b'Howey Test AtestcreatedbytheSupremeCourttodeterminewhethercertain transactions constitute investment contracts (U.S. v. Howey, 328 U.S. 293 (1946)).Ifatransactionconstitutesaninvestmentcontract,thenthe transaction is considered to involve the creation of a security. It will be subjecttocertaindisclosureand/orregistrationrequirementsunderThe Securities Act of 1933 and the Securities Exchange Act of 1934.Informed ConsentThis is what an investor gives when they decide to invest, but only after they have been provided with all information related to a property or an issuer that would be relevant to their decision to invest (i.e, all material facts), including (but not limited to) such things as what is being acquired; where its located; what management plans to improve performance, resale value and investment returns; who is involved in management (including disclosure of any negative events in their personal histories) and their past track record with other similar real estate projects (whether lacking, good or bad);what risks are associated with an investment in this type of property, including risks related to real estate and financial markets, taxes, regulatory concerns, and environmental risks.Investment ContractThe legal definition is an investment of money in a common enterprise, with an expectation of profits based solely on the efforts of the promoter (Securities and Exchange Commission v. W.J. Howey Co., 328 U.S. 293302'