So, I just really don't see any reason to fear the IRS in this case, unless you are afraid of an audit. 

Stick that information in your tax records so that if you are ever audited (or asked) why you did what you did, you have information in your file to defend your numbers.

I would think because of audits they would make that the case.  

Achieving (more importantly justifying) Qualified Real Estate Professional status is doable but complex and you’re going to need your own property in order to justify having annually spending that amount of hours (it is highly unlikely that any QREP audit would hold water based on you (or non W2/1099 income spouse) allocating the required hours on someone else’s passive deal).

You also should have audited financials done (which will cost $10-$15k so a $450k fund makes little sense)Can you get away with not doing this, yes but if it goes bad and someone gets upset and files with the state regulator you will basically go bankrupt with the fines (and potential prison time).Lastly you have to file a form d with the sec BEFORE raising money and you also have to file each time you have a new investor in that state.My recommendation is get an attorney like yesterday.  

The IRS will appreciate it when they audit you.  

Private placements are inherently risky by that very fact - they are not regulated or audited  to the degree that a publicly traded company is.  

Thank you,BradIt is very difficult to qualify as a rep without managing your own portfolio .You may find someone to do it(cpa) but it's a good way to get audited. 

We don't do an 80/20 or 70/30 rule as it doesn't give you any ground to stand on if ever audited. 

As I stated in the post above I have my B.A. in Accounting and Finance, CPA eligible, Took audit and got a 70.... twice. now the option is to become a real estate agent to become a better investor because I would be working in the field etc. or focus all my time and energy passing the exams and working with a CPA firm.