Xiao Yongjie, Research Center of Good Buy Fund, recently, Yinhe Purun, a partnership fund initiated by Yinhe Wealth Asset Management Co., Ltd. to invest in the secondary market, has attracted much attention. The Fund established a limited partnership as a general partner to initiate the establishment of the Fund by taking advantage of the provisions in the revised Measures for the Administration of Securities Registration and Settlement, which was implemented at the end of 2009, allowing China partnerships to open securities accounts. The so-called limited partnership fund refers to the fund organization form in which the investor and the manager sign a partnership agreement to form a partnership by capital contribution, all assets are managed and operated by the manager, and the investor only bears limited liability for the partnership debt within the scope of its capital contribution, and the manager bears unlimited liability for the partnership debt. Private placement of securities investment tries the limited partnership mode, mainly by taking advantage of the opportunity that the partnership can open a securities account and avoiding the obstacle that the trust cannot open an account. However, whether this model can be further promoted is subject to the following problems. Four, how to accept the supervision of partnership private equity funds? According to the Administrative Measures for Trust Companies' Collective Funds Trust Plan, "China Banking Regulatory Commission conducts on-site inspection and off-site supervision on trust companies' management of trust plans through Sunshine private placement products issued by trust companies", while the nature of partnership private placement funds is enterprises and the supervision department is the Administration for Industry and Commerce. Because there is no requirement for the partnership to maintain funds, the supervision of the industrial and commercial bureau mainly focuses on the review of the conditions for the establishment of the partnership, rather than the daily operation of funds. In addition, the taxes that investors need to bear under the limited partnership model, including business tax and personal income tax, are also issues that need attention.