“ The term 'security' means any note, stock, treasury stock, bond, debenture, certificate of interest or participation in any profit-sharing agreement or in any oil, gas, or other mineral royalty or lease, any collateral-trust certificate, preorganization certificate or subscription, transferable share, investment contract, voting-trust certificate, certificate of deposit, for a security, or in general, any instrument commonly known as a 'security' ”

“ Our conclusion that a withdrawable capital share is a security within the meaning of § 3 (a) (10) is reinforced by the legislative history of federal securities legislation. When Congress was considering the Securities Act of 1933, representatives of the United States Building and Loan League appeared before House and Senate committees to plead the cause of the League's members. The League's spokesmen asked Congress for an exemption from the Act's registration requirements for building and loan association shares. ”

“ Because City Savings' authority to issue withdrawable capital shares is conferred by the Illinois Savings and Loan Act, we look first to the legal character imparted to those shares by that statute. The issuance of withdrawable capital shares is one of two methods by which Illinois savings and loan associations are authorized to raise capital. [11] City Savings' capital is represented exclusively by withdrawable capital shares. ”

“ Policy considerations lead us to conclude that these petitioners are entitled to the investor protections afforded by the Securities Exchange Act. We agree fully with the following observations made by Judge Cummings in his dissent below:
'The investors in City Savings were less able to protect themselves than the purchasers of orange groves in Howey. These (petitioners) had to rely completely on City Savings' management to choose suitable properties on which to make mortgage loans. * * * The members of City Savings were widely scattered. ”

“ Many of them probably invested in City Savings on the ground that their money would be safer than in stocks. * * * Because savings and loan association are constantly seeking investors through advertising * * * the SEC's present tender of its expert services should be especially beneficial to would-be savings and loan investors as a shield against unscrupulous or unqualified promoters.' 371 F.2d, at 384-385. ”

“ But, more important, it is irrelevant to the question before us. As was observed in Howey, 'it is immaterial whether the enterprise is speculative or nonspeculative.' 328 U.S., at 301, 66 S.Ct., at 1104. ”