b'rehabbingahouseorforminganentitythatactsasthemanagerofa syndicate or fund.A complex joint venture could involve a private equity fund or family officeandasyndicateorfundcombiningresourcestoacquirealarge commercial property, where each puts up part of the money for the down paymentandclosingcosts,signsonthepurchaseloanandsharesin management responsibilities. How is this different from an investment contract? In a joint venture, there may be an investment of money (or labor) in a common enterprise with an expectation of profits, but the fourth prong of the Howey Test is missing. The success of the project is not based solely on the efforts of the promoter (asinaninvestmentcontract)becausetheinvestorsremainactively involved in management of the asset.The downside of the joint venture structure is that every member is a manager, so no member can make decisions on behalf of the group like they caninacompanythatraisesmoneyviaasecuritiesoffering.Further, investors with jobs may not have the time, inclination or ability to participate in management of a real estate joint venture.From the practical side, do you really want your physician-investor telling you how to rehab a house or purchase an apartment complex after youve invested time and money learning how to do it from experts in the field? The primary drawbacks to a joint venture are that investor earnings may be taxed at ordinary income rates, and the requirement of active involvement 34'