b'Passive InvestorsThese are investors who make capital contributions in exchange for interests(i.e.,investmentcontracts)inasyndicateorfund,withthe expectation that their investment will generate a return on their investment plus a return of their capital contributions based on the asset managers efforts in finding, operating, and ultimately disposing of real property on the investors behalf.Ponzi Scheme Aninvestmentscamthatinvolvesusingfundsacquiredfromnew investorstogenerateincomeforolderinvestors,insteadofoperatinga legitimate business. Ponzi schemes are similar to pyramid schemes. Pre-Existing RelationshipThis is a relationship that pre-dates an issuer making an offer to invest, andmustbesubstantiveinnature;seethedefinitionofsubstantive relationship.Private PlacementAn offering of unregistered securities to a pool of investors that must meet certain qualifications. Promissory NoteA signed agreement between a borrower and lender that contains a written promise by the borrower to pay stated sums to the lender (or its assignee) on or before a specified date, after which all payable sums become 306'