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General Laws

Section 3. The trust department of such bank shall, subject to the limitations contained in this chapter, have the following powers:

1. To hold money or property in trust or on deposit from executors, administrators, assignees, guardians, conservators and trustees upon such terms and conditions as may be agreed upon;

2. To be appointed and to act as executor of a will, codicil, or writing testamentary, administrator with the will annexed, administrator of the estate of any person, receiver, assignee, guardian, conservator or trustee under a will or instrument creating a trust for the care and management of property, under the same circumstances, in the same manner, and subject to the same control by the court having jurisdiction of the same, as a legally qualified individual; to act in any other fiduciary capacity not expressly prohibited by the laws of this commonwealth; provided, however, that any such appointment as guardian shall apply to the estate and not to the person of the ward;

3. To act as agent for the purpose of issuing, transferring, registering, or countersigning the certificates of stock, bonds, or other evidences of indebtedness or legal or beneficial ownership of a corporation, association, trust, municipal corporation, state or national government, on such terms as may be agreed upon;

4. To act as trustee or financial or other agent for a person, association, trust, corporation, municipal corporation or government and in their behalf to negotiate loans and the sale, purchase or other disposition or acquisition of securities or other property; to act as trustee for the holders of obligations, shares, or evidences of interest or ownership of a corporation or other issuer, and for any such purposes to receive transfers or deposits of money or of real and personal property upon such terms as may be agreed upon;

5. Any association or corporation authorized to do a banking business and to exercise trust powers in the commonwealth, may hold securities held by it as agent or custodian for any fiduciary, or in a fiduciary capacity pursuant to the exercise of such trust powers in a manner such that, without certification as to ownership attached, certificates representing securities of the same class of the same issuer and from time to time constituting assets of particular fiduciary accounts are held in bulk, including, to the extent feasible, the merging of certificates of small denomination into one or more certificates of large denomination, provided that such association or corporation shall be subject to such rules and regulations as may from time to time be issued in the case of national banking associations, by the comptroller of the currency, and in the case of all other such associations and corporations, by the commissioner. Such association or corporation shall, on demand by any court, fiduciary, co-fiduciary, beneficiary, or other interested party to an accounting, or by the attorney for any such fiduciary, co-fiduciary, beneficiary, or other interested party to an accounting, certify in writing the securities held by such association or corporation as such fiduciary, agent or custodian.

6. Any individual, partnership, association or corporation authorized to do a banking business and to exercise trust powers in the commonwealth, and any resident of the commonwealth appointed a trustee by a probate court or who is required to file an account in a probate court, may cause any stock or security held in a fiduciary capacity to be registered and held in the name of a partnership or corporate nominee residing or having a principal place of business within the commonwealth named by him or it, provided, however, that every individual trustee of the same estate or trust consents thereto, and any fiduciary may deposit stocks or other securities held in a fiduciary capacity with one so exercising trust powers, with authority to register and hold the same in the name of a partnership or corporate nominee residing or having a principal place of business within the commonwealth. Such a depository shall not, without first causing the stock or security to be registered in the name of the depositing fiduciary as such, redeliver the same to him, but this provision shall not apply to other transfers or to sales made by the depository pursuant to directions of the depositing fiduciary, and the depository and his or its partnership or corporate nominee residing or having a principal place of business within the commonwealth shall be held to have discharged their responsibilities by accounting for or paying over the proceeds of any sale or transfer made as so directed. A fiduciary holding securities in the manner authorized by this section shall retain possession of said securities, shall maintain adequate records indicating the ownership thereof, shall segregate the same from his or its own assets, and shall be absolutely liable for any loss occasioned by the acts of a nominee.

7. Any association or corporation authorized to do a banking business and to exercise trust powers in the commonwealth, while acting as a fiduciary or as an agent or custodian for any other fiduciary, or any individual fiduciary holding securities in the capacities aforementioned, may deposit or arrange for the deposit of such securities in a securities depository, or in a clearing corporation, as defined in section 8-102 of chapter one hundred and six. Ownership of, and other interests in, such securities may be transferred by bookkeeping entry on the books of such clearing corporation without physical delivery of certificates representing such securities. The records of any bank, acting in the capacities described, or of any individual fiduciary, shall at all times show the name of the party for whose account the securities are so deposited. A bank depositing securities pursuant to this section shall be subject to such rules and regulations as, in the case of state chartered institutions, the commissioner of banks and, in the case of national banking associations, the comptroller of the currency, may from time to time issue. Any bank or any other fiduciary which has deposited securities with a clearing corporation shall on demand by any court, fiduciary, co-fiduciary, beneficiary or other interested party to an accounting, or by the attorney for any such fiduciary, co-fiduciary, beneficiary or other interested party to an accounting, certify in writing that the securities are held by such association or corporation as such fiduciary, agent or custodian, and shall therein hold harmless any interested party to the account who has relied upon such certification.

7A. Any association or corporation authorized to do a banking business and to exercise trust powers in the commonwealth, while acting as a fiduciary or as an agent or custodian for any other fiduciary, and any individual fiduciary, may hold securities in the form of uncertificated securities, as defined in section 8-102 of chapter one hundred and six. Ownership of, and other interests in, such securities may be transferred by bookkeeping entry on the books maintained for that purpose by or on behalf of the issuers of such securities. The records of any such association, corporation, or individual fiduciary shall at all times show the name of the party for whose account the securities are held. Such association, corporation, or individual fiduciary shall, upon demand by any court, fiduciary, co-fiduciary, beneficiary, or other interested party to an accounting, or by the attorney for any such fiduciary, co-fiduciary, beneficiary, or other interested party to an accounting, certify in writing that the securities are held by it as such fiduciary, agent, or custodian, and shall therein hold harmless any interested party who has relied on such certification.

8. Any association or corporation authorized to do a banking business and to exercise trust powers in the commonwealth, while acting as a fiduciary, or as an agent or custodian for any other fiduciary or private banker, is authorized to deposit, or arrange for the deposit of, with any federal reserve bank, any securities, the principal and interest of which the United States or any department, agency, or instrumentality thereof has agreed to pay, or has guaranteed payment, such securities to be credited to one or more accounts on the books of the federal reserve bank and to be designated fiduciary or safekeeping accounts to which account or accounts other similar securities held in other accounts may be credited. Ownership of and other interests in such securities may be transferred by bookkeeping entry on the books of such federal reserve banks without actual issue or physical delivery of such securities. The records of any bank, acting in the capacities described, or of any individual fiduciary, shall, at all times, show the name of the party for whose account the securities are so deposited. Any bank or any other fiduciary which has deposited securities with a federal reserve bank, shall on demand by any court, fiduciary, co-fiduciary, beneficiary or other interested party to an accounting, or by the attorney for any such fiduciary, co-fiduciary, beneficiary or other interested party to an accounting, certify, in writing, that the securities are held by such association or corporation as such fiduciary, agent or custodian, and shall therein hold harmless any interested party, or fiduciary or guardian representing such party for loss arising from reliance upon such certification.

9. Any association or corporation authorized to do a banking business and to exercise trust powers in the commonwealth while acting as a fiduciary is authorized to utilize one or more collective investment funds for the purpose of providing for temporary investments of cash which it or any other such association or corporation lawfully holds in such capacity.

Any such collective investment fund shall be administered in accordance with a written declaration of trust which shall provide that if property is held by such corporation or association as a fiduciary together with a co-fiduciary or co-fiduciaries, such property may be invested in such collective investment fund only with the written consent of such co-fiduciary or co-fiduciaries, but that in no case shall any other notice or consent be required for the making of any such investment. An account of the administration of each such collective investment fund shall be prepared annually, shall be audited by an independent certified public accountant and a copy of such account and of the audit report thereon shall be made available to any interested party upon written request and, if any cash held for charitable purposes is invested in such collective investment fund, shall be filed with the attorney general, division of public charities. All expenses of the administration of such collective investment fund, including the cost of the annual audit, shall be borne by the fund, but the corporation or association shall absorb the costs of establishing any such collective investment fund.

9A. Any association or corporation authorized to do a banking business and to exercise trust powers in the commonwealth is authorized to establish one or more collective investment funds in which it may invest funds or other property which it or any other such association or corporation is authorized to invest as trustee or agent or otherwise as a fiduciary except as a trustee, agent, or fiduciary appointed by the probate court, unless the instrument granting to the fiduciary authority to invest otherwise provides. Any such collective investment fund shall be administered in accordance with a written declaration of trust which shall provide that if property is held by such association or corporation as a fiduciary together with a co-fiduciary, such property may be invested in such collective investment fund only with the written consent of such co-fiduciary. In no case shall any other notice or consent be required for the making of such investment unless such instrument granting investment authority otherwise provides. An account of the administration of each such collective investment fund shall be prepared annually, shall be audited by an independent certified public accountant and a copy of such account and of the audit report thereon shall be made available to any interested party upon written request. All expenses of the administration of such collective investment fund, including the cost of the annual audit, shall be borne by the fund, but the association or corporation shall absorb the cost of the establishing any such collective investment fund.

9B. Any association or corporation authorized to do a banking business and to exercise trust powers in the commonwealth, or any other person receiving and holding property in a fiduciary capacity in the commonwealth, is authorized, in the absence of an express provision to the contrary, whenever a governing instrument or order directs, requires, authorizes or permits investment in United States government obligations, to invest in such obligations, either directly or in the form of securities of, or other interests in, any open-end or closed-end management type investment company or investment trust registered under the provisions of 15 USC section 80(a)-1 et seq., provided that the portfolio of such investment company or investment trust is limited to United States government obligations and to repurchase agreements fully collateralized by such obligations, and provided further that any such investment company or investment trust shall take delivery of such collateral, either directly or through an authorized custodian. Nothing in this subsection shall alter the power, granted by section five, of a bank’s trust department to invest funds or assets which it may receive and hold in a fiduciary capacity, nor shall anything in this subsection affect the degree of prudence and judgment which is required of fiduciaries generally under the common law of the commonwealth.

10. Any corporation qualified to act as a fiduciary in the commonwealth may establish one or more common trust funds or may utilize one or more common trust funds previously established by it, for funds held in a fiduciary capacity by itself or by other corporate fiduciaries located in the commonwealth. Each such corporate fiduciary may invest and reinvest in one or more such common trust funds the monies of any fiduciary account which would be eligible under chapter two hundred and three A for investment in a common trust fund established and maintained by such corporate fiduciary. The corporate fiduciary establishing, maintaining or so utilizing such common trust fund shall comply with and be subject to all of the provisions of said chapter two hundred and three A as though such corporate fiduciary and other corporate fiduciaries participating in such fund were one and the same entity.

10A. An association or corporation authorized to do a banking business and to exercise trust powers in the commonwealth may invest funds which it holds in a fiduciary capacity in any collective investment fund or common trust fund established by an affiliate of such association or corporation, and any such association or corporation may invest in a collective investment fund or common trust fund established by it pursuant to the provisions of this chapter or chapter two hundred and three A, funds held by any such affiliate in a fiduciary capacity; provided, however, that any such investment is not prohibited by the instrument, judgment, decree or order creating such fiduciary relationship. As used in this paragraph, the term “affiliate” shall mean a banking institution as defined in subsection (a) of section one of chapter one hundred and sixty-seven A which is connected through stock ownership with any other such banking institution, as so defined, or any two or more such banking institutions which are connected through stock ownership by a bank holding company, as defined in said chapter one hundred and sixty-seven A, or any two or more banking institutions which exercise trust powers and which are connected through stock ownership with a common parent; and, provided further, that such banking institution or such bank holding company or such common parent owns, directly or indirectly, stock possessing at least eighty percent of the total voting power and at least eighty percent of the total value of the stock of the respective banking institutions.

11. Any association or corporation authorized to do a banking business and to exercise trust powers in the commonwealth while acting as a fiduciary is authorized, in the absence of an express provision to the contrary in the instrument, judgment, decree or order creating a trust or other fiduciary relationship, to purchase for the fiduciary estate, directly from underwriters or distributors or in the secondary market, bonds, or other securities which are underwritten or distributed by such association or corporation or an affiliate thereof or by any syndicate which includes such association or corporation or affiliate thereof and securities of any investment company for which such association or corporation or any affiliate thereof acts as adviser, distributor, transfer agent, registrar, sponsor, manager, shareholder servicing agent, custodian, broker, dealer, or lender of money or securities; provided, however, that (1) nothing in this section shall affect the degree of prudence which is required of fiduciaries generally under the common law of the commonwealth or the charging of reasonable compensation and (2) any such bonds or securities so purchased shall have sufficient liquidity and quality to satisfy the principles of fiduciary investment. Any such association or corporation purchasing bonds or securities pursuant to this paragraph shall, in any written communication or account statement reflecting such purchase, disclose the fact that it or an affiliate may have an interest in the underwriting or distribution of such bonds or securities and any capacities in which it or an affiliate acts for the issuer of such securities. Any such association or corporation purchasing securities of an investment company pursuant to this paragraph shall disclose the provision of the stated services, and the receipt of compensation for such services, annually by mailing a statement or letter describing the same, to the last known address of each person to whom statements for the fiduciary estate are rendered.

12. To perform any and all functions and engage in any and all business customarily engaged in by trust departments of banks in this commonwealth, provided that the same is not expressly prohibited by the laws of this commonwealth.

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