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This entry was published on 2014-09-22
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Transfer of fiduciary relationships
§ 604-a. Transfer of fiduciary relationships. 1. If any banking
institution, including a bank or trust company, national banking
association, savings bank, savings and loan association, federally
chartered savings bank, federally chartered savings association, or a
branch or agency of a foreign banking corporation licensed pursuant to
article two of this chapter, located in this state, shall have
transferred all or substantially all of its assets to another banking
institution in a transaction subject to this chapter pursuant to a
written agreement between the transferor and transferee whereby the
transferee has assumed the deposit liabilities, if any, of the
transferor and has agreed to assume all fiduciary relationships of the
transferor, the transferee may file in the office of the superintendent
a certificate in its name and under its seal, signed by its president,
secretary or cashier, setting forth a copy of such agreement and stating
that the transferee assumes all of the fiduciary relationships of the
transferor pursuant to the provisions of this section; provided,
however, that such certificate shall not be filed unless the approval of
the superintendent shall have been endorsed thereon or annexed thereto
before filing. In the case of a branch or agency licensed pursuant to
article two of this chapter that seeks to participate in a transaction
described in this section, such branch or agency shall be subject to the
application and approval requirements governing acquisition transactions
set forth in sections six hundred one-a and six hundred one-b of this

2. Upon the filing of such certificate in the office of the
superintendent, all of the property, rights, powers and franchises of
the transferor as fiduciary shall vest in the transferee and the
transferee shall be deemed to have assumed all of the debts,
liabilities, obligations and duties of the transferor as fiduciary, and
to have succeeded to all the fiduciary relationships of the transferor,
as fully and with the same effect as is provided in sections one hundred
thirty-six-c and six hundred two of this chapter in the case of a
merger, and any reference to the transferor as fiduciary in any
capacity, contained in any contract, will or document, whether executed
or taking effect before or after the filing of such certificate in the
office of the superintendent, shall be considered a reference to the
transferee if not inconsistent with the other provisions of the
contract, will or document.

3. For purposes of this section, the fiduciary relationships of the
transferor shall include all relationships as agent, trustee, guardian,
receiver, committee, conservator, executor, administrator, or other
fiduciary in any capacity or for any purpose mentioned in section one
hundred of this chapter, and all relationships of the transferor as
bailee or depositary of personal property.

4. This section shall not be deemed to authorize a transferee to
assume any fiduciary relationship of a kind which it would not otherwise
have power to undertake and perform. Nothing in this section shall be
deemed to authorize any such transferee to maintain as its own office
any office previously maintained by the transferor, and authority, if
any, to maintain any such office shall be governed by the applicable
provisions of law other than this section. This section shall not be
deemed to apply to contracts of the transferor for the leasing of safe
deposit boxes or vaults.