b'Trust Agreement Thisdocumenthasthesameroleasalimitedliabilitycompany agreement, but for a business trust (such as a Delaware Statutory Trust) or title holding trust with multiple beneficiaries. It describes the rights and duties of the trustee (manager) and beneficiaries (investors) of the trust. It also describes what the beneficiaries are buying (beneficial interests). When a trust is selling beneficial interests to passive investors, the trust agreement is an investment contract, within the definition of securitiesand thus all sales of beneficial interests in a trust to passive investors must comply with securities laws. Promissory Note This is not an investment contract, as it is a separate category in the definition of securities under The Securities Act of 1933 and state securities acts.This is the contractual agreement used when an investor makes a loan in exchange for promise to pay, signed by the borrower (i.e., a promissory note). Promissory notes generally describe the terms of the loan.The issuer of the promissory note is the borrower, and the lender is the investor. The lender could be an institutional lender such as a bank or credit union, a hard money lender or a private individual. The promissory note describes such things as:The purpose of the loan,The principal loan amount,95'