investment contract. 1. A contract in which money is invested in a common enterprise with profits to come solely from the efforts of others; an agreement or transaction in which a party invests money in expectation of profits derived from the efforts of a promoter or other third party. 2. A transaction in which an investor furnishes initial value or risk capital to an enterprise, a portion of that amount being subjected to the risks of the enterprise. • In such an arrangement, the investor typically does not receive the right to exercise control over the managerial decisions of the enterprise. [Cases: Securities Regulation 5.10, 252. C.J.S. Securities Regulation §§ 3, 9–10, 33, 381–382, 384–386, 392.]
“[A]n investment contract for purposes of the Securities Act means a contract, transaction or scheme whereby a person invests his money in a common enterprise and is led to expect profits solely from the efforts of the promoter or a third party…. It embodies a flexible rather than a static principle, one that is capable of adaptation to meet the countless and variable schemes devised by those who seek the use of the money of others on the promise of profits.” SEC v. Howey Co., 328 U.S. 293, 298–99, 66 S.Ct. 1100, 1103 (1946).
guaranteed investment contract.An investment contract under which an institutional investor invests a lump sum (such as a pension fund) with an insurer that promises to return the principal (the lump sum) and a certain amount of interest at the contract’s end. — Abbr. GIC.
[Blacks Law 8th]