2023 New York Laws › BNK - Banking › Article 3-B - Subsidiary Trust Companies › 154 - Transfer of Fiduciary Relationships From Affiliated Banks or Trust Companies to Subsidiary Trust Companies.

§ 154.  Transfer  of  fiduciary relationships from affiliated banks or
trust companies to subsidiary trust companies. 1. (a)  At  any  time  or
times   after   the   issuance  to  it  by  the  superintendent  of  the
authorization certificate specified in article two of  this  chapter,  a
subsidiary  trust  company may apply by verified petition to the supreme
court, special term, in and for the county in which its principal office
is located requesting that it be substituted for each of its  affiliated
banks or trust companies specified in the petition (i) in every existing
fiduciary  capacity designated therein and (ii) in the case of the first
such petition, in every fiduciary capacity which may take  effect  after
the  date  of  the  hearing  provided  for  below.  Each  such specified
affiliated bank or trust company shall join in such petition. Notice  of
the  filing  of such petition shall be given prior to the filing thereof
to the superintendent.
(b) Such petition shall indicate  the  county  wherein  the  principal
office  of each affiliated bank or trust company joining in the petition
is located and shall designate each fiduciary relationship  existing  at
the  date  thereof  with  respect to which such subsidiary trust company
requests substitution. Such petition shall additionally set forth,  with
regard  to  each existing fiduciary relationship designated therein, the
name and address last known to the petitioner of each person entitled to
receive notice of hearing thereon, to wit:
(i) in the case where an affiliated bank or trust company specified in
the petition is acting with one or more cofiduciaries in respect to such
fiduciary relationship, each such cofiduciary; and
(ii)  in  the  case  where  the  instrument  creating  such  fiduciary
relationship  so  provides,  each  person  who,  alone  or together with
others, is empowered to revoke, terminate or amend such instrument or to
remove the corporate fiduciary; and
(iii) in the case of  any  fiduciary  relationship  not  specified  in
subparagraph   (ii)   of  this  paragraph,  each  beneficiary  currently
receiving income and any other beneficiary interested in the income  and
any person presumptively entitled to share in distributions of principal
were  such  fiduciary  relationship  terminated  at  the  date  of  such
petition; and
(iv) in the  case  of  any  fiduciary  relationship,  including  those
specified  in subparagraphs (i), (ii) and (iii) of this paragraph, which
is an estate of  a  deceased  person  or  which  is  a  guardianship  or
conservatorship,   the   clerk  of  the  court  in  which  such  estate,
guardianship or conservatorship  matter  is  pending,  together  with  a
statement  that  a  notice  has  been, or is being, given to the persons
specified in such subparagraphs. If any  of  the  persons  specified  in
subparagraph  (i),  (ii)  or  (iii) of this paragraph is an infant or an
incompetent, such notice shall be given to the guardian or committee, as
the case may be, of his property. If any  such  infant,  or  incompetent
shall not have a guardian or committee to so represent him, or if any of
the  persons  specified  in  subparagraph  (i),  (ii)  or  (iii) of this
paragraph is incapacitated, unknown (or a person whose  whereabouts  are
unknown)  or  confined  as  a prisoner in a penal institution, the court
may, in its discretion, appoint  one  or  more  guardians  ad  litem  to
represent any one or more of such persons.
2.  When  any  petition  described  in subdivision one of this section
shall have been filed, the supreme court  for  the  county  where  filed
shall  enter  an order fixing a date and time for hearing thereon, which
date shall not be less than thirty-five days after  the  filing  of  the
petition, and approving the form of notice to be given by the petitioner
as  hereinafter provided. At least twenty-five days prior to the hearing
date, the petitioner shall cause a copy of such notice to be  mailed  by

first  class  mail  to  each  person identified in the petition as being
entitled to receive notice under the provisions of this article, at such
person's address last known to  the  petitioner  as  set  forth  in  the
petition.  In addition, the petitioner shall cause a copy of such notice
to be published  at  least  once  a  week  for  three  successive  weeks
preceding  the  hearing  date, the first such publication to be at least
twenty-five days prior to the hearing date, such publication to be in  a
newspaper  of  general circulation published in each county in which the
principal office of an affiliated bank or trust company specified in the
petition is located, or if in any case there be no such newspaper,  then
in a newspaper of general circulation published in a contiguous county.
3.  The  notice  to  be mailed and published with respect to each such
petition shall state (a) the time and place of the hearing thereon,  (b)
the  name  of the subsidiary trust company which has filed the petition,
(c) the name of each affiliated bank or trust company which  has  joined
in  such  petition,  (d)  that the petition requests that the subsidiary
trust company be substituted for each of its affiliated banks  or  trust
companies specified in the petition in every existing fiduciary capacity
designated  therein  and,  if  appropriate,  in every fiduciary capacity
which may take effect after such hearing, and (e)  that  any  person  to
whom  such notice is addressed may file an objection as provided in, and
in accordance with, subdivision four of this section. All costs incurred
in connection with the printing, mailing and publishing of  such  notice
shall be borne by the petitioner.
4.  Any person entitled to receive notice under the provisions of this
article may, as to the fiduciary relationship by which he  is  affected,
object to the substitution of the subsidiary trust company as fiduciary.
Any  such  person  wishing to so object must file a written objection to
such substitution, setting forth the reasons therefor, with the clerk of
the court in which the hearing is to be held, and serve a  copy  thereof
upon  the  attorney  for  the petitioner, at least three days before the
date of hearing and  must  appear  at  such  hearing  in  person  or  by
attorney.
5.  On  the date fixed for the hearing on such petition, upon making a
determination that notice has been properly given as  required  by  this
section,  the  said  supreme court shall enter an order substituting the
subsidiary trust company for each of its specified affiliated  banks  or
trust  companies in every designated existing fiduciary capacity and, in
the case of the first petition by the  petitioner,  in  every  fiduciary
capacity   which   may   take  effect  thereafter,  excepting  fiduciary
capacities in  any  existing  relationship  with  respect  to  which  an
objection  has been filed pursuant to and in accordance with subdivision
four of this  section;  provided,  that  in  the  case  of  a  fiduciary
relationship  where  more  than  one person would be entitled under this
article to object to substitution of the subsidiary trust  company,  the
properly  made  objection  by  less  than  all  of such persons shall be
considered by the court which shall, in its sole  discretion,  determine
whether  such  substitution  shall  be  so  ordered.  In  the  case of a
fiduciary relationship in which an objection has been properly  made  by
any  person  who  is entitled pursuant to this article to object to such
substitution, the court may,  in  its  discretion,  determine  that  the
resignation  of the affiliated bank or trust company will be accepted in
respect of such fiduciary relationship; if  the  court  shall  determine
that  such  resignation  will  be  accepted,  it  shall  enter  an order
substituting  a  different  banking  institution  or  subsidiary   trust
company, which shall have given its written consent to such substitution
prior  to  the  entry  of  such order. In construing the language of any
instrument which is  the  subject  of  a  proceeding  pursuant  to  this

article,  nothing  contained  herein  shall be considered to abrogate or
affect the intent or written language of  the  instrument  creating  the
fiduciary  relationship. Upon entry of the court's order, the subsidiary
trust  company  shall, without further act, be substituted in every such
fiduciary capacity.
6. In respect of each fiduciary capacity, existing and future,  as  to
which  substitution  has  been  ordered  pursuant  to this article, each
designation of  a  petitioning  affiliated  bank  or  trust  company  as
fiduciary  in  any  capacity  contained  in  any contract, will or other
document or instrument shall be deemed a designation of  the  subsidiary
trust  company  substituted  for  such bank or trust company pursuant to
this section. Any grant in any such contract, will or other document  or
instrument  of any rights, powers, duties or authorities, whether or not
discretionary, shall be  deemed  conferred  upon  the  subsidiary  trust
company deemed designated as the fiduciary pursuant to this section.
7. Upon substitution pursuant to this section, each affiliated bank or
trust  company  shall deliver to the subsidiary trust company all assets
held  by  such  trust  company  as  fiduciary  (except  assets  held  in
capacities with respect to which there has been no substitution pursuant
to this section) and upon such substitution all such assets shall become
the  property  of  the subsidiary trust company without the necessity of
any instrument of transfer or conveyance. A trust company shall account,
in respect of each of its existing fiduciary relationships designated in
the petition and as to which a substitution has been ordered under  this
section,  for  that  portion  of  the  accounting  period  in which such
substitution was ordered ending on the date of  such  order;  thereafter
the subsidiary trust company which has been substituted as fiduciary for
such  bank  or  trust  company  shall  account  in  respect of each such
fiduciary relationship. Notwithstanding any provision in this chapter to
the contrary, after a  substitution  of  existing  fiduciary  capacities
pursuant  to  this  article,  an  affiliated bank or trust company shall
remain jointly liable with the subsidiary trust company which  has  been
substituted  for  it  in  respect  of  each  of  the  existing fiduciary
relationships as to which such substitution has been ordered,  but  such
affiliated  bank  or  trust  company  shall  be  entitled  to a right of
subrogation against such subsidiary trust company for all  amounts  paid
by  such  affiliated  bank  or  trust  company as a result of such joint
liability.