b'Security An investment contract between an issuer and at least one other party, which includes the expectation that parties other than the issuer will receive income or a profit. Whether or not an agreement is an investment contract depends on whether it meets the following standards, based upon the Howey Test, which are: 1) an investment of money; 2) in a common enterprise; 3) with an expectation of profits; and 4) generated solely by the efforts of the promoter. Sophisticated Investor An investor who either alone or together with his, her or its purchaser representative, has sufficient knowledge and experience with financial and business matters that the investor can evaluate the risks and merits of a contemplated investment. SPVA single purpose venture. This is an entity that has been formed for a single purpose; typically to acquire or invest in a single property.Substantive Relationship This relationship begins after you have actual knowledge about every investors financial qualifications (such as whether they are accredited or sophisticated) and suitability before you make offers to invest; which the SECbelievescannotbedonesolelybyanelectronicexchangeof information. 311'