1. The carrier of a limited partnership fund is a limited partnership enterprise, which has no legal personality and is bound by the partnership enterprise law, while a contractual fund has no legal personality and is bound by the trust law and the fund law. Real estate funds often need to invest in project companies, and contract funds have no legal personality and can only be held through GP. GP becomes the nominal shareholder of the project company, which has certain risks for both GP and LP. Although limited partnership has no legal person status, it can hold project equity in the name of limited partnership, and the responsibilities and rights of investors and managers are more clear.

The second point is also very important. Before the implementation of the new Fund Law, only Public Offering of Fund could adopt the contractual system. However, during the period from 12 to 14, private placement could only be structured through limited partnership. Moreover, the contract system requires that the manager must be a fund management company registered in the fund industry association, and even before 14, the fund manager license was not issued. Therefore, the limited partnership fund seems to be far more than the contract system.

From the innate conditions of contract funds, it is suitable to invest in securities with relatively standardized secondary market. Now, large institutions like Xinghao will also issue some contract funds to invest in limited partnership funds in the form of FOF, and then this fund will be invested in the project company. The purpose of establishing a limited partnership in this way is to expand the investment ceiling of 50 limited partners and solve the problem of shareholder identity.