Guidelines for Funds in Funds (Draft for Comment) What is the difference between funds in funds and umbrella funds?
First, the dual GP model is permitted by law and exists objectively.
Article 61 of the Partnership Enterprise Law: "A limited partnership enterprise shall be established by two or more partners but not more than 50 partners; However, unless otherwise provided by law. A limited partnership shall have at least one general partner. " Obviously, legislation has left enough living space for the dual GP fund model.
Second, the legal structure of the dual GP model
First of all, it is certain that at the whole limited partnership level, double GP and single GP are the same. In fact, the two GPs in the so-called dual GP model are generally cooperative and both play the role of GP, but the internal division of labor is different.
The division of authority between GP 1 and GP2 depends on the design of the cooperation agreement. In practice, GP 1 is generally responsible for executing and acting as a fund investment manager, mainly responsible for investment management affairs; GP2 is responsible for the implementation and operation of the fund, the daily operation of the fund and the investment management of GP 1.
The dual GP model has the characteristics of complementary advantages, and the two GPs can learn from each other in management structure, foreign investment, risk control and many other aspects. At the same time, however, the disadvantage of the dual GP model may be inefficiency, and the two GPs may quarrel on some issues. Therefore, the design of the terms of the partnership agreement is particularly important, and it is very important to determine the division of labor and cooperation between the two GPs through the partnership agreement.
Third, the registration and filing of the dual GP model.
Like the legal framework, the filing process of dual GP mode is the same as that of single GP. Just because of product filing, China Foundation is developing a corresponding registration system, which can only register a single general practitioner; Dual GP products can only be modified after the new system goes online.