For purposes of counting investors in connection with the 100-person limitation imposed by Section 3(c)(1) of the Investment Company Act of 1940, normally, each person is counted separately. The Act defines a “person” to mean a “natural person or a company.” The SEC staff, however, will “look-through” a company that invests in a hedge fund and count each of the security holders of that company as a separate investor of the fund, if: (i) the company investing in the hedge fund is either a registered investment company or a private investment company organized pursuant to an exemption under either Section 3(c)(1) or Section 3(c)(7) of the Act; and (ii) the company beneficially owns 10% or more of the outstanding voting securities of the hedge fund. For offshore funds relying on Section 3(c)(1) that accept U.S. tax-exempt investors, only U.S. owners are counted towards the 100-person limitation.