b'If you become part of the asset management team for the offering in which your fund of funds invests, you at least have an argument that you were in control of the real estate. Whether this argument would be a sufficientdefensetoachargeofactingasanunregisteredinvestment companyisimpossibletodetermine.Youmustbeinamanagement position,suchasco-manager,co-GP,andhaveauthoritytoremoveor influence and participate in the removal of others from their responsibilities that are not doing a good job, such as a property manager. However, all is not lost if you dont control the real estate, your fund of funds may be able to qualify under a different exception to the Investment Company Act. See below: The 3(c)(1) Exception/100-Owner Test The 3(c)(1) Exception or 100-Owner Test, also commonly known asthe99InvestorRule,offersanexceptionfromregistrationasan Investment Company for:Any issuer whose outstanding securitiesare beneficially owned by not more than one hundred persons and which is not making and does not presently propose to make a public offering of its securities.22 [Emphasis added] 2215USC80a-3(c)(1). 141'