Article VI
ARTICLE VI
NONPROBATE TRANSFERS ON DEATH
PART 1
PROVISIONS RELATING TO EFFECT OF DEATH
Section 6 101. [Nonprobate Transfers on Death.]
(a) A provision for a nonprobate transfer on death in an insurance policy, contract of employment, bond, mortgage promissory note, certificated or uncertificated security, account, agreement, custodial agreement, deposit agreement, compensation plan, pension plan, individual retirement plan, employee benefit plan, trust, conveyance, deed of gift, marital property agreement, or any other written instrument effective as a contract, gift, conveyance or trust, is nontestamentary.
(b) This subsection includes a written provision that:
(1) money or other benefits or property due to, controlled by, or owned by a decedent before death must be paid after the decedent’s death to a person whom the decedent designates either in the instrument or in a separate writing, including a will, executed either before, after, or at the same time as the instrument if:
(i) the original document specifically provides for disposition in accordance with the later instrument; or
(ii) the later instrument has independent significance such as a contract, gift, conveyance, trust or will.
(2) money due or to become due under the instrument ceases to be payable in the event of death of the promisee or the promisor before payment or demand.
(c) This section does not limit rights of creditors under other laws of this commonwealth.
COMMENT
This section authorizes a variety of contractual arrangements that had sometimes been treated as testamentary in prior law. For example, most courts treated as testamentary a provision in a promissory note that if the payee died before making payment, the note should be paid to another named person; or a provision in a land contract that if the seller died before completing payment, the balance should be canceled and the property should belong to the vendee. These provisions often occurred in family arrangements. The result of holding such provisions testamentary was usually to invalidate them because not executed in accordance with the statute of wills. On the other hand, the same courts for years upheld beneficiary designations in life insurance contracts. Similar kinds of problems are arising in regard to beneficiary designations in pension funds and under annuity contracts. However, there appear to be no policy reasons for continuing to treat these varied arrangements as testamentary. The revocable inter vivos trust, the multiple party bank account, and United States government bonds payable on death to named beneficiaries all demonstrate that the evils envisioned if the statute of wills is not rigidly enforced simply do not materialize. Because these provisions often are part of a business transaction and are evidenced by a writing, the danger of fraud is largely eliminated.
Because the modes of transfer authorized by an instrument under this section are declared to be nontestamentary, the instrument does not have to be executed in compliance with the formalities for wills prescribed under Section 2 502; nor does the instrument have to be probated, nor does the personal representative have any power or duty with respect to the assets.
The sole purpose of this section is to prevent the transfers authorized here from being treated as testamentary. This section does not invalidate other arrangements by negative implication. Thus, this section does not speak to the phenomenon of the oral trust to hold property at death for named persons, an arrangement already generally enforceable under trust law.
The reference to a “marital property agreement” in the introductory portion of subsection (a) of Section 6 101 includes an agreement made during marriage as well as a premarital contract.
MASSACHUSETTS COMMENT
This section expands upon the provisions of G.L. c. 167D § 30 and c. 171 § 36. Limitations have been added to subsection (b) (1) with the intent to maintain present Massachusetts law regarding the validity of testamentary dispositions outside the will.
PART 2
MULTIPLE-PERSON ACCOUNTS
SUBPART 1
DEFINITIONS AND GENERAL PROVISIONS
Section 6 201 to 6-206. [Reserved.]
SUBPART 2
OWNERSHIP AS BETWEEN PARTIES AND OTHERS
Section 6-211 to 6-216. [Reserved]
SUBPART 3
PROTECTION OF FINANCIAL INSTITUTIONS
Section 6-221 to 6-227. [Reserved]
PART 3
UNIFORM TOD SECURITY REGISTRATION ACT
Section 6 301. [Definitions.]
In this part:
(1) “Beneficiary form”, a registration of a security which indicates the present owner of the security and the intention of the owner regarding the person who will become the owner of the security upon the death of the owner.
(2) “Register”, including its derivatives, is to issue a certificate showing the ownership of a certificated security or, in the case of an uncertificated security, to initiate or transfer an account showing ownership of securities.
(3) “Registering entity”, a person who originates or transfers a security title by registration, and includes a broker maintaining security accounts for customers and a transfer agent or other person acting for or as an issuer of securities.
(4) “Security”, has the same meaning as provided in clause (k) of section 401 of chapter 110A and includes a security account.
(5) “Security account”, (i) a reinvestment account associated with a security, a securities account with a broker, a cash balance in a brokerage account, cash, interest, earnings, or dividends earned or declared on a security in an account, a reinvestment account, or a brokerage account, whether or not credited to the account before the owner’s death, or (ii) a cash balance or other property held for or due to the owner of a security as a replacement for or product of an account security, whether or not credited to the account before the owner’s death.
MASSACHUSETTS COMMENT
This Part 3 was previously enacted as Chapter 377 of the Acts of 1998 creating a new G.L. c. 201D. It is incorporated here to preserve uniformity with enactments in other states. An effort has been made to preserve the particulars of Chapter 377 except where definitions would be repetitive of those in Article I.
COMMENT
The purpose of Part 3 (Uniform TOD Security Registration Act) is to allow the owner of securities to register the title in transfer on death (TOD) form. Mutual fund shares and accounts maintained by brokers and others to reflect a customer’s holdings of securities (so called “street accounts”) are also covered. The legislation enables an issuer, transfer agent, broker, or other such intermediary to transfer the securities directly to the designated transferee on the owner’s death. Thus, TOD registration achieves for securities a certain parity with existing TOD and pay on death (POD) facilities for bank deposits and other assets passing at death outside the probate process.
The TOD registration under this Part is designed to give the owner of securities who wishes to arrange for a nonprobate transfer at death an alternative to the frequently troublesome joint tenancy form of title. Because joint tenancy registration of securities normally entails a sharing of lifetime entitlement and control, it works satisfactorily only so long as the co owners cooperate. Difficulties arise when co owners fall into disagreement, or when one becomes afflicted or insolvent.
Use of the TOD registration form encouraged by this legislation has no effect on the registered owner’s full control of the affected security during his or her lifetime. A TOD designation and any beneficiary interest arising under the designation ends whenever the registered asset is transferred, or whenever the owner otherwise complies with the issuer’s conditions for changing the title form of the investment. The Part recognizes, in Section 6 302, that co owners with right of survivorship may be registered as owners together with a TOD beneficiary designated to take if the registration remains unchanged until the beneficiary survives the joint owners. In such a case, the survivor of the joint owners has full control of the asset and may change the registration form as he or she sees fit after the other’s death.
Implementation of the Part is wholly optional with issuers. The drafting committee received the benefit of considerable advice and assistance from representatives of the mutual fund and stock transfer industries during the course of its three years of preparatory work. Accordingly, it is believed that this Part takes full account of the practical requirements for efficient transfer within the securities industry.
Section 6 303 invites application of the legislation to locally owned securities though the statute may not have been locally enacted, so long as the Part or similar legislation is in force in a jurisdiction of the issuer or transfer agent. Thus, if the principal jurisdictions in which securities issuers and transfer agents are sited enact the measure, its benefits will become generally available to persons domiciled in states that do not at once enact the statute.
The legislation has been drafted as a separate Part because securities merit a distinct statutory regime, because a different principle has governed concurrent ownership of securities. By virtue either of statute or of account terms (contract), multiple party bank accounts allow any one cotenant to consume or transfer account balances. See R. Brown, The Law of Personal Property § 65, at 217 (2d ed. 1955); Langbein, The Nonprobate Revolution and the Future of the Law of Succession, 97 Harv. L. Rev. 1108, 1112 (1984). The rule for securities, however, has been the rule that applies to real property: all cotenants must act together in transferring the securities. This difference in the legal regime reflects differences in function among the types of assets. Multiple party bank accounts typically arise as convenience accounts, to facilitate frequent small transactions, often on an agency basis (as when spouses or relatives share an account). Securities resemble real estate in that the values are typically large and the transactions relatively infrequent, which is why the legal regime requires the concurrence of all concurrent owners for transfers affecting such assets.
Recently, of course, this distinction between bank accounts and securities has begun to crumble. Banks are offering certificates of deposit of large value under the same account forms that were devised for low value convenience accounts. Meanwhile, brokerage houses with their so called cash management accounts and mutual funds with their money market accounts have rendered securities subject to small recurrent transactions. In the latest developments, even the line between real estate and bank accounts is becoming indistinct, as the “home equity line of credit” creates a check writing conduit to real estate values.
Nevertheless, even though new forms of contract have rendered the boundaries between securities and bank accounts less firm, the distinction seems intuitively correct for statutory default rules. True co owners of securities, like owners of realty, should act together in transferring the asset.
The joint bank account and the Totten trust originated in ambiguous lifetime ownership forms. In the securities field, by contrast, we start with unambiguous lifetime ownership rules. The sole purpose of the present statute is to facilitate a nonprobate TOD mechanism as an option for those owners.
For a comprehensive discussion of the issues entailed in this legislation, see Wellman, Transfer on Death Securities Registration: A New Title Form, 21 Ga. L. Rev. 789 (1987). ”Security” is defined as provided in UCC § 8 102 and includes shares of mutual funds and other investment companies.
The defined term “security account” is not intended to include securities held in the name of a bank or similar institution as nominee for the benefit
of a trust.
“Survive” is not defined. No effort is made in this Part to define survival as it is for purposes of intestate succession in UPC § 2 104 which requires survival by an heir of the ancestor for 120 hours. For purposes of this part, survive is used in its common law sense of outliving another for any time interval no matter how brief. The drafting committee sought to avoid imposition of a new and unfamiliar meaning of the term on intermediaries familiar with the meaning of “survive” in joint tenancy registrations.
Section 6 302. [Registration in Beneficiary Form; Sole or Joint Tenancy Ownership.]
Only individuals whose registration of a security shows sole ownership by one individual or multiple ownership by two or more with rights of survivorship, rather than as tenants in common, may obtain registration in beneficiary form. Multiple owners of a security registered in beneficiary form hold as joint tenants with rights of survivorship, or as tenants by the entireties, and not as tenants in common.
COMMENT
This section is designed to prevent co owners from designating any death beneficiary other than one who is to take only upon survival of all co owners. It coerces co owning registrants to signal whether they hold as joint tenants with right of survivorship (JT TEN), or as tenants by the entireties (T ENT). Also, it imposes survivorship on co owners holding in a beneficiary form that fails to specify a survivorship form of holding. Tenancy in common otherwise than in a survivorship setting is negated for registration in beneficiary form because persons desiring to signal independent death beneficiaries for each individual’s fractional interest in a co owned security normally will split their holding into separate registrations of the number of units previously constituting their fractional share. Once divided, each can name his or her own choice of death beneficiary.
The term “individuals,” as used in this section, limits those who may register as owner or co owner of a security in beneficiary form to natural persons. However, the section does not restrict individuals using this ownership form as to their choice of death beneficiary. The definition of “beneficiary form” in Section 6 301 indicates that any “person” may be designated beneficiary in a registration in beneficiary form. “Person” is defined so that a church, trust company, family corporation, or other entity, as well as any individual, may be designated as a beneficiary. Section 1 201(35).
Section 6 303. [Registration in Beneficiary Form; Applicable Law.]
A security may be registered in beneficiary form if the form is authorized by this Part or a similar law of the state of organization of the issuer or registering entity, the location of the registering entity’s principal office, the office of its transfer agent or its office making the registration, or by this part or a similar law of the state listed as the owner’s address at the time of registration. A registration governed by the law of a jurisdiction in which this Part or similar law is not in force or was not in force when a registration in beneficiary form was made is nevertheless presumed to be valid and authorized as a matter of contract law.
COMMENT
This section encourages registrations in beneficiary form to be made whenever a state with which either of the parties to a registration has contact has enacted this or a similar statute. Thus, a registration in beneficiary form of X Company shares might rely on an enactment of this Act in X Company’s state of incorporation, or in the state of incorporation of X Company’s transfer agent. Or, an enactment by the state of the issuer’s principal office, the transfer agent’s principal office, or of the issuer’s office making the registration also would validate the registration. An enactment of the state of the registering owner’s address at time of registration also might be used for validation purposes.
The last sentence of this section is designed to establish a statutory presumption that a general principle of law is available to achieve a result like that made possible by this part.
Section 6 304. [Origination of Registration in Beneficiary Form.]
A security, whether evidenced by certificate or account, is registered in beneficiary form when the registration includes a designation of a beneficiary to take the ownership at the death of the owner or the deaths of all multiple owners.
COMMENT
As noted above in commentary to Section 6 302, this Part places no restriction on who may be designated beneficiary in a registration in beneficiary form.
Section 6 305. [Form of Registration in Beneficiary Form.]
Registration in beneficiary form may be shown by the words “transfer on death” or the abbreviation “TOD”, or by the words “pay on death” or the abbreviation “POD”, after the name of the registered owner and before the name of a beneficiary.
COMMENT
The abbreviation POD is included for use without regard for whether the subject is a money claim against an issuer, such as its own note or bond for money loaned, or is a claim to securities evidenced by conventional title documentation. The use of POD in a registration in beneficiary form of shares in an investment company should not be taken as a signal that the investment is to be sold or redeemed on the owner’s death so that the sums realized may be “paid” to the death beneficiary. Rather, only a transfer on death, not a liquidation on death, is indicated. The committee would have used only the abbreviation TOD except for the familiarity, rooted in experience with certificates of deposit and other deposit accounts in banks, with the abbreviation POD as signaling a valid nonprobate death benefit or transfer on death.
Section 6 306. [Effect of Registration in Beneficiary Form.]
The designation of a transfer on death beneficiary on a registration in beneficiary form shall have no effect on ownership until the owner’s death. A registration of a security in beneficiary form may be canceled or changed at any time by the sole owner or all surviving owners without the consent of the beneficiary.
COMMENT
This section simply affirms the right of a sole owner, or the right of all multiple owners, to end a TOD beneficiary registration without the assent of the beneficiary. The section says nothing about how a TOD beneficiary designation may be canceled, meaning that the registering entity’s terms and conditions, if any, may be relevant. See Section 6 310. If the terms and conditions have nothing on the point, cancellation of a beneficiary designation presumably would be effected by a reregistration showing a different beneficiary or omitting reference to a TOD beneficiary.
Section 6 307. [Ownership on Death of Owner.]
On death of a sole owner or the last to die of all multiple owners, ownership of securities registered in beneficiary form passes to the beneficiary or beneficiaries who survive all owners. On proof of death of all owners and compliance with any applicable requirements of the registering entity, a security registered in beneficiary form may be reregistered in the name of the beneficiary or beneficiaries who survived the death of all owners. Until division of the security after the death of all owners, multiple beneficiaries surviving the death of all owners hold their interests as tenants in common. If no beneficiary survives the death of all owners, and if no anti-lapse statute applies, the security belongs to the estate of the deceased sole owner or the estate of the last to die of all multiple owners.
COMMENT
Even though multiple owners holding in the beneficiary form here authorized hold with right of survivorship, no survivorship rights attend the positions of multiple beneficiaries who become entitled to securities by reason of having survived the sole owner or the last to die of multiple owners. Issuers (and registering entities) who decide to accept registrations in beneficiary form involving more than one primary beneficiary also should provide by rule whether fractional shares will be registered in the names of surviving beneficiaries where the number of shares held by the deceased owner does not divide without remnant among the survivors. If fractional shares are not desired, the issuer may wish to provide for sale of odd shares and division of proceeds, for an uneven distribution with the first or last named to receive the odd share, or for other resolution. Section 6 308 deals with whether intermediaries have any obligation to offer beneficiary registrations of any sort; Section 6 310 enables issuers to adopt terms and conditions controlling the details of applications for registrations they decide to accept and procedures for implementing such registrations after an owner’s death.
The reference to surviving, multiple TOD beneficiaries as tenants in common is not intended to suggest that a registration form specifying unequal shares, such as “TOD A (20%), B (30%), C (50%),” would be improper. Though not included in the beneficiary forms described for illustrative purposes in Section 6 310, the Part enables a registering entity to accept and implement a TOD beneficiary designation like the one just suggested. If offered, such a registration form should be implemented by registering entity terms and conditions providing for disposition of the share of a beneficiary who predeceases the owner when two or more of a group of multiple beneficiaries survive the owner. For example, the terms might direct the share of the predeceased beneficiary to the survivors in the proportion that their original shares bore to each other. Unless unequal shares are specified in a registration in beneficiary form designating multiple beneficiaries, the shares of the beneficiaries would, of course, be equal.
See the Comment to Section 6 301 regarding the meaning of “survive” for purposes of this part.
MASSACHUSETTS COMMENT
Section 6-215 is extended to securities under this Part giving the spouse, children and creditors protections from nonprobate transfers.
Section 6 308. [Protection of Registering Entity.]
(a) A registering entity is not required to offer or to accept a request for security registration in beneficiary form. If a registration in beneficiary form is offered by a registering entity, the owner requesting registration in beneficiary form assents to the protections given to the registering entity by this part.
(b) By accepting a request for registration of a security in beneficiary form, the registering entity agrees that the registration will be implemented on death of the deceased owner as provided in this part.
(c) A registering entity is discharged from all claims to a security by the estate, creditors, heirs, or devisees of a deceased owner if it registers a transfer of the security in accordance with section 6 307 and does so in good faith reliance (i) on the registration, (ii) on this part, and (iii) on information provided to it by affidavit of the personal representative of the deceased owner, or by the surviving beneficiary or by the surviving beneficiary’s representatives, or other information available to the registering entity. The protections of this part shall not extend to a reregistration or payment made after a registering entity has received written notice from any claimant to any interest in the security objecting to implementation of a registration in beneficiary form. No other notice or other information available to the registering entity shall affect its right to protection under this part.
(d) The protection provided by this part to the registering entity of a security does not affect the rights of beneficiaries in disputes between themselves and other claimants to ownership of the security transferred or its value or proceeds.
COMMENT
It is to be noted that the “request” for a registration in beneficiary form may be in any form chosen by a registering entity. This Part does not prescribe a particular form and does not impose record keeping requirements. Registering entities’ business practices, including any industry standards or rules of transfer agent associations, will control.
The written notice referred to in subsection (c) would qualify as a notice under UCC § 8 403.
“Good faith” as used in this section is intended to mean “honesty in fact and the observance of reasonable commercial standards of fair dealing in the trade,” as specified in UCC § 2 103(1)(b).
The protections described in this section are designed to meet any questions regarding registering entity protection that may not be foreclosed by issuer protections provided in the Uniform Commercial Code. Because persons interested in this Part may wish to be reminded of relevant UCC provisions, a brief summary follows.
“U.C.C. § 8 403, `Issuer’s Duty as to Adverse Claims’ contains detailed provisions regarding duties of inquiry by an issuer of a certificated or uncertificated security who is requested to effect a transfer, and the availability and use of 30 day notices to force adverse claimants to start litigation if further delay in transfer is desired. U.C.C. § 8 201’s definition of `issuer’ for purposes of `registration of transfer…’ is simply `a person on whose behalf transfer books are maintained’. U.C.C. § 8 403 is among the sections dealing with registration of transfers.
“U.C.C. sections 8 308 and 8 404(1) appear to exonerate an issuer who acts in response to transfer directions signaled by the `necessary indorsement’ on or with a certificated security or in response to `an instruction originated by an appropriate person’ in the case of an uncertificated security. Section 8 308 describes the meaning of `appropriate person’ in the case of a certificated security as `the person specified by the certificated security . . . to be entitled to the security.’ U.C.C. § 8 308(6) (1978). In the case of an uncertificated security, `appropriate person’ means the `registered owner.’ Id. § 8 308(7). The survivor of owners listed as joint tenants with right of survivorship is specifically defined as an authorized person. Id. § 8 308(8)(d). The U.C.C. aspect of the problem could be met by an additional sub paragraph to section 8 308(8) that would include a TOD beneficiary as an `appropriate person’ when the beneficiary has survived the owner.
“No U.C.C. addition would be necessary if a TOD beneficiary designation were viewed as a contingent order for transfer at the owner’s death that may be safely implemented as a direction from the owner as an `authorized person.’ The owner’s death before completion of the transfer would not pose U.C.C. problems because section 8 308(10) provides: `Whether the person signing is appropriate is determined as of the date of signing and an indorsement made by or an instruction originated by him does not become unauthorized for the purposes of this Article by virtue of any subsequent change of circumstances.’
“It might be questioned whether a TOD direction, which may be revoked before it is carried into effect and is also contingent on the beneficiary’s survival of the registrant, is within the transfer directions contemplated by the U.C.C. framers for purposes of issuer protection. However, since section 8 202 explicitly protects issuers against problems arising because of restrictions or conditions on transfers, only the novelty of revocable directions for transfer on death gives pause.
“In general, article 8 of the U.C.C. reflects a careful attempt to protect implementation of a wide range of transfer instructions so long as the signatures are genuine and are those of owners acting in conformity with duly imposed rules of the issuer organization. . . . Hence, existing U.C.C. protections should be adequate, . . .”
Wellman, Transfer On Death Securities Registration: A New Title Form, 21 Ga. L. Rev. 789, 823 n. 90 (1987).
Section 6 309. [Nontestamentary Transfer on Death.]
(a) A transfer on death resulting from a registration in beneficiary form is effective by reason of the contract regarding the registration between the owner and the registering entity and this Part and is not testamentary.
(b) This part shall not limit the rights of creditors of security owners against beneficiaries and other transferees under other laws of this commonwealth.
COMMENT
Subsection (a) is comparable to UPC § 6 214. Subsection (b) is similar to UPC § 6 101(b).
Section 6 310. [Terms, Conditions, and Forms for Registration.]
(a) A registering entity offering to accept registrations in beneficiary form may establish the terms and conditions under which it will receive requests (i) for registrations in beneficiary form, and (ii) for implementation of registrations in beneficiary form, including requests for cancellation of previously registered transfer on death beneficiary designations and requests for reregistration to effect a change of beneficiary. The terms and conditions so established may provide for proving death, avoiding or resolving any problems concerning fractional shares, designating primary and contingent beneficiaries, and substituting a named beneficiary’s descendants to take in the place of the named beneficiary in the event of the beneficiary’s death. Substitution may be indicated by appending to the name of the primary beneficiary the letters LDPS, standing for “lineal descendants per stirpes.” This designation substitutes a deceased beneficiary’s descendants who survive the owner for a beneficiary who fails to so survive, the descendants to be identified and to share in accordance with the law of the beneficiary’s domicile at the owner’s death governing inheritance by descendants of an intestate. Other forms of identifying beneficiaries who are to take on one or more contingencies, and rules for providing proofs and assurances needed to satisfy reasonable concerns by registering entities regarding conditions and identities relevant to accurate implementation of registrations in beneficiary form, may be contained in a registering entity’s terms and conditions.
(b) The following are examples of registrations in beneficiary form which a registering entity may authorize:
(1) Sole owner sole beneficiary: John S Brown TOD (or POD) John S Brown Jr.
(2) Multiple owners sole beneficiary: John S Brown Mary B Brown JT TEN TOD John S Brown Jr.
(3) Multiple owners primary and secondary (substituted) beneficiaries: (example 1) John S Brown Mary B Brown JT TEN TOD John S Brown Jr. SUB BENE Peter Q Brown (example 2) John S Brown Mary B Brown JT TEN TOD John S Brown Jr LDPS.
COMMENT
Use of “and” or “or” between the names of persons registered as co owners is unnecessary under this Part and should be discouraged. If used, the two words should have the same meaning insofar as concerns a title form; i.e., that of “and” to indicate that both named persons own the asset.
Descendants of a named beneficiary who take by virtue of a “LDPS” designation appended to a beneficiary’s name take as TOD beneficiaries rather than as intestate successors. If no descendant of a predeceased primary beneficiary survives the owner, the security passes as a part of the owner’s estate as provided in Section 6 307.
Note that the designation LPDS does not necessarily mean lineal descendants per stirpes since the law of a beneficiary’s domicile may provide for intestate distribution other than per stirpes.
Section 6 311. [Rights of Creditors and Others.]
(a) If other assets of the estate are insufficient, a transfer resulting from registration under this Part shall not be effective against the estate of a deceased party to the extent needed to pay claims against the estate and statutory allowances to the surviving spouse and children.
(b) A surviving party or beneficiary who receives payment of a security registered in accordance with this Part shall be liable to account to the personal representative of the decedent for a proportionate share of the amount received to which the decedent, immediately before death, was beneficially entitled to the extent necessary to discharge the claims and allowances described in subsection (a) remaining unpaid after application of the decedent’s estate. A proceeding to assert the liability may not be commenced unless a claim is presented pursuant to Section 3-804, or the personal representative has received a written demand for statutory allowance by the surviving souse, a child, or a person acting for a child of the decedent. The proceeding must be commenced within one year after death of the decedent. Sums recovered by the personal representative must be administered as part of the decedent’s estate.
(c) A personal representative, surviving party or beneficiary against whom a proceeding is brought may join as a party to the proceeding a surviving party or beneficiary of this or of any other security of the decedent.
10/2008