b'generally own 50% or more of the voting interests in the title holding entity or joint venture.21 The No-Action Letter by the SEC that seems to squarely address this issueisUnitedStatesPropertyInvestments,N.V.ConcerningSections 2(a)(32) and 3(c)(5) of the Investment Company Act of 1940. The original Request and the SECs response issued on April 14, 1989 can be found at the following in our Book Bonus page: https://RaiseCapitalForRealEstate.com/BookBonus Bottom lineIf your fund can qualify for the Investment Company Act 3(c)(5)(C) Real Estate Company exception, you are not required to register as an investment company and there is no limit on the number of investors you can have in your company. However, if your offering fails any of the tests above, you must find another exception to The Investment Company Act of 1940, or register as an investment company.But,heresthehitchYourfundoffundswontqualifyforthis exception unless it owns and operates the real estate! This is the reason real estate offerings (syndicates or funds) dont have to register as investment companies,nordotheirassetmanagershavetoregisterasinvestment advisers.21 Ibid.Note:TheauthorsseemedtobecitinganSECno-actionletter,butdidnotprovidethecitation.140'