M&A funds will generally set up a multi-level fund structure, the funds in the fund. In this case, the investor thinks that the fund manager gave up the responsibility of the fund manager by investing in another fund, which violates the agreement in the fund contract that "no third party shall be entrusted to operate the fund property". The court held that both the Fund Contract and the Subscription Risk Warning Letter mentioned that the fund property raised by Fund A would be used to subscribe for the limited partnership share of Fund B, and the fund manager then transferred the fund property of Fund A into the special account for the raised funds of Fund B.. The act of becoming a limited partner of Fund B on behalf of Fund A is the normal performance of fund management responsibilities, as well as the establishment purpose of Fund A and the investment requirements stipulated in the fund contract. The investment management of a fund is not an act of entrusting a third party to operate the fund property.

2. Investors claim that the manager has the problem of "seeking benefits for the third party" and the transaction structure. Both the fund contract and the subscription risk warning letter suggest that the investment path is to set up a fund, subscribe for the share of B fund, and finally invest in the privatization of H shares and the listing of A shares, which also suggests the specific risks of B fund. The investor's signature on the above fund documents shows that he knows the trading arrangements of direct investment in fund B, indirect participation in privatization of H shares and listing of A shares. No matter which investment mode B Fund adopts, it does not exceed the investment path agreed in the fund contract. The loss of a fund after deducting expenses is the risk of the project itself, not the change of transaction structure. The existing evidence can't prove that the manager has the behavior of "seeking benefits for the third party", nor can it prove that the establishment of the fund has lost its purpose, legitimacy and compliance.