Abstract:The relationship of investors and venture capitalists is an important part in venture capital. Based on asymmetric information, this paper analyzes the principal agent relationship between investors and venture capitalists with game theory. And this paper mainly discusses the choosing, controlling and incentive problem. It suggests that only the capable and self confident venture capitalists could accept the terms of the limited partnership. It also indicates that recompense mechanism which holds the interest of investors and that of venture capitalists tightly is the center of the limited partnership. Rate of yield is the key of recompense mechanism, it not only reflects the incentive on venture capitalists, also reflects the share of risk between investors and venture capitalists. At last, the market credit play an important role in venture capital.