause" is invalid. 1. Article 15 of the Interim Measures for the Supervision and Administration of Private Equity Funds (hereinafter referred to as the "Interim Provisions") stipulates that private equity fund managers and private equity fund sales institutions shall not promise investors that the investment principal will not be lost or guarantee the minimum income. Therefore, the "guarantee clause" in the partnership agreement of such cases is invalid. 2. According to Article 3 of the Interim Provisions on the Operation and Management of Private Equity Asset Management Business of Securities and Futures Operating Institutions, securities and futures operating institutions and related sales institutions shall not illegally sell asset management plans, improperly publicize, mislead and cheat investors, and shall not promise investors that the principal will not be lost or the minimum income will be promised in any way. This provision also applies to securities investment fund managers. Therefore, it is against this provision to stipulate the "guarantee clause" in the partnership agreement of the securities investment partnership fund.