Private partnership funds are composed of general partners and limited partners. General partners are fund managers of private equity funds, and they can form a limited partnership private equity fund together with another 1 ~ 49 limited partners.

The advantages of the partnership model are low threshold, less waste, wide investment and less tax revenue. According to "People's Republic of China (PRC) Partnership Enterprise Law" implemented on June 1 2007, a limited partnership enterprise can be established as long as it is established by more than two partners and less than 50 partners. At the same time, because the partnership private equity fund does not need to set up a private equity fund through a trust company, it reduces management links and avoids multi-layer nesting. Correct. As for the restrictions on the administrator, the general partner bears unlimited joint and several liability, which is conducive to protecting the interests of the limited partner. (C is correct, B is wrong) More importantly, as an economic entity, the partnership does not pay taxes, and its net income is paid directly to investors, who pay taxes as income. The income from the production and operation of the partnership and other income shall be paid by the partners respectively, which is conducive to investors' reasonable tax avoidance. (e) correct. From a practical point of view, the withholding of income tax of individual investors in partnership enterprises belongs to the first collection and then distribution; Institutional investors pay dividends first, and investors pay their own income tax. Generally speaking, partnership is tax infiltration and only pays income tax once. Of course, this model also has shortcomings: because there is no fund custodian, it is difficult to ensure that the property of limited partners in the partnership will not be misappropriated, and it is also difficult to prevent the moral hazard of asset managers, which is very risky. (A is correct)