Glossary of Legal Terms
A signed, sealed, registered, negotiable document showing the ownership of a specified number of shares of a company or mutual fund by a shareholder. Share certificates for all Invesco Funds will be issued upon written request by a shareholder to Invesco Investment Services, Inc. Otherwise, such shares will be held on the shareholders behalf by the applicable Invesco Fund and be recorded on the books of such Fund.
If shares are in certificate form, the necessary amount of certificate shares must be returned to Invesco in order to process any transaction. For ease, most shareholders leave their shares on deposit with the Fund rather than holding the certificates themselves. Please note that certificates will not be issued for shares held in prototype retirement plans.
- Certificate of Incumbency
A document which lists persons authorized to conduct transactions for a non-incorporated entity, i.e., businesses, clubs, associations, or any organization which may own property or have accounts registered in the name of the organization, but is not an incorporated business according to the laws of a state.
Certification must be completed by a commercial bank, trust company, or member of a domestic stock exchange, on that firm's letterhead, signed by an authorized officer of the certifying institution, and must be signature guaranteed. Certificates of incumbency must be dated within 120 days of the proposed transaction.
The following is a sample Certificate of Incumbency:
We do hereby certify that ___________(officer) is the duly appointed and presently
qualified officer of the __________ (institution). The assets of ____________
(institution) may be transferred or redeemed upon the endorsement of __________ (officer) alone.
Certified by: ______________________
(Signature of authorized officer of certifying institution)
______________________ (Name and title of the officer)
______________________ (Date - within 120 days of transaction request)
signature guarantee must be affixed to the authorized signer's signature)
- Certified Birth Certificate
- Document that details the information concerning the birth of an individual. The birth certificate may be an original or copy, in either case it must bear an original certification by an authority authorized to maintain such records. A birth certificate is issued by state and municipal authorities where the birth is recorded. The certification should include an original raised seal or a stamp, and has no expiration date.
- Certified Corporate Resolution
- A document that states which officer(s) of the corporation is/are authorized to sign on behalf of the corporation. The certification must state that the resolution is in full force and effect and that the copy provided is a true copy of the original document, including all amendments. The certification must be dated within 30 days of receipt by Invesco. It may be made by the corporate secretary or other officer and should include a raised corporate seal. The person that certifies the corporate resolution cannot be the same person that authorizes the transaction request.
- Certified Death Certificate
- Document that evidences proof and cause of an individual's death. The death certificate may be an original or copy, in either case it must bear an original certification by an authority authorized to maintain such records. A death certificate is issued by state and municipal authorities where the death is recorded. The certification should include an original raised seal or a stamp, and has no expiration date.
- Certified Power of Attorney Document
- This document authorizes a particular person to perform certain acts on behalf of the individual signing the document. The certification must state that the grantor is alive, that the power is in full force and effect, and that the copy provided is a true copy of the original document, including any amendments. The certification must be dated within 60 days of the requested transaction and must be made by a member firm of a national stock exchange, by a commercial bank, or by a trust company. A Medallion Guarantee stamp will also serve as certification.
- Individual appointed by a court to collect the assets and distribute the proceeds of a deceased person's estate.
- Letters of Appointment
- Authorizes the new custodian for the UGMA/UTMA account. This document evidences the appointment of a guardian to hold and administer the property of a minor. It is issued by the court and should bear an original certification dated within 120 days of receipt by Invesco.
- Letters Testamentary/Letters of Administration
- A document which names the executor or administrator of a deceased person's estate and is issued by a court. A certified copy of the Letters Testamentary must contain a raised seal or stamp from the clerk or court issuing the letter.
- Signature Guarantees
The signature guarantee is commonly used in the mutual fund industry to assist the Fund in determining the legitimacy of a signature. The guarantor verifies that the signature on a transaction request is the true signature of the person named. Signature guarantees are just one of the techniques your Fund uses to determine that the account transactions are properly supported and to reduce the possibility of unauthorized transactions in your account.
The guarantee (ink stamp) is affixed to the letter of instructions or stock power form near the shareholder's signature. The shareholder's name must be signed exactly as shown on the account. Normally all owners must sign a letter of instructions.
Acceptable guarantors include banks, broker-dealers, credit unions, national securities exchanges, saving associations and any other organization that qualifies as an "eligible guarantor institution" as defined by the Securities and Exchange Commission. A notary public is not an acceptable guarantor. However, shareholders on active military duty may have their signatures guaranteed by the Provost Marshall or Judge Advocate General at the military installation.
Medallion guarantees may be substituted for signature guarantees provided that the amount of the transaction involved does not exceed the surety coverage amount indicated on the medallion. The limits are indicated by a letter code which is located in the body of the stamp. The list following provides the dollar limits based on the letter code.
X $2,000,000 + A $1,000,000 B $750,000 C $500,000 D $250,000 E $100,000 F $100,000 (Credit Union Medallion Stamps)
- State Inheritance Tax Waiver
- A State Inheritance Tax Waiver verifies that the deceased shareholder's tax liabilities with a particular state have been met. The State Inheritance Tax Waiver must be on official state letterhead, name the Fund(s) the shareholder owns, contain the account balance on the date of death, be expressed as a "blanket waiver," and bear an authorized signature of the issuing authority; normally a facsimile stamp. Not all states require a State Inheritance Tax Waiver.