b'(25%) or more of the total value of the interests sold in a company, the interestsmaybedeemedaplanasset.Oncedeemedplanassets,the intereststhenbecomesubjecttoERISAfiduciaryrules,andadditional regulation and reporting requirements.For blind pool funds created to directly own real estate, the interests are exemptfromconstitutingaplanassetundertherealestateoperating company (REOC) exemption that is available when at least fifty percent (50%) of the assets owned and operated by the entity are directly owned real estate assets. Whatdoesthismeanforfundissuers?Thereisnolimitonthe percentage of interests that may be sold to self-directed retirement plan investors(suchasself-directedindividualretirementaccountsor401k plans)essentially, 100% of the funds could be raised from self-directed retirement account holdersas long as the fund directly owns the real estate.However, this may not be the case if the fund is investing in something other than real estate, such as buying securities in others offerings. In this case, the fund would be limited to only accepting investments from pension plansorself-directedretirementaccountholdersforupto25%ofthe interests sold. If this applies, make sure you keep track of the percentage interests owned by your pension fund investors and dont exceed the 25% limit.Asinanyregulatoryframework,therewillbepenaltiesfornon-compliance, which could be severe.131'