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Office of the Revisor of Statutes

Key: (1) language to be deleted (2) new language

                            CHAPTER 331-S.F.No. 908 
                  An act relating to financial institutions; trust 
                  companies; providing for the organization, powers, and 
                  duties of trust companies; providing fiduciary 
                  provisions for trust companies and banks exercising 
                  trust powers; regulating interstate trust offices; 
                  regulating filings in connection with securities; 
                  making conforming changes; amending Minnesota Statutes 
                  1996, sections 48.01, subdivision 1; 48.36, 
                  subdivision 1; 48.37; 48.39; 48.41; 48.42; 48.43; 
                  48.44; 48.45; 48.46; 48.47; 50.085, subdivision 14; 
                  303.25, subdivision 3; 525.551, subdivision 6; and 
                  525.56, subdivision 4; Minnesota Statutes 1997 
                  Supplement, sections 16A.6701, subdivision 1; 48.01, 
                  subdivision 2; and 80A.28, subdivision 1; proposing 
                  coding for new law as Minnesota Statutes, chapter 48A; 
                  repealing Minnesota Statutes 1996, sections 48.38; 
                  48.475; 48.65; 48.66; 48.67; 48.68; 48.69; 48.70; 
                  48.71; 48.72; 48.73; 48.75; 48.76; 48.77; 48.78; 
                  48.79; 48.80; 48.81; 48.82; 48.83; 48.84; 48.841; 
                  48.845; 48.846; 48.85; and 48.86; and Minnesota 
                  Statutes 1997 Supplement, section 48.476. 
        BE IT ENACTED BY THE LEGISLATURE OF THE STATE OF MINNESOTA: 
           Section 1.  Minnesota Statutes 1997 Supplement, section 
        16A.6701, subdivision 1, is amended to read: 
           Subdivision 1.  [STATE LICENSE AND SERVICE FEES.] For 
        purposes of section 16A.67, subdivision 3, and this section, the 
        term "state license and service fees" means, and refers to, all 
        license fees, service fees, and charges imposed by law and 
        collected by any state officer, agency, or employee, which are 
        listed below or which are defined as departmental earnings under 
        section 16A.1285, subdivision 1, and the use of which is not 
        otherwise restricted by law, and which are not required to be 
        credited or transferred to a fund other than the general fund:  
           Minnesota Statutes 1994, sections 3.9221; 5.12; 5.14; 5.16; 
        5A.04; 6.58; 13.03, subdivision 10; 16A.155; 16A.48; 16A.54; 
        16A.72; 16B.59; 16B.70; 17A.04; 18.51, subdivision 2; 18.53; 
        18.54; 18C.551; 19.58; 19.64; 27.041, subdivision 2, clauses (d) 
        and (e); 27.07, subdivision 5; 28A.08; 32.071; 32.075; 32.392; 
        35.71; 35.824; 35.95; 41C.12; 45.027, subdivisions 3 and 6; 
        46.041, subdivision 1; 46.131, subdivisions 2, 7, 8, 9, and 10; 
        47.101, subdivision 2; 47.54, subdivisions 1 and 4; 47.62, 
        subdivision 4; 47.65; 48.475, subdivision 1; 48.61, subdivision 
        7; 48.93; 48A.16; 49.36, subdivision 1; 52.01; 52.203; 53.03, 
        subdivisions 1, 5, and 6; 53.09, subdivision 1; 53A.03; 53A.05, 
        subdivision 1; 53A.081, subdivision 3; 54.294, subdivision 1; 
        55.04, subdivision 2; 55.095; 56.02; 56.04; 56.10; 59A.03, 
        subdivision 2; 59A.06, subdivision 3; 60A.14, subdivisions 1 and 
        2; 60A.23, subdivision 8; 60K.19, subdivision 5; 65B.48, 
        subdivision 3; 70A.14, subdivision 4; 72B.04, subdivision 10; 
        79.251, subdivision 5; 80A.28, subdivisions 1, 2, 3, 4, 5, 6, 7, 
        7a, 8, and 9; 80C.04, subdivision 1; 80C.07; 80C.08, subdivision 
        1; 80C.16, subdivisions 2 and 3; 80C.18, subdivision 2; 82.20, 
        subdivision 8 and 9; 82A.04, subdivision 1; 82A.08, subdivision 
        2; 82A.16, subdivisions 2 and 6; 82B.09, subdivision 1; 83.23, 
        subdivisions 2, 3, and 4; 83.25, subdivisions 1 and 2; 83.26, 
        subdivision 2; 83.30, subdivision 2; 83.31, subdivision 2; 
        83.38, subdivision 2; 85.052; 85.053; 85.055; 88.79, subdivision 
        2; 89.035; 89.21; 115.073; 115.77, subdivisions 1 and 2; 116.41, 
        subdivision 2; 116C.69; 116C.712; 116J.9673; 125.08; 136C.04, 
        subdivision 9; 155A.045; 155A.16; 168.27, subdivision 11; 
        168.33, subdivisions 3 and 7; 168.54; 168.67; 168.705; 168A.152; 
        168A.29; 169.345; 171.06, subdivision 2a; 171.29, subdivision 2; 
        176.102; 176.1351; 176.181, subdivision 2a; 177.30; 181A.12; 
        183.545; 183.57; 184.28; 184.29; 184A.09; 201.091, subdivision 
        5; 204B.11; 207A.02; 214.06; 216C.261; 221.0355; 239.101; 
        240.06; 240.07; 240.08; 240.09; 240.10; 246.51; 270.69, 
        subdivision 2; 270A.07; 272.484; 296.06; 296.12; 296.17; 
        297F.03; 297.33; 299C.46; 299C.62; 299K.09; 299K.095; 299L.07; 
        299M.04; 300.49; 318.02; 323.44, subdivision 3; 325D.415; 
        326.22; 326.3331; 326.47; 326.50; 326.92, subdivisions 1 and 3; 
        327.33; 331A.02; 332.15, subdivisions 2 and 3; 332.17; 332.22, 
        subdivision 1; 332.33, subdivisions 3 and 4; 332.54, subdivision 
        7; 333.055; 333.20; 333.23; 336.9-413; 336A.04; 336A.05; 
        336A.09; 345.35; 345.43, subdivision 2a; 345.44; 345.55, 
        subdivision 3; 347.33; 349.151; 349.161; 349.162; 349.163; 
        349.164; 349.165; 349.166; 349.167; 357.08; 359.01, subdivision 
        3; 360.018; 360.63; 386.68; and 414.01, subdivision 11; 
        Minnesota Statutes 1994, chapters 154; 216B; 237; 302A; 303; 
        308A; 317A; 322A; and 322B; Laws 1990, chapter 593; Laws 1993, 
        chapter 254, section 7; and Laws 1994, chapter 573, section 4; 
        Minnesota Rules, parts 1800.0500; 1950.1070; 2100.9300; 
        7515.0210; and 9545.2000 to 9545.2040. 
           Sec. 2.  Minnesota Statutes 1996, section 48.01, 
        subdivision 1, is amended to read: 
           Subdivision 1.  [WORDS, TERMS, AND PHRASES.] Unless the 
        language or context clearly indicates that a different meaning 
        is intended, the term defined in subdivision 2, for the purposes 
        of sections 48.38, 48.56 to 48.59, and 48.84 48A.07, and 48A.08, 
        has that meaning; and the term defined in subdivision 3, for the 
        purposes of this chapter, has that meaning. 
           Sec. 3.  Minnesota Statutes 1997 Supplement, section 48.01, 
        subdivision 2, is amended to read: 
           Subd. 2.  [BANKING INSTITUTION.] The term "banking 
        institution" means any bank, trust company, bank and trust 
        company, or savings bank which is now or may hereafter be 
        organized under the laws of this state.  For purposes of 
        sections 48.38, 48.84 48A.07, 48A.08, and 501B.151, subdivision 
        11, and to the extent permitted by federal law, "banking 
        institution" includes any national banking association or 
        affiliate exercising trust powers in this state. 
           Sec. 4.  Minnesota Statutes 1996, section 48.36, 
        subdivision 1, is amended to read: 
           Subdivision 1.  Any state bank having a capital and surplus 
        of not less than $500,000 may exercise the powers and privileges 
        conferred by sections 48.36 to 48.43 48A.07 and 48A.08, in 
        addition to all other powers granted by law, upon complying with 
        the conditions and requirements of those sections, and receiving 
        the approval of the commissioner of commerce, who may grant or 
        reject, in the commissioner's judgment, the application of any 
        bank to acquire trust authority, and in doing so shall take into 
        consideration the following factors: 
           (1) The needs of the community for trust service of the 
        kind applied for and the probable volume of such trust business 
        available to the bank; 
           (2) The general condition of the bank, particularly the 
        adequacy of its net capital and surplus funds in relation to the 
        character and condition of its assets and to its deposit 
        liabilities and other corporate responsibilities, including the 
        proposed exercise of trust powers; 
           (3) The general character and ability of the management of 
        the bank; 
           (4) The nature of the supervision to be given to the 
        proposed trust activities, including the qualifications and 
        experience of the members of the proposed trust investment 
        committee; 
           (5) The qualifications, experience, and character of the 
        proposed executive officer or officers of the trust department; 
           (6) Whether the bank has available competent legal counsel 
        to advise and pass upon trust matters whenever necessary; and 
           (7) Any other facts and circumstances that seem proper. 
           Sec. 5.  Minnesota Statutes 1996, section 48.37, is amended 
        to read: 
           48.37 [CERTIFICATES FROM COMMISSIONER.] 
           In order to exercise the powers herein conferred, any such 
        bank shall invest and keep invested in one or more of the first, 
        second, third, fourth, seventh, and eighth classes of authorized 
        securities, at least 25 percent of its capital, which securities 
        in the amounts above provided shall be duly assigned, 
        transferred to, and deposited with the commissioner provided, 
        however, that no bank and trust shall be required to deposit 
        securities in excess of $1,000,000, and shall be maintained 
        unimpaired as a guaranty fund for the integrity of its trusts 
        and for the faithful discharge of its duties, in connection 
        therewith, with the right to the bank to collect the income 
        thereof and to substitute other like authorized securities of 
        equal amount and value.  The commissioner shall carefully 
        examine the securities offered for deposit and, if they comply 
        with all the provisions of law applicable thereto, and, if the 
        bank making such deposit shall possess the qualifications stated 
        in section 48.36, shall issue to the bank a certificate stating 
        that it is qualified to exercise the powers herein conferred, 
        and, upon the issuance of this certificate and while the same 
        remains in force, the bank may exercise the powers and 
        privileges conferred by sections 48.36 to 48.43 48A.07 and 
        48A.08. 
           In case of any increase in the capital of any bank which 
        has qualified hereunder, this certificate shall be and become 
        revoked and the bank shall not thereafter exercise the powers 
        herein conferred until it shall have deposited the required 
        proportion of its capital in authorized securities and received 
        a new certificate that it is qualified hereunder. 
           Sec. 6.  Minnesota Statutes 1996, section 48.39, is amended 
        to read: 
           48.39 [TRUST ACCOUNTS RECORDED.] 
           Besides its general books of account, it shall keep 
        separate books of account for all fiduciary accounts.  All funds 
        and property held by it in a fiduciary capacity shall at all 
        times be kept separate from its own funds and property, and all 
        fiduciary funds deposited or held as fiduciary by the bank 
        awaiting investment shall be carried in a separate account, and 
        shall not be used by the bank in the conduct of its business, 
        unless the bank, under authorization by its board of directors, 
        first delivers to the commissioner of commerce, as collateral 
        security:  (1) bonds, notes, bills, certificates of indebtedness 
        or other direct obligations of the United States or its 
        instrumentalities, or obligations fully guaranteed by the United 
        States as to principal and interest; or (2) other readily 
        marketable securities of the classes in which said trust 
        companies or state banks exercising trust powers are authorized 
        or permitted to invest trust funds under the laws of this 
        state.  The securities so deposited as collateral shall be owned 
        by the bank and shall at all times be at least equal in market 
        value to the amount of the trust funds so used in the conduct of 
        the bank's business, and all deposits made by it of such funds 
        in any other banking institutions shall be deposited as 
        fiduciary funds, to its credit as fiduciary, and not otherwise.  
        Every security or property in which the funds held by it as 
        trustee, executor, administrator, guardian, receiver, or 
        assignee, or in any other fiduciary capacity are invested, shall 
        at once upon receipt thereof be immediately entered in the 
        proper books as belonging to the particular fiduciary account 
        whose funds have been invested therein.  Any change in such 
        investment shall be fully specified in and under the account of 
        the particular fiduciary account to which it belongs so that all 
        fiduciary funds and property can be readily identified at any 
        time by any person.  It shall be unlawful for any bank to lend 
        any officer, director or employee any funds held as fiduciary 
        under the powers conferred by sections 48.36 to 48.43 section 
        48.37.  Any officer, director or employee to whom such a loan is 
        made shall be guilty of theft of the amount of such loan from 
        the time of the making thereof.  Any state bank, when acting in 
        a fiduciary capacity, either alone or jointly with an individual 
        or individuals, may, with the consent of such individual 
        fiduciary or fiduciaries, who are hereby authorized to give such 
        consent, cause any stocks, securities, or other property now 
        held or hereafter acquired in such capacity to be registered and 
        held in the name of a nominee or nominees of such state bank 
        without mention of the fiduciary relationship.  Any such state 
        bank shall be liable for any loss occasioned by the acts of any 
        of its nominees with respect to such stocks, securities or other 
        property so registered.  
           Sec. 7.  Minnesota Statutes 1996, section 48.41, is amended 
        to read: 
           48.41 [CORPORATE NAME.] 
           Any such bank which has qualified and obtained a 
        certificate, as provided in sections 48.36 to 48.43 section 
        48.37, may use in its corporate name or title, in addition to 
        the word "bank" or other words now permitted by law, the words 
        "trust" or "trust company," and may display and make use of 
        signs, symbols, tokens, letterheads, cards, circulars and 
        advertisements stating or indicating that it is authorized to 
        transact the business authorized by said sections, and any such 
        bank using the words "trust" or "trust company" is not required 
        to use the word "state" in its corporate name.  
           Sec. 8.  Minnesota Statutes 1996, section 48.42, is amended 
        to read: 
           48.42 [BANK MAY BE DESIGNATED AS SAVINGS BANK.] 
           Any state bank which has qualified under sections 48.36 to 
        48.43 section 48.37 and obtained the certificate therein 
        provided, and which has established and maintains a savings 
        department, may use in its name or title, in addition to other 
        words permitted by law, the words "savings" or "savings bank."  
        Savings deposits received by any such state bank using the words 
        "savings" or "savings bank" in its corporate name or title, 
        shall be invested only in authorized securities, as defined by 
        law, and the bank shall keep in hand at all times, in addition 
        to the securities required to be deposited under the provisions 
        of section 48.37, such securities as deposits in savings banks 
        may be invested in to an amount at least equal to the savings 
        deposits, and these securities to the amount of these deposits 
        shall be representative of and the fund for and applicable first 
        and exclusively to the payment of the savings deposits.  
        Deposits received by the bank subject to its right to require 
        notice of withdrawal evidenced by pass books, shall be deemed 
        savings deposits.  
           Sec. 9.  Minnesota Statutes 1996, section 48.43, is amended 
        to read: 
           48.43 [BANKS MAY CEASE OPERATIONS; DUTIES OF COMMISSIONER.] 
           Any state bank which has qualified hereunder may at any 
        time notify the commissioner, in writing, that it intends to 
        cease to operate under the provisions of sections 48.36 to 48.43 
        section 48.37, and thereupon the certificate issued to it, as 
        provided in sections 48.36 to 48.43 section 48.37, shall be 
        canceled and revoked, and the bank shall thereafter exercise no 
        power or privilege except those permitted to state banks which 
        have not qualified hereunder, and the securities deposited with 
        the commissioner, as provided in section 48.37, shall forthwith 
        be reassigned and returned to the bank; provided, that no part 
        of the deposited securities shall be so returned until the bank 
        shall have eliminated from its corporate name the words "trust," 
        "trust company," or "savings," nor until it has ceased to hold 
        any trust or trust office authorized by sections 48.36 to 48.43 
        section 48.37, nor until all its accounts in any such trust 
        shall have been settled and allowed and all property held in 
        trust by it delivered to the persons entitled thereto, nor until 
        all liabilities incurred by it as trustee, agent, or otherwise, 
        under the provisions of sections 48.36 to 48.43 section 48.37, 
        and which it could not have incurred unless qualified 
        thereunder, shall have been discharged; provided, further, that 
        if the amount of all these liabilities, or the maximum limit 
        thereof, has been or can be definitely ascertained, the 
        commissioner may retain only such part of the deposited 
        securities as shall be at least equal to and as shall be in the 
        commissioner's opinion sufficient to liquidate the same.  If any 
        such bank so surrendering its powers hereunder shall have 
        heretofore used the word "savings" in its corporate name, the 
        provisions of section 48.42, relating to the investment of 
        savings deposits and the rights of such depositors, shall remain 
        operative as to all savings deposits on hand at the date of 
        surrendering such certificate and until the savings deposits 
        shall have been paid to the persons entitled thereto.  
           Sec. 10.  Minnesota Statutes 1996, section 48.44, is 
        amended to read: 
           48.44 [BANKS MAY ORGANIZE AS TRUST COMPANY.] 
           Hereafter state banks which may be organized in the manner 
        now provided by law may be organized with the additional 
        authority to exercise the fiduciary powers and privileges set 
        out in section 48.38 sections 48A.07 and 48A.08; provided, that 
        the capital and surplus of any such bank shall not be less than 
        $500,000. 
           Sec. 11.  Minnesota Statutes 1996, section 48.45, is 
        amended to read: 
           48.45 [CORPORATE NAMES.] 
           Any such A bank with the additional authority provided for 
        in sections 48A.07 and 48A.08 may be organized with a corporate 
        name which may include the words "trust" or "trust company," in 
        addition to the word "bank" or other words now permitted by law, 
        and the word "state" shall not be a required part of the 
        corporate name of any such state bank.  
           Sec. 12.  Minnesota Statutes 1996, section 48.46, is 
        amended to read: 
           48.46 [AUTHORIZED SECURITIES PURCHASED.] 
           No state bank hereafter organized with authority to 
        exercise fiduciary powers pursuant to the provisions of sections 
        48.44 to 48.46 48A.07 and 48A.08, the corporate name of which 
        contains the words "trust" or "trust company," shall transact 
        any banking or trust company business until it shall have 
        invested in and assigned, transferred to, and deposited with the 
        commissioner the authorized securities described in and required 
        by section 48.37, relating to the authorization of existing 
        state banks to exercise such fiduciary powers, and until the 
        commissioner of commerce has issued the certificate provided by 
        section 47.16, and a certificate stating that such bank is 
        qualified to exercise the fiduciary powers set forth in section 
        48.38 sections 48A.07 and 48A.08. 
           Sec. 13.  Minnesota Statutes 1996, section 48.47, is 
        amended to read: 
           48.47 [BANKING AND TRUST COMPANY BUSINESS.] 
           After the application of the corporation shall have been 
        favorably acted on by the department in compliance with sections 
        46.041 to 46.044, and upon compliance with the terms hereof and 
        the issuance of such certificates, the bank may commence the 
        transaction of banking and trust company business and may 
        exercise, in addition to all the powers and privileges conferred 
        by law on state banks, the powers and privileges set forth in 
        section 48.38 sections 48A.07 and 48A.08, and the bank shall 
        thereafter comply with and be subject to all of the provisions 
        of law relating to state banks exercising such fiduciary powers 
        and privileges. 
                                TRUST COMPANIES 
           Sec. 14.  [48A.01] [ORGANIZATION OF A STATE TRUST COMPANY.] 
           Subdivision 1.  [ARTICLES OF INCORPORATION.] (a) Subject to 
        the other provisions of this chapter, three or more persons may 
        organize and charter a state trust company for purposes of 
        transacting business as a trust company in conformity with the 
        applicable laws. 
           (b) A state trust company may be organized under section 
        300.025.  If the trust company does not exercise banking powers, 
        it may exercise the powers of a Minnesota business corporation 
        reasonably necessary or helpful to enable exercise of its 
        specific powers under this chapter. 
           (c) A state trust company may be organized as a limited 
        liability company if it does not exercise banking powers. 
           The articles of incorporation or articles of organization 
        of the company must be signed and acknowledged by each organizer 
        and must contain: 
           (1) the name of the state trust company; 
           (2) the period of its duration, which may be perpetual; 
           (3) the powers of the state trust company, which may be 
        stated as: 
           (i) all powers granted to a state trust company in this 
        state; or 
           (ii) a list of the specific powers that the state trust 
        company chooses and is authorized to exercise; 
           (4) the aggregate number of shares or membership interests 
        that the state trust company will be authorized to issue, the 
        number of classes of shares or membership interests, which may 
        be one or more, the number of shares or membership interests of 
        each class if more than one class, and a statement of the par 
        value of the shares of each class or that the shares or 
        membership interests are to be without par value; 
           (5) if the shares or membership interests are to be divided 
        into classes, the designation of each class and statement of the 
        preferences, limitations, and relative rights of the shares or 
        membership interests of each class, which in the case of a 
        limited trust association may be more fully set forth in the 
        statement of membership interest; 
           (6) a provision limiting or denying to participants the 
        preemptive right to acquire additional or treasury membership 
        interests or shares of the state trust company; 
           (7) a provision granting the right of members or 
        shareholders to cumulative voting in the election of directors 
        or managers; 
           (8) the aggregate amount of consideration to be received 
        for all shares or membership interests initially issued by the 
        state trust company, and a statement that all authorized 
        contributions or shares have been subscribed and that all 
        subscriptions received provide for the consideration to be fully 
        paid in cash before the charter is issued; 
           (9) a provision consistent with law that the organizers 
        elect to set forth in the articles of incorporation or articles 
        of organization for the regulation of the internal affairs of 
        the state trust company or that is otherwise required by this 
        chapter to be set forth in the articles; 
           (10) the street address of the state trust company's 
        principal office; and 
           (11) the number of directors or governors constituting the 
        initial board, which must not be fewer than five or more than 
        25, and a statement that management is vested in a board. 
           Subd. 2.  [DIRECTORS OR MANAGERS; QUALIFICATIONS; 
        VACANCIES; HOW FILLED.] A majority of the directors or governors 
        of a trust company must be residents of this state.  Each must 
        take and subscribe an oath to diligently and honestly perform 
        the official duties of a director or manager and not knowingly 
        violate, or permit to be violated, any provision of law relating 
        to trust companies.  The taking of this oath must be noted on 
        the minutes of the records of the corporation and filed with the 
        commissioner.  Failure of a person selected as director to 
        qualify creates a vacancy in the board.  All vacancies in the 
        board must be filled by the qualified members.  However, not 
        more than one-third of the membership of the board may be so 
        filled in any one year. 
           Sec. 15.  [48A.02] [APPLICATION FOR STATE TRUST COMPANY 
        CHARTER.] 
           Subdivision 1.  [PROCEDURE.] An application for a trust 
        company charter must be in the form prescribed by the 
        commissioner.  The procedure in sections 46.041 to 46.045 apply, 
        except for the conditions in section 46.044, subdivision 1, 
        clauses (1) to (6). 
           Subd. 2.  [CONDITIONS.] The commissioner shall grant an 
        application for a trust company charter if: 
           (1) the applicants are of good moral character and 
        financial integrity; 
           (2) there is reasonable public demand for this trust 
        company in this location that: 
           (i) considers the needs of the community for trust service 
        of the kind applied for and the probable volume of trust 
        business available to the applicant; and 
           (ii) the probable volume of business in this location is 
        sufficient to ensure and maintain the solvency of the new trust 
        company and the solvency of the existing trust company or trust 
        companies in the locality; 
           (3) the commissioner is satisfied the proposed trust 
        company will be properly and safely managed considering: 
           (i) the general character and ability of the proposed 
        management; 
           (ii) the nature of the supervision to be given to the 
        proposed trust activities, including the qualifications and 
        experience of the members of the proposed trust investment 
        committee; 
           (iii) the qualifications, experience, and character of the 
        proposed executive officer or officers of the trust company; and 
           (iv) whether the trust company will have available 
        competent legal counsel to advise and pass upon trust matters 
        whenever necessary; 
           (4) the commissioner is satisfied that the capital funds 
        are available and the commissioner may accept any reasonable 
        demonstration including subscription agreements supported by 
        current financial statements; and 
           (5) any other facts and circumstances that the commissioner 
        considers proper. 
           The commissioner shall deny an application that does not 
        satisfy the requirements of this subdivision. 
           Sec. 16.  [48A.03] [CAPITAL AND SURPLUS REQUIREMENTS OF 
        TRUST COMPANIES.] 
           Subdivision 1.  [REQUIRED AMOUNT.] The capital of a trust 
        company organized under this chapter must be not less than 
        $500,000.  The trust company must also provide a surplus of at 
        least 20 percent of its capital in addition to the capital 
        amounts required by this section.  The capital or the surplus 
        must not be reduced without the approval of the commissioner of 
        commerce.  In the case of a trust company organized as a limited 
        liability company, "capital and surplus" is considered the 
        "contribution" of its members reflected in the required records 
        of a limited liability company. 
           Subd. 2.  [REQUIRED INVESTMENT.] No trust company shall 
        transact business until all of its authorized capital stock and 
        required surplus has been paid in, in cash, and at least 25 
        percent of the capital has been invested in one or more of the 
        first, second, third, and fourth classes of authorized 
        securities and railroad bonds, as described by section 48.37, 
        and also in the farm loan bonds issued by the federal land 
        banks, federal intermediate credit banks, and the banks for 
        cooperatives.  These investments must be assigned and 
        transferred to and deposited with the state treasurer, provided, 
        however, that no trust company shall be required to deposit 
        securities in excess of $1,000,000.  The state treasurer shall 
        submit the securities deposited according to this subdivision to 
        the commissioner.  The commissioner shall carefully examine the 
        securities offered for deposit and determine if they comply with 
        all applicable provisions of law.  Upon receipt of an order of 
        the commissioner, the state treasurer shall issue a receipt.  
        This deposit must be maintained unimpaired as a guaranty fund 
        for depositors and creditors and for the faithful discharge of 
        the trust company's duties, with the right to collect the income 
        from it and to substitute other similar authorized securities, 
        of equal amount and value, upon approval and order of the 
        commissioner. 
           If the securities comply with the law, the commissioner 
        shall issue a certificate of authorization for the trust company 
        to begin business. 
           Subd. 3.  [REDUCTION OF CAPITAL STOCK.] The capital stock 
        of a trust company may be reduced with the approval of the 
        commissioner, but not below the minimum amounts in this 
        section.  A trust company shall not return assets to the 
        stockholders unless its deposits of authorized securities after 
        the return equal one-fourth of the reduced capital, which in no 
        event may be less than $125,000.  The liability of a stockholder 
        or participant upon an existing contract is not affected by the 
        return of assets. 
           Subd. 4.  [REQUIREMENTS FOR CONSOLIDATED COMPANIES.] When 
        two or more trust companies have been or are consolidated under 
        sections 49.34 to 49.41, or, in the case of a limited liability 
        company, sections 322B.70 to 322B.75, the capital of the 
        consolidated trust company is considered substituted for the 
        capital of the several trust companies entering into the 
        consolidation, and the aggregate of the securities of these 
        trust companies on deposit with the state treasurer, according 
        to this section, must be increased or diminished accordingly.  
           Subd. 5.  [REQUIREMENTS FOR LIMITED PURPOSE COMPANIES.] A 
        company may also be organized, with its principal place of 
        business in the state, with a capital of not less than $10,000, 
        to be paid in cash, of which 50 percent must be invested in 
        authorized securities and deposited with the state treasurer, as 
        provided in this section.  The powers and business of the 
        company must be to act as assignee under an assignment for the 
        benefit of creditors, or be appointed and act as a trustee or 
        receiver, as a guardian, as executor of a will, or administrator 
        of an estate.  The company may accept and perform any other 
        lawful trust over which a state or federal court has 
        jurisdiction.  The company, before entering upon the duties of 
        its trust, shall give a surety bond in the sum the court 
        directs, with sufficient surety, conditioned for the faithful 
        performance of its duties.  The business of a company is limited 
        to the matters in this subdivision.  A company with a capital 
        stock of less than $10,000 shall not use the word "trust" in the 
        title or name of the company. 
           Sec. 17.  [48A.04] [CERTAIN TRUST COMPANIES MAY ASSUME 
        POWERS OF STATE BANKS.] 
           Subdivision 1.  [AUTHORITY.] Upon complying with the terms 
        of this section, a trust company organized under section 300.025 
        has all the powers and privileges of a state bank not otherwise 
        granted to trust companies and is subject to and must comply 
        with all the laws of this state applicable to state banks. 
           Subd. 2.  [APPLICATION.] In considering the application of 
        a trust company to assume the powers of a state bank, the 
        department shall proceed in the same manner and be governed by 
        the same laws that are applicable to applications for charters 
        for new state banks. 
           Subd. 3.  [CERTIFICATES TO BE AMENDED.] In order to 
        exercise the powers granted under this subdivision, the trust 
        company shall amend its certificate of incorporation to include 
        the additional powers of a state banking corporation.  This 
        amendment may include the change of the corporate name of the 
        trust company.  The trust company shall display in its place of 
        business the certificate of the authorization issued by the 
        commissioner of commerce. 
           Amendments to the certificate of incorporation must be made 
        under section 300.45.  Before becoming effective, these 
        amendments must be approved by the department and the approval 
        must be endorsed upon the certificate of amendment. 
           Subd. 4.  [TRUST COMPANIES TO COMPLY WITH CERTAIN LAWS.] No 
        trust company of this state shall conduct a banking business, as 
        defined in section 47.02, exercising deposit taking powers, 
        without complying with the reserve requirements of section 
        48.221. 
           Sec. 18.  [48A.05] [NATIONAL ASSOCIATIONS; POWERS.] 
           The commissioner of commerce may authorize trust companies 
        organized under the laws of this state to engage in trust 
        activity in which banks exercising trust powers subject to the 
        jurisdiction of the federal government may be authorized to 
        engage.  The commissioner may not authorize trust companies to 
        engage in an activity prohibited by the laws of this state. 
           Sec. 19.  [48A.06] [PROHIBITED DEALINGS AND INDEBTEDNESS.] 
           (a) A trust company shall not engage in banking, 
        mercantile, manufacturing, or other business, unless this 
        business is expressly authorized in this chapter. 
           (b) A trust company shall not lend its funds, money, 
        capital, trust funds, or other property to a director, officer, 
        agent, or employee. 
           (c) A director, officer, agent, or employee of a trust 
        company shall not become indebted to it by means of an 
        overdraft, promissory note, account, endorsement, guaranty, or 
        any other contract.  A director, officer, agent, or employee who 
        violates this paragraph is guilty of theft of the amount of the 
        indebtedness from the time of its creation. 
               FIDUCIARY PROVISIONS OF BANKS AND TRUST COMPANIES 
           Sec. 20.  [48A.07] [TRUST COMPANY OR BANK; SPECIAL POWERS 
        AND DUTIES AS FIDUCIARY.] 
           Subdivision 1.  [QUALIFYING ORGANIZATIONS.] A trust 
        company, or bank that holds a certificate as provided in section 
        48.37, may exercise the powers and privileges set forth in this 
        section. 
           Subd. 2.  [TAKING AND HOLDING REAL AND PERSONAL PROPERTY IN 
        TRUST.] (a) The bank or trust company may take and hold in trust 
        any real or personal property, wherever situated, by order, 
        judgment, or decree of a court, or by gift, grant, assignment, 
        transfer, devise, legacy, or bequest from, or by lawful contract 
        with, a public or private corporation or an individual or 
        copartnership.  It may manage this real or personal property 
        upon the terms and conditions declared or imposed.  
           (b) The bank or trust company may act as agent for the 
        signatures, countersignatures, registration, transfer, or 
        redemption of certificates of stock, bonds, coupons, or other 
        evidences of indebtedness. 
           (c) The bank or trust company may act as trustee under 
        mortgages in the form of trust deeds. 
           (d) The bank or trust company may act as general or special 
        agent or attorney in fact in the acquisition, management, sale, 
        assignment, transfer, encumbrance, conveyance, or other 
        disposition of real or personal property, in the collection of 
        rents, payment of taxes, and generally as the representative of 
        a person, corporation, or copartnership.  
           (e) The bank or trust company may guarantee the title to 
        securities sold and transferred by it. 
           Subd. 3.  [TAKING AND HOLDING DEPOSITS.] The bank or trust 
        company may take and hold on deposit or for safekeeping, money, 
        bonds, stocks, or other securities, or personal property, that:  
        (1) is given to it by a public officer or a trustee or other 
        legal representative or a public or private corporation or a 
        person; or (2) is authorized, ordered, or otherwise required by 
        law to be deposited in a safe depository or paid into any court 
        of record.  If a court orders the deposit, and the depositor 
        takes the receipt of the bank or trust company for it, the 
        depositor and the depositor's sureties are relieved from 
        liability on the deposits while they are held by the bank or 
        trust company.  With respect to trust companies only, deposits 
        do not include checking or savings accounts, certificates of 
        deposit, or other liabilities not relating to its fiduciary 
        activities, except as may be authorized by sections 47.23 and 
        48A.04. 
           Subd. 4.  [ACCEPTING AND PERFORMING ASSIGNMENTS OR TRUSTS.] 
        The bank or trust company may act as assignee under an 
        assignment for the benefit of creditors, or be appointed as a 
        trustee, receiver, guardian, executor, or administrator, and may 
        accept and perform any other lawful trust conferred by a court 
        or by a corporation or individual.  No oath or security is 
        required of a bank or trust company accepting or performing a 
        trust under this subdivision. 
           Subd. 5.  [COURT-ORDERED DEPOSIT OF SECURITIES.] The judge 
        or court having jurisdiction may direct an executor, 
        administrator, guardian, assignee, receiver, or other trustee to 
        deposit with the bank or trust company any securities belonging 
        to the trust subject to the order of the trustee when 
        countersigned by the judge of the court.  The court may fix the 
        security to be given by the trustee with reference only to the 
        remainder of the trust estate.  Securities may not be withdrawn 
        and no part of the principal or interest of the securities may 
        be collected without a court order.  However, an officer of the 
        bank or trust company, upon satisfactory proof that additional 
        security has been furnished by the trustee or that the estate or 
        fund has been so reduced that the deposit is no longer required, 
        may withdraw securities or collect the principal of or interest 
        on the securities. 
           Subd. 6.  [INVESTMENT AUTHORITY.] (a) The bank or trust 
        company may, in its discretion, retain and continue an 
        investment and security or securities coming into its possession 
        in a fiduciary capacity. 
           (b) In the absence of an express prohibition in the trust 
        instrument, the trustee may acquire and retain securities of an 
        open-end or closed-end management company or unit investment 
        trust registered under the federal Investment Company Act of 
        1940.  The fact that the banking institution or an affiliate of 
        the banking institution, is providing services to the investment 
        company or trust as investment advisor, sponsor, broker, 
        distributor, custodian, transfer agent, registrar, or otherwise, 
        and receiving compensation for the services does not preclude 
        the trustee from investing in the securities of that investment 
        company or trust.  The banking institution shall disclose to all 
        current income beneficiaries of the trust the rate, formula, and 
        method of the compensation.  This paragraph does not alter the 
        degree of care and judgment required of trustees by section 
        501B.151. 
           (c) Except as otherwise provided in this subdivision, a 
        bank or trust company shall invest an amount not less than $500 
        received by it as representative or trustee or by order of the 
        court, not required for the purposes of the trust and not to be 
        accounted for within one year, as provided in this subdivision, 
        in authorized securities then held by it or specially procured 
        by it.  Except as may be otherwise provided in the governing 
        will, trust agreement, court order, or other instrument, any 
        amount in any one trust account, may be invested in certificates 
        of deposit or savings accounts in the same bank, or any other 
        bank or banks if the certificates of deposit or savings accounts 
        are fully insured by the Federal Deposit Insurance Corporation 
        and receive the prevailing rate of interest on the certificates 
        or savings accounts. 
           (d) Where funds are invested in authorized securities, as 
        defined by law, the provisions of section 48.24 limiting the 
        amount of liability of a person, corporation, or copartnership, 
        with reference to a percentage of the capital and surplus of the 
        bank, does not apply. 
           (e) A bank or trust company may invest all money received 
        by it in trust in authorized securities.  It is responsible to 
        the owner or cestui que trust for the validity, regularity, 
        quality, value, and genuineness of these investments and 
        securities at the time they are made.  It is also responsible to 
        the owner or cestui que trust for the safekeeping of these 
        securities and evidences of them.  When special directions are 
        given in an order, judgment, decree, will, or other written 
        instrument as to the particular manner or the particular class 
        or kind of securities or property in which an investment must be 
        made, the bank or trust company must follow these directions and 
        is not responsible for the performance of the trust.  In all 
        other cases it may invest funds held in any trust capacity in 
        authorized securities using its best judgment in the selection 
        of them, and is responsible for the validity, regularity, 
        quality, and value of them at the time made, and for their 
        safekeeping.  
           (f) As the sole trustee or one of two or more cotrustees, 
        it may invest in fractional parts of, as well as in whole, 
        securities, or may commingle funds for investment.  If it 
        invests in fractional parts of securities or commingles funds 
        for investment, all of the fractional parts of the securities, 
        or the whole of the funds so commingled must be owned and held 
        by the bank or trust company in its several trust capacities.  
        The bank or trust company is liable for the administration of 
        these trusts in all respects as though separately invested.  Not 
        more than $100,000, at the cost price of the investments, may be 
        invested for any one trust at any one time in fractional parts 
        or as commingled funds for investment by a bank or trust company 
        having capital and surplus of less than $500,000, unless the 
        authority to invest in fractional parts or as commingled funds 
        is given in the order, judgment, decree, will, or other written 
        instrument governing the trust.  Funds so commingled for 
        investment must be designated collectively as a common trust 
        fund.  The trust company or bank shall maintain the common trust 
        fund in conformity with the rules and regulations prevailing 
        from time to time of the federal governmental agency that 
        regulates the collective investment of trust funds by national 
        banks.  It may, in its discretion, retain and continue an 
        investment and security or securities coming into its possession 
        in any fiduciary capacity.  Paragraphs (a) to (f) apply whether 
        a corporate trustee is acting alone or with an individual 
        cotrustee. 
           (g) Notwithstanding the provisions of paragraph (f), a bank 
        or trust company may: 
           (1) establish and maintain common trust funds for the 
        collective investment of funds held in a fiduciary capacity by 
        it or by another bank or trust company that is owned or 
        controlled by a corporation that owns or controls the bank or 
        trust company; and 
           (2) as a fiduciary or cofiduciary, invest funds that it 
        holds for investment in common trust funds established and 
        maintained according to clause (1) if the investment is not 
        prohibited by the instrument, judgment, decree, or order 
        creating the fiduciary relationship.  This section applies to 
        fiduciary relationships now in existence or hereafter created. 
           To the extent not inconsistent with this paragraph, the 
        provisions of paragraph (f) relating to common trust funds apply 
        to the establishment and maintenance of common trust funds under 
        this paragraph. 
           (h) A bank or trust company is entitled to reasonable 
        compensation for the faithful performance of its duties and 
        discharge of its trust, including all necessary expenses and 
        interest at the legal rate, or the amount that has been or may 
        be agreed upon by the parties.  No compensation or commission 
        paid or agreed to be paid by it for the negotiation of a loan, 
        or the execution of a trust, is considered interest within the 
        meaning of the law, and no excess over the legal rate of 
        interest is considered usury. 
           Sec. 21.  [48A.08] [INCIDENTAL INVESTMENTS, POWERS, AND 
        LIMITATIONS.] 
           Subdivision 1.  [QUALIFYING ORGANIZATION.] A trust company, 
        or a bank that holds a certificate as provided in section 48.37, 
        may exercise the powers and privileges set forth in this section.
           Subd. 2.  [INVESTMENT POWERS.] (a) The bank or trust 
        company may acquire, use, and improve, and for that purpose 
        mortgage, lease, sell, and convey, real and personal property 
        that is necessary for the transaction of its business.  
           (b) The bank or trust company may sell or continue to hold 
        and use for its interests or those of the estate or trust to 
        which it belongs an estate or interest in real estate that the 
        bank or trust company acquires through foreclosure of a 
        mortgage, trust deed, or other security, or by the settlement of 
        an obligation or otherwise in the course of its business. 
           (c) The bank or trust company may become the purchaser at a 
        foreclosure or judicial sale to which it is a party as trustee 
        or otherwise. 
           (d) The bank or trust company may accept or make a deed, 
        mortgage, or other instrument necessary for the transaction of 
        its business.  It may loan money and secure the loans by 
        mortgage, trust deed or pledge, and/or purchase.  It may sell 
        and assign notes, bonds, mortgages, and other evidences of 
        indebtedness, and securities, and convert them into cash or into 
        other authorized securities, or securities and property not 
        expressly prohibited by this chapter.  
           (e) The investment of funds owned by the trust company, as 
        distinguished from funds held by it in trust, are restricted to 
        authorized securities.  
           (f) The bank or trust company may guarantee a title to 
        securities sold and transferred by it. 
           (g) The bank or trust company may become sole surety upon a 
        bond.  For trust companies organized after April 10, 1965, the 
        bond must pertain to its own fiduciary activities. 
           (h) The bank or trust company may maintain and operate safe 
        deposit vaults. 
           (i) The bank or trust company shall not invest its capital 
        or surplus in real estate except as authorized.  It shall not 
        invest deposits, trust funds, or property except as authorized, 
        or under or by virtue of an express contract, judgment, or other 
        instrument conferring or imposing special power and authority so 
        to do. 
           Subd. 3.  [POWERS OF COURT; ANNUAL REPORT TO THE 
        COURT.] The bank or trust company is subject at all times to the 
        orders, judgments, and decrees of a court of record from which 
        it has accepted a trust, appointment, or commission as to the 
        trust.  It shall provide to the court itemized and verified 
        accounts, statements, and reports required by law, or as the 
        court orders as to a particular trust.  The bank or trust 
        company is subject to the general jurisdiction and authority of 
        the district court of the county of its principal place of 
        business. 
           Sec. 22.  [48A.09] [DEFINITIONS.] 
           Subdivision 1.  [TERMS.] For purposes of this section and 
        section 48A.10, the terms defined in this section have the 
        meanings given them. 
           Subd. 2.  [AFFILIATED BANK.] "Affiliated bank," with 
        respect to another bank or a trust company, means a bank that is 
        owned or controlled by the corporation that owns or controls 
        that other bank or trust company, including a wholly owned 
        subsidiary of the other bank or trust company. 
           Subd. 3.  [BANK.] "Bank" means a state bank permitted to 
        exercise trust powers under sections 48.37 to 48.47, and a 
        national bank authorized to exercise fiduciary powers under the 
        laws of the United States, including a national bank whose 
        operations are limited to those of a trust company and related 
        activities. 
           Subd. 4.  [FIDUCIARY CAPACITY.] "Fiduciary capacity" means 
        a capacity resulting from a bank undertaking to act alone or 
        jointly with others primarily for the benefit of another in all 
        matters connected with its undertaking.  The term includes, but 
        is not limited to, the capacities of trustee, including trustee 
        of a common trust fund; executor; administrator; personal 
        representative; registrar or transfer agent with respect to 
        stocks, bonds, or other evidences of indebtedness of a 
        corporation, association, municipality, state or public 
        authority; guardian of estates; conservator; receiver; escrow 
        agent; agent for the investment of money; attorney-in-fact; or 
        any other similar capacity.  
           Subd. 5.  [TRUST COMPANY.] "Trust company" means a trust 
        company incorporated under the laws of this state that is duly 
        authorized to exercise fiduciary powers. 
           Sec. 23.  [48A.10] [SUBSTITUTION; PROCEDURE.] 
           Subdivision 1.  [APPLICATION.] A bank or trust company may 
        file an application with the district court in the county in 
        which an affiliated bank or other bank or trust company for 
        which it seeks to be substituted is located requesting that it 
        be substituted, except as is expressly excluded in the 
        application, in every fiduciary capacity held by the affiliated 
        bank or other bank or trust company that is specified in the 
        application.  The affiliated bank or other bank or trust company 
        for which substitution is sought shall join in the application.  
        The application need not list the fiduciary capacities in which 
        substitution is requested. 
           Subd. 2.  [HEARING NOTICE.] When the application is filed 
        with the district court, the court shall set a date and time for 
        hearing and direct that notice of the hearing be given as 
        provided in this subdivision.  The applicant shall cause a copy 
        of the notice to be published at least once a week for two 
        consecutive weeks in a legal newspaper in the county where the 
        hearing is to be held, the last publication of which is to be at 
        least ten days before the time set for the hearing.  The court 
        may require additional notice as it considers necessary.  A 
        defect in giving notice does not limit or affect the validity of 
        an order entered according to this section.  
           Subd. 3.  [ORDER.] Upon finding that the applicant is 
        authorized to exercise fiduciary powers, the district court 
        shall enter an order substituting the applicant bank or trust 
        company in every fiduciary capacity held by the affiliated bank 
        or other bank or trust company for which substitution is sought 
        and which joined in the application, except as may be otherwise 
        specified in the application, and except for fiduciary 
        capacities in any account with respect to which a person 
        beneficially interested in the account has filed objection to 
        the substitution and has appeared and been heard in support of 
        the objection.  Upon entry of the order, or at a later date as 
        may be specified in the order, the applicant bank or trust 
        company is substituted in every fiduciary capacity to which the 
        order extends.  The substitution may be made a matter of record 
        in any county of this state by filing a certified copy of the 
        order of substitution in the office of the court administrator 
        of a district or county court, or by filing a certified copy of 
        the order in the office of the county recorder. 
           Subd. 4.  [EFFECT OF SUBSTITUTION.] A designation in a will 
        or other instrument of an affiliated bank as fiduciary is 
        considered a designation of the bank or trust company 
        substituted for the affiliated bank according to this section 
        except where the will or other instrument is executed after the 
        substitution and expressly provides that this section does not 
        apply.  Except as otherwise provided in this subdivision, a 
        grant in a will or other instrument of a discretionary power is 
        considered conferred upon the bank or trust company substituted 
        as the fiduciary according to this section. 
           Subd. 5.  [ACCOUNTING AND TRANSFER OF ASSETS.] An 
        affiliated bank or other bank or trust company shall account 
        jointly with the substituted bank or trust company for the 
        accounting period during which the substitution occurred.  Upon 
        substitution according to this section, the affiliated bank or 
        other bank or trust company shall deliver to the substituted 
        bank or trust company all assets held by the affiliated bank or 
        other bank or trust company as fiduciary, except assets held for 
        fiduciary accounts with respect to which no substitution occurs. 
        Upon substitution, all assets become the property of the 
        substituted bank or trust company without the necessity of any 
        instrument of transfer or conveyance. 
           Subd. 6.  [TRANSFER OF TRUSTS TO COMPANY; CONDITION.] The 
        trustees of an estate or property may surrender and resign the 
        trust in favor of the trust company that will accept the trust 
        and convey and deliver to it all property and assets of the 
        trust, upon condition that the grantor, cestui que trust, and 
        all parties in any manner interested in the execution and 
        performance of the trust shall execute, acknowledge, and deliver 
        an instrument in writing, consenting to the transfer, releasing 
        and discharging the original trustee, and appointing the trust 
        company as successor.  If either party to the original trust is 
        dead or does not join in the written consent, or if the original 
        trust was created under a last will or an order or decree of a 
        court of record, then the transfer is not valid except after 
        full compliance with the judgment or decree of a court having 
        jurisdiction to remove the acting trustee. 
           Subd. 7.  [TRUST FUNDS; INVESTMENT OF ACCUMULATIONS.] A 
        bank or trust company that receives $500 or more as executor, 
        administrator, guardian, or other trustee, or by order of court, 
        that is not required for the purposes of the trust, or does not 
        have to be accounted for within one year, shall invest it as 
        soon as practicable in authorized securities either then held by 
        it or specially obtained by it.  The income, less its proper 
        charges, becomes part of the trust estate.  The net 
        accumulations on the income must be invested, accounted for, and 
        allowed in the settlement of the trust. 
           Except as may be otherwise provided in the governing will, 
        trust agreement, court order, or other instrument, any amount in 
        a trust account may be invested in certificates of deposit, 
        share certificates, or savings accounts in a bank or banks, or 
        credit union, if the beneficial owner is a member, if the 
        certificates of deposit, share certificates, or savings accounts 
        are fully insured by an agency of the federal government 
        insuring deposits and receive the prevailing rate of interest on 
        the certificates or savings accounts. 
           Sec. 24.  [48A.11] [NATIONAL BANKS AS FIDUCIARIES.] 
           A national bank in this state granted a special permit to 
        act in a fiduciary capacity by either the Federal Reserve Board 
        under subsection K of section 11 of the Federal Reserve Act, as 
        amended by the act of September 26, 1918, or the Office of the 
        Comptroller of the Currency under the provisions of United 
        States Code, title 12, section 92a, may without oath or security 
        assign, transfer to, and deposit with the commissioner, the 
        kinds and amounts of authorized securities required by section 
        48A.03 of a bank or trust company in a city in which the 
        national bank is located.  If the national bank has a capital of 
        $500,000 or more, it is not required to deposit these securities 
        for more than the lesser of ten percent of this capital or 
        $1,000,000.  The securities so deposited must be held and 
        maintained as a guaranty fund for the national bank for the 
        performance of its duties in this fiduciary capacity.  
           When a national bank has complied with section 48A.03, no 
        oath or security is required of it to accept and perform the 
        trust, as provided in section 48A.07, subdivision 4. 
           For purposes of this section, "bank" and "trust company" 
        have the meanings given in section 48A.09. 
                           TRUST INSTITUTION OFFICES 
           Sec. 25.  [48A.12] [DEFINITIONS.] 
           Subdivision 1.  [TERMS.] For purposes of sections 48A.12 to 
        48A.25, the following words and phrases have the meanings given 
        them: 
           Subd. 2.  [ACCOUNT.] "Account" means the client 
        relationship established with a trust company involving the 
        transfer of funds or property to the trust company, including a 
        relationship in which the trust company acts as trustee, 
        executor, administrator, guardian, custodian, conservator, 
        bailee, receiver, registrar, or agent, but excluding a 
        relationship in which the trust company acts solely in an 
        advisory capacity. 
           Subd. 3.  [ADMINISTER.] "Administer" with respect to real 
        or tangible personal property means, as an agent or in another 
        representative capacity, to possess, purchase, sell, lease or 
        insure, safekeep, or otherwise manage the property. 
           Subd. 4.  [AFFILIATE.] "Affiliate" means a company that 
        directly or indirectly controls, is controlled by, or is under 
        common control with a trust institution or other company. 
           Subd. 5.  [BANK.] "Bank" has the meaning given the term in 
        United States Code, title 12, section 1813(h).  The term "bank" 
        does not include a "foreign bank" as defined in United States 
        Code, title 12, section 3101(7), except for a foreign bank 
        organized under the laws of a territory of the United States, 
        Puerto Rico, Guam, American Samoa, or the Virgin Islands, the 
        deposits of which are insured by the Federal Deposit Insurance 
        Corporation. 
           Subd. 6.  [BANK SUPERVISORY AGENCY.] "Bank supervisory 
        agency" means: 
           (1) an agency of another state with primary responsibility 
        for chartering and supervising a trust institution; and 
           (2) the Office of the Comptroller of the Currency, the 
        Federal Deposit Insurance Corporation, the Board of Governors of 
        the Federal Reserve System, the Office of Thrift Supervision, 
        and any successor to these agencies. 
           Subd. 7.  [BRANCH.] "Branch," with respect to a trust 
        company or depository institution, has the meaning given in 
        section 48A.17 and in sections 47.51 and 49.411, subdivision 2, 
        paragraph (d). 
           Subd. 8.  [CHARTER.] "Charter" means a charter, license, or 
        other authority issued by the commissioner or a bank supervisory 
        agency authorizing a trust institution to act as a fiduciary in 
        its home state. 
           Subd. 9.  [CLIENT.] "Client" means a person to whom a trust 
        institution owes a duty or obligation under a trust or other 
        account administered by the trust institution or as an advisor 
        or agent, regardless of whether the trust institution owes a 
        fiduciary duty to the person.  The term includes the 
        noncontingent beneficiaries of an account. 
           Subd. 10.  [COMMISSIONER.] "Commissioner" means the 
        commissioner of commerce and, where appropriate, all of the 
        commissioner's successors and predecessors in office. 
           Subd. 11.  [COMPANY.] "Company" includes a bank, trust 
        company, corporation, limited liability company, partnership, 
        association, business trust, or another trust. 
           Subd. 12.  [DEPARTMENT.] "Department" means the Minnesota 
        commerce department. 
           Subd. 13.  [FIDUCIARY RECORD.] "Fiduciary record" means a 
        matter written, transcribed, recorded, received, or otherwise in 
        the possession or control of a trust company, whether in 
        physical, electromagnetic, or optical disk form, that is 
        necessary to preserve information concerning an act or event 
        relevant to an account or a client of a trust company. 
           Subd. 14.  [HOME STATE.] "Home state" means: 
           (1) with respect to a federally chartered trust 
        institution, the state in which the institution maintains its 
        principal office; and 
           (2) with respect to any other trust institution, the state 
        that chartered the institution. 
           Subd. 15.  [HOME STATE REGULATOR.] "Home state regulator" 
        means the bank supervisory agency with primary responsibility 
        for chartering and supervising an out-of-state trust institution.
           Subd. 16.  [HOST STATE.] "Host state" means a state, other 
        than the home state of a trust institution, in which the trust 
        institution maintains or seeks to acquire or establish an office.
           Subd. 17.  [NEW TRUST OFFICE.] "New trust office" means a 
        trust office located in a host state that: 
           (1) is originally established by the trust institution as a 
        trust office; and 
           (2) does not become a trust office of the trust institution 
        as a result of: 
           (i) the acquisition of another trust institution or trust 
        office of another trust institution; or 
           (ii) a merger, consolidation, or conversion involving the 
        trust institution or trust office. 
           Subd. 18.  [OFFICE.] "Office," with respect to a trust 
        institution, means the principal office, a trust office, or a 
        representative trust office, but not a detached facility. 
           Subd. 19.  [OUT-OF-STATE BANK.] "Out-of-state bank" means a 
        bank chartered to act as a fiduciary in a state or states other 
        than this state. 
           Subd. 20.  [OUT-OF-STATE TRUST COMPANY.] "Out-of-state 
        trust company" means a trust company that is not a state trust 
        company whose principal office is not located in this state. 
           Subd. 21.  [OUT-OF-STATE TRUST INSTITUTION.] "Out-of-state 
        trust institution" means a trust institution that is not a state 
        trust institution. 
           Subd. 22.  [PRINCIPAL OFFICE.] "Principal office" with 
        respect to: 
           (1) a state trust company, means a location registered with 
        the commissioner as the state trust company's home office at 
        which: 
           (i) the state trust company does business; 
           (ii) the state trust company keeps its corporate books and 
        a set of its material records, including material fiduciary 
        records; and 
           (iii) at least one executive officer of the state trust 
        company maintains an office; or 
           (2) a trust institution other than a state trust company, 
        means its principal place of business in the United States. 
           Subd. 23.  [REGISTRATION.] "Registration" means the process 
        by which a trust institution has been authorized by the 
        commissioner to acquire, establish, or maintain a representative 
        trust office in this state. 
           Subd. 24.  [REPRESENTATIVE TRUST OFFICE.] "Representative 
        trust office" means an office at which a trust institution has 
        been authorized by the commissioner to engage in a trust 
        business other than: 
           (1) accepting or executing trusts, including to: 
           (i) act as trustee under a written agreement; 
           (ii) receive money or other property in its capacity as a 
        trustee for investment in real or personal property; 
           (iii) act as trustee and perform the fiduciary duties 
        committed or transferred to it by order of court of competent 
        jurisdiction; 
           (iv) act as trustee of the estate of a deceased person; or 
           (v) act as trustee for a minor or incapacitated person; 
           (2) administering in any other fiduciary capacity real or 
        personal property; or 
           (3) acting according to order of court of competent 
        jurisdiction as executor or administrator of the estate of a 
        deceased person or as a guardian or conservator for a minor or 
        incapacitated person.  
           Subd. 25.  [STATE.] "State" means a state of the United 
        States, the District of Columbia, a territory of the United 
        States, Puerto Rico, Guam, American Samoa, the Trust Territory 
        of the Pacific Islands, the Virgin Islands, and the Northern 
        Mariana Islands. 
           Subd. 26.  [STATE BANK AND TRUST.] "State bank and trust" 
        means a bank chartered by this state with the additional 
        authority to exercise fiduciary powers and privileges set out in 
        sections 48A.07 and 48A.08. 
           Subd. 27.  [STATE TRUST COMPANY.] "State trust company" 
        means a corporation or a limited liability trust company 
        organized or reorganized under this chapter, including a trust 
        company organized under the laws of this state before the 
        effective date of this chapter. 
           Subd. 28.  [STATE TRUST INSTITUTION.] "State trust 
        institution" means a trust institution chartered by the state. 
           Subd. 29.  [TRUST BUSINESS.] "Trust business" means the 
        holding out by a person to the public by advertising, 
        solicitation, or other means that the person is available to 
        perform any service of a trust institution.  
           Subd. 30.  [TRUST COMPANY.] "Trust company" means a state 
        trust company or other company chartered to act as a fiduciary 
        that is not a depository institution or a foreign bank. 
           Subd. 31.  [TRUST INSTITUTION.] "Trust institution" means a 
        bank and trust, or trust company. 
           Subd. 32.  [TRUST OFFICE.] "Trust office" means an office, 
        other than the principal office, at which a trust institution is 
        authorized by the commissioner to conduct any trust business 
        incidental to the trust business that it is permitted to conduct 
        at its principal office or branch.  It may not accept deposits 
        except as incidental to the trust business. 
           Subd. 33.  [UNAUTHORIZED ACTIVITY.] "Unauthorized activity" 
        means: 
           (1) a company, other than one identified in section 48.37, 
        48A.01, or 48A.11, acting as a fiduciary within this state; 
           (2) a company engaging in a trust business in this state at 
        an office of the company that is not its principal office, if it 
        is a state trust institution, or that is not a trust office or a 
        representative trust office of the company; or 
           (3) an out-of-state trust institution engaging in a trust 
        business in this state at any time an order issued by the 
        commissioner under section 48A.22 is in effect. 
           Sec. 26.  [48A.13] [STATE TRUST COMPANY PRINCIPAL OFFICE.] 
           Subdivision 1.  [REQUIREMENT.] A state trust company must 
        have and continuously maintain a principal office in this state. 
           Subd. 2.  [SERVICE OF PROCESS.] Each executive officer at 
        the principal office is an agent of the state trust company for 
        service of process. 
           Subd. 3.  [NOTICE OF CHANGE.] A state trust company not 
        authorized to engage in the business of banking may change its 
        principal office to a location within this state by filing a 
        written notice with the commissioner setting forth the name of 
        the state trust company, the street address of its principal 
        office before the change, the street address to which the 
        principal office is to be changed, and a copy of the resolution 
        adopted by the board authorizing the change. 
           The change of principal office takes effect on the 31st day 
        after the date the commissioner receives the notice under this 
        subdivision, unless the commissioner establishes an earlier or 
        later date or unless before that day the commissioner notifies 
        the state trust company that it must establish to the 
        satisfaction of the commissioner that the relocation is 
        consistent with the original determination made under section 
        48A.02, for the establishment of a state trust company at that 
        location, in which event the change of principal office takes 
        effect when approved by the commissioner. 
           Sec. 27.  [48A.14] [STATE TRUST INSTITUTIONS; 
        REPRESENTATIVE TRUST OFFICES.] 
           Subdivision 1.  [AUTHORITY.] (a) A state trust institution 
        may establish or acquire and maintain representative trust 
        offices anywhere in this state.  A state trust institution may 
        establish or acquire and maintain the office by filing a written 
        notice with the commissioner setting forth the name of the state 
        trust institution and the location of the proposed additional 
        office, together with a copy of the resolution adopted by the 
        board authorizing the additional office, and a filing fee of 
        $250. 
           (b) The state trust institution may begin business at the 
        additional office on the 31st day after the date the 
        commissioner receives the notice, unless the commissioner 
        specifies an earlier or later date. 
           Subd. 2.  [REVIEW BY COMMISSIONER.] The 30-day period of 
        review may be extended by the commissioner on a determination 
        that the written notice raises issues that require additional 
        information or additional time for analysis.  If the period of 
        review is extended, the state trust institution may establish 
        the additional office only on prior written approval by the 
        commissioner. 
           Subd. 3.  [DISAPPROVAL.] The commissioner may deny approval 
        of the additional office if the commissioner finds that the 
        state trust institution lacks sufficient financial resources to 
        undertake the proposed expansion without adversely affecting its 
        safety or soundness or that the proposed office would be 
        contrary to the public interest. 
           Sec. 28.  [48A.15] [STATE BANKS AND TRUST COMPANIES; TRUST 
        SERVICE OFFICES.] 
           Subdivision 1.  [AUTHORIZATION.] A trust company organized 
        under the laws of this state or a state bank and trust may, 
        after completing the notification procedure required by this 
        subdivision, establish and maintain a trust service office at 
        any office in this state of any other state or national bank.  A 
        state bank may, after completing the notification procedure 
        required by this subdivision, permit a trust company organized 
        under the laws of this state or a state bank and trust or a 
        national bank in this state that is authorized to exercise trust 
        powers to establish and maintain a trust service office at any 
        of its banking offices. 
           The trust company or state bank and trust and a state bank 
        at which a trust service office is to be established according 
        to this section shall jointly file, on forms provided by the 
        commissioner, a notification of intent to establish a trust 
        service office.  The notification must be accompanied by a 
        filing fee of $100 payable to the commissioner, to be deposited 
        in the general fund of the state.  No trust service office shall 
        be established according to this section if disallowed by order 
        of the commissioner within 45 days of the filing of a complete 
        and acceptable notification of intent to establish a trust 
        service office.  An order of the commissioner to disallow the 
        establishment of a trust service office under this section is 
        subject to judicial review under sections 14.63 to 14.69. 
           Subd. 2.  [SERVICES PERMITTED.] The trust company or bank 
        and trust that establishes a trust service office under this 
        section may conduct at the office any trust business and 
        business incidental to the trust business that it is permitted 
        to conduct at its principal office.  It may not accept deposits 
        except as incidental to the trust business. 
           Subd. 3.  [GENERAL REQUIREMENTS FOR BANKS.] (a) If the bank 
        at which a trust service office is to be established has 
        exercised trust powers, then the trust company or bank and trust 
        that is establishing the trust service office shall enter into 
        an agreement respecting those fiduciary powers to which the 
        trust company or bank and trust shall succeed and shall file the 
        agreement with the commissioner. 
           (b) The trust company or bank and trust that is 
        establishing a trust service office under this section shall 
        publish a notice of the filing in the form prescribed by the 
        commissioner in a newspaper published in the municipality in 
        which the trust service office is to be located, and if there is 
        no such newspaper, then in a qualified newspaper likely to give 
        notice in the municipality in which the proposed trust service 
        office is to be located.  The trust company or bank and trust 
        shall file proof of publication of the notice with the 
        commissioner immediately after the notice is published. 
           (c) After filing and publication, the trust company or bank 
        and trust establishing the trust service office shall, as of the 
        date the office first opens for business, succeed to and be 
        substituted for the bank at which the trust service office is 
        located as to all fiduciary powers, rights, duties, privileges, 
        and liabilities of the bank in its capacity as fiduciary for all 
        estates, trusts, conservatorships, guardianships, and other 
        fiduciary relationships of which the bank is then serving as 
        fiduciary, except as may be otherwise specified in the agreement 
        between the bank and the trust company or bank and trust which 
        has established the trust service office. 
           (d) The trust company or bank and trust that has 
        established the trust service office shall also be considered 
        named as fiduciary in all writings, including, but not limited 
        to, wills, trusts, court orders, and similar documents and 
        instruments, naming the bank at which the trust service office 
        is located signed before the date the trust service office first 
        opens for business, unless expressly negated by the writing or 
        otherwise specified in the agreement between the trust company 
        or bank and trust and the bank at which the trust service office 
        is located. 
           (e) On the effective date of the substitution, the bank at 
        which the trust service office has been established is released 
        and absolved from all fiduciary duties and obligations under the 
        writings and shall discontinue its exercise of trust powers on 
        all matters not specifically retained by the agreement.  This 
        subdivision does not absolve the bank from liabilities arising 
        out of a breach of fiduciary duty or obligation occurring before 
        the date the trust service office first opens for business. 
           (f) This subdivision does not affect the authority, duties, 
        or obligations of a bank with respect to relationships that may 
        be established without trust powers, whether the relationships 
        arise before or after the establishment of the trust service 
        office. 
           Subd. 4.  [SUPERVISION.] A trust company or state bank and 
        trust establishing and operating one or more trust service 
        offices according to this section shall at all times maintain 
        records acceptable to the commissioner regarding transactions 
        originating at the trust service offices and available at its 
        principal office for examination according to sections 46.04 and 
        46.05. 
           Subd. 5.  [NATIONAL BANKS; REQUIREMENTS.] If a trust 
        service office is established by a national bank at the banking 
        office of another national bank, then the agreement respecting 
        fiduciary powers required by subdivision 3 must be filed with 
        the comptroller of the currency of the United States and the 
        notice required by subdivision 3 must be in the form prescribed 
        by the comptroller of the currency. 
           Subd. 6.  [NOTICE OF SUBSTITUTIONS; DENIAL OF 
        SUBSTITUTION.] Not less than 60 days before the effective date 
        of the proposed substitution under subdivision 3 or 5, the 
        parties to the substitution shall send written notice of the 
        proposed substitution to each cofiduciary, each surviving 
        settlor of a trust, each conservatee or ward under a 
        conservatorship or guardianship, each person who alone or in 
        conjunction with others has the power to remove the fiduciary 
        being substituted, and each adult beneficiary currently 
        receiving or entitled to receive a distribution of principal or 
        income from a trust or estate with respect to which the 
        substitution is to be effected.  Intentional failure to send the 
        notice to a party at the party's current address as shown on the 
        fiduciary's records makes the substitution of fiduciaries 
        ineffective with respect to the fiduciary relationship.  An 
        unintentional failure to give notice does not impair the 
        validity or effect of any substitution of fiduciaries under 
        subdivision 3 or 5.  A trust company or bank that is substituted 
        or about to be substituted as fiduciary with respect to a trust, 
        estate, conservatorship, or guardianship under subdivision 3 or 
        5 may be removed as fiduciary, or the substitution may be 
        denied, upon petition by a cofiduciary, by a beneficiary of a 
        trust or estate, by the settlor of a trust, or on behalf of a 
        conservatee or ward under a conservatorship or guardianship if 
        the trust company or bank files a written consent to its removal 
        or a written declination to act, or if the court having 
        jurisdiction over the fiduciary relationship, upon notice and 
        hearing, approves the petition as in the best interests of the 
        petitioner and all other parties interested in the trust, 
        estate, conservatorship, or guardianship.  This section applies 
        in addition to any applicable provision for removal of a 
        fiduciary or appointment of a successor fiduciary in any other 
        statute or in the instrument creating the fiduciary relationship.
           Sec. 29.  [48A.16] [DETACHED FACILITIES.] 
           A state trust institution may establish or acquire and 
        maintain detached facilities for the conduct of any or all of 
        the activities permitted for a trust institution following the 
        procedure and in compliance with sections 47.52 to 47.57. 
           Sec. 30.  [48A.17] [AUTHORITY FOR OUT-OF-STATE TRUST 
        OFFICES; PRIOR WRITTEN NOTICE.] 
           (a) A state trust institution may establish and maintain a 
        new trust office or a representative trust office or acquire and 
        maintain an office in a state other than this state.  The state 
        trust institution shall: 
           (1) file a notice on a form prescribed by the commissioner 
        stating the name of the state trust institution, the location of 
        the proposed office, and whether the laws of the jurisdiction 
        where the office will be located permit the office to be 
        maintained by the state trust institution; 
           (2) furnish a copy of the resolution adopted by the board 
        authorizing the out-of-state office; and 
           (3) pay the filing fee of $250. 
           (b) The state trust institution may begin business at the 
        additional office on the 31st day after the date the 
        commissioner receives the notice, unless the commissioner 
        specifies an earlier or later date. 
           (c) The 30-day period of review may be extended by the 
        commissioner if the written notice raises issues that require 
        additional information or additional time for analysis.  If the 
        period of review is extended, the state trust institution may 
        establish the additional office only on prior written approval 
        by the commissioner. 
           (d) The commissioner may deny approval of the additional 
        office if the commissioner finds that the state trust 
        institution lacks sufficient financial resources to undertake 
        the proposed expansion without adversely affecting its safety or 
        soundness or that the proposed office would be contrary to the 
        public interest.  In acting on the notice, the commissioner 
        shall consider the views of the appropriate bank supervisory 
        agencies. 
           Sec. 31.  [48A.18] [OUT-OF-STATE TRUST INSTITUTION TRUST 
        OFFICES.] 
           Subdivision 1.  [REQUIREMENT.] An out-of-state trust 
        institution may act as a fiduciary in this state or engage in a 
        trust business at an office in this state only if it maintains a 
        trust office in this state as permitted by this section. 
           Subd. 2.  [ESTABLISHING AN INTERSTATE TRUST OFFICE.] An 
        out-of-state trust institution that does not operate a trust 
        office in this state and that meets the requirements of this 
        section may acquire and maintain a trust office or establish and 
        maintain a new trust office in this state.  An out-of-state 
        trust institution may not establish a new trust office in this 
        state unless a similar institution chartered under the laws of 
        this state to act as a fiduciary is permitted to establish a new 
        trust office that may engage in activities substantially similar 
        to those permitted to trust offices of out-of-state trust 
        institutions under subdivision 1 in the state where the 
        out-of-state trust institution has its principal office. 
           Subd. 3.  [NOTICE.] An out-of-state trust institution 
        seeking to establish and maintain a new trust office or acquire 
        and maintain a trust office in this state according to this 
        section shall provide, or cause its home state regulator to 
        provide, written notice of the proposed transaction to the 
        commissioner on or after the date on which the out-of-state 
        trust institution applies to the home state regulator for 
        approval to establish and maintain or acquire the trust office.  
        The filing of the notice must be preceded or accompanied by a 
        copy of the resolution adopted by the board authorizing the 
        additional office and the filing fee, if any, prescribed by the 
        commissioner. 
           Subd. 4.  [CONDITIONS FOR APPROVAL.] (a) No trust office of 
        an out-of-state trust institution may be acquired or established 
        in this state under this section unless: 
           (1) the out-of-state trust institution has confirmed in 
        writing to the commissioner that for as long as it maintains a 
        trust office in this state, it will comply with all applicable 
        laws of this state; 
           (2) the out-of-state trust institution has provided 
        satisfactory evidence to the commissioner that it has complied 
        with: 
           (i) the applicable requirements of section 303.25; and 
           (ii) the applicable requirements of its home state 
        regulator for acquiring or establishing and maintaining the 
        office; and 
           (3) the commissioner, acting within 60 days after receiving 
        notice under this section, has certified to the home state 
        regulator that the requirements of this section have been met 
        and the notice has been approved or, if applicable, that any 
        conditions imposed by the commissioner under paragraph (b) have 
        been satisfied. 
           (b) The out-of-state trust institution may begin business 
        at the trust office on the 61st day after the date the 
        commissioner receives the notice unless the commissioner 
        specifies an earlier or later date, provided, with respect to an 
        out-of-state trust institution that is not a depository 
        institution and for which the commissioner has conditioned the 
        approval on the satisfaction by the out-of-state trust 
        institution of any requirement applicable to a state trust 
        company under section 48A.02, the institution has satisfied the 
        conditions and provided to the commissioner satisfactory 
        evidence of that fact. 
           (c) The 60-day period of review may be extended by the 
        commissioner on a determination that the written notice raises 
        issues that require additional information or additional time 
        for analysis.  If the period of review is extended, the 
        out-of-state trust institution may establish the office only on 
        prior written approval by the commissioner. 
           (d) The commissioner may deny approval of the office if the 
        commissioner finds that the out-of-state trust institution lacks 
        sufficient financial resources to undertake the proposed 
        expansion without adversely affecting its safety or soundness or 
        that the proposed office is contrary to the public interest.  In 
        acting on the notice, the commissioner shall consider the views 
        of the appropriate bank supervisory agencies. 
           Subd. 5.  [ADDITIONAL TRUST OFFICES.] An out-of-state trust 
        institution that maintains a trust office in this state under 
        this section may establish trust service offices, or 
        representative trust offices in this state to the same extent 
        that a state trust institution may establish or acquire 
        additional offices in this state according to the procedures for 
        establishing or acquiring these offices. 
           Sec. 32.  [48A.19] [OUT-OF-STATE TRUST INSTITUTION 
        REPRESENTATIVE TRUST OFFICES.] 
           Subdivision 1.  [AUTHORIZATION.] (a) Subject to the 
        requirements contained in this section, an out-of-state trust 
        institution may establish and maintain representative trust 
        offices anywhere in this state. 
           (b) An out-of-state trust institution may establish or 
        acquire and maintain a representative trust office in this 
        state.  An out-of-state trust institution not maintaining a 
        trust office in this state and desiring to establish or acquire 
        and maintain a representative trust office shall: 
           (1) file a notice on a form prescribed by the commissioner 
        stating the name of the out-of-state trust institution and the 
        location of the proposed office and satisfactory evidence that 
        it is a trust institution; 
           (2) furnish a copy of the resolution adopted by the board 
        authorizing the representative trust office; and 
           (3) pay the filing fee, if any, prescribed by the 
        commissioner. 
           (c) The out-of-state trust institution may begin business 
        at the representative trust office on the 31st day after the 
        date the commissioner receives the notice, unless the 
        commissioner specifies an earlier or later date. 
           Subd. 2.  [REVIEW BY COMMISSIONER.] The 30-day period of 
        review may be extended by the commissioner on a determination 
        that the written notice raises issues that require additional 
        information or additional time for analysis.  If the period of 
        review is extended, the out-of-state trust institution may 
        establish the representative trust office only on prior written 
        approval by the commissioner. 
           Subd. 3.  [DISAPPROVAL.] The commissioner may deny approval 
        of the representative trust office if the commissioner finds 
        that the out-of-state trust institution lacks sufficient 
        financial resources to undertake the proposed expansion without 
        adversely affecting its safety or soundness or that the proposed 
        office would be contrary to the public interests.  In acting on 
        the notice, the commissioner shall consider the views of the 
        appropriate bank supervisory agencies. 
           Sec. 33.  [48A.20] [SUPERVISION OF OUT-OF-STATE TRUST 
        INSTITUTIONS.] 
           Subdivision 1.  [EXAMINATIONS.] To the extent consistent 
        with subdivision 3, the commissioner may make examinations of an 
        office established and maintained in this state under this 
        chapter by an out-of-state trust institution as the commissioner 
        considers necessary to determine whether the office is being 
        operated in compliance with the laws of this state and according 
        to safe and sound banking practices.  Section 46.04 applies to 
        these examinations. 
           Subd. 2.  [PERIODIC REPORTS.] The commissioner may require 
        periodic reports regarding an out-of-state trust institution 
        that has established and maintained an office in this state 
        according to this chapter.  The required reports shall be 
        provided by the trust institution or by the home state 
        regulator.  Any reporting requirements prescribed by the 
        commissioner under this subdivision shall be: 
           (1) consistent with the reporting requirements applicable 
        to state trust companies; and 
           (2) appropriate to allow the commissioner to carry out the 
        commissioner's responsibilities under this chapter. 
           Subd. 3.  [COOPERATIVE AGREEMENTS.] (a) The commissioner 
        may enter into cooperative, coordinating, and 
        information-sharing agreements with any other bank supervisory 
        agencies or an organization affiliated with or representing one 
        or more bank supervisory agencies with respect to the periodic 
        examination or other supervision of an office in this state of 
        an out-of-state trust institution, or an office of a state trust 
        institution in a host state.  The commissioner may accept a 
        report of examination and report of investigation from a party 
        to the agreement in lieu of conducting the commissioner's own 
        examination or investigation. 
           (b) The commissioner may enter into contracts with any bank 
        supervisory agency that has concurrent jurisdiction over a state 
        trust institution or an out-of-state trust institution 
        maintaining an office in this state to engage the services of 
        that agency's examiners at a reasonable rate of compensation or 
        to provide the services of the commissioner's examiners to the 
        agency at a reasonable rate of compensation. 
           (c) The commissioner may enter into joint examinations or 
        joint enforcement actions with other bank supervisory agencies 
        having concurrent jurisdiction over any office established and 
        maintained in this state by an out-of-state trust institution or 
        an office established and maintained by a state trust 
        institution in any host state.  The commissioner may at any time 
        take actions independently if the commissioner considers the 
        actions to be necessary or appropriate to carry out the 
        commissioner's responsibilities under this section or to ensure 
        compliance with the laws of this state.  In the case of an 
        out-of-state trust institution, the commissioner shall recognize 
        the exclusive authority of the home state regulator over 
        corporate governance matters and the primary responsibility of 
        the home state regulator with respect to safety and soundness 
        matters. 
           Subd. 4.  [FEES.] Each out-of-state trust institution that 
        maintains one or more offices in this state may be assessed and, 
        if assessed, shall pay supervisory and examination fees 
        according to the laws of this state and rules of the 
        commissioner.  The fees may be shared with other bank 
        supervisory agencies or an organization affiliated with or 
        representing one or more bank supervisory agencies under 
        agreements between the parties and the commissioner. 
           Sec. 34.  [48A.21] [NOTICE OF SUBSEQUENT MERGER, CLOSING.] 
           Each out-of-state trust institution that maintains an 
        office in this state according to section 48A.18, or the home 
        state regulator of the trust institution, shall give at least 30 
        days prior written notice or, in the case of an emergency 
        transaction, shorter notice as is consistent with applicable 
        state or federal law, to the commissioner of: 
           (1) a merger, consolidation, or other transaction that 
        would cause a change of control with respect to the out-of-state 
        trust institution or any bank holding company that controls the 
        trust institution, with the result that an application would be 
        required to be filed pursuant to the federal Change in Bank 
        Control Act of 1978, as amended, United States Code, title 12, 
        section 1817(j), or the federal Bank Holding Company Act of 
        1956, as amended, United States Code, title 12, section 1841 et 
        seq., or any successor statutes; 
           (2) a transfer of all or substantially all of the trust 
        accounts or trust assets of the out-of-state trust institution 
        to another person; or 
           (3) the closing or disposition of an office in this state. 
           Sec. 35.  [48A.22] [ENFORCEMENT.] 
           Subdivision 1.  [GENERAL AUTHORITY OF COMMISSIONER.] (a) 
        Consistent with hearing provisions of sections 46.23 to 46.33, 
        if the commissioner finds that: 
           (1) an office maintained by an out-of-state trust 
        institution in this state is being operated in violation of the 
        laws of this state or in an unsafe and unsound manner; or 
           (2) a company is engaged in an unauthorized trust activity, 
        the commissioner may take any enforcement action the 
        commissioner could take if the office or the company were a 
        state trust company including, but not limited to, issuing an 
        order temporarily or permanently prohibiting the company from 
        engaging in a trust business in this state. 
           (b) The commissioner may determine by order that an 
        out-of-state trust institution engaging in or proposing to 
        engage in a trust business in this state does not meet the 
        requirements for establishing a representative trust office in 
        this state according to section 48A.19, the order is effective 
        on the date of issuance or another date the commissioner 
        determines. 
           Subd. 2.  [IMMEDIATE ENFORCEMENT ACTION; SUBSEQUENT 
        HEARING.] In cases involving extraordinary circumstances 
        requiring immediate action, the commissioner may take any action 
        permitted by subdivision 1 without notice or opportunity for 
        hearing but shall promptly upon application of the out-of-state 
        trust institution afford a subsequent hearing to rescind the 
        action taken.  The commissioner shall promptly give notice to 
        the home state regulator of each enforcement action taken 
        against an out-of-state trust institution and, to the extent 
        practicable, shall consult and cooperate with the home state 
        regulator in pursuing and resolving the enforcement action. 
           Sec. 36.  Minnesota Statutes 1996, section 50.085, 
        subdivision 14, is amended to read: 
           Subd. 14.  [TRUST POWERS.] Upon application to and approval 
        by the commissioner of commerce, a savings bank may act as 
        trustee, executor, administrator, personal representative, 
        conservator, custodian, guardian, or in any other fiduciary 
        capacity in which state banks, trust companies, or other 
        corporations are permitted to act, and receive reasonable 
        compensation for it.  A savings bank that has complied with 
        sections 48.36 to 48.43 and 48.475, and holds a certificate as 
        provided in section 48.37, may exercise the powers and 
        privileges set forth in sections 48.38, 48.475, 48.84, 48.841, 
        48.846, and 48.86.  A savings bank that has qualified and 
        obtained a certificate, as provided in sections 48.36 to 
        48.43 section 48.37, may use in its corporate name or title, in 
        addition to the words "savings bank" or other words permitted by 
        law, the words "trust" or "trust company," and may display and 
        make use of signs, symbols, tokens, letterheads, cards, 
        circulars, and advertising stating or indicating that it is 
        authorized to transact the business authorized by those 
        sections, and a savings bank using the words "trust" or "trust 
        company" is not required to use the word "state" in its 
        corporate name.  A savings bank may not invest, pursuant to 
        section 50.1465, in a corporation that engages in activities 
        described in this subdivision, without first obtaining the 
        approval of the commissioner of commerce. 
           Sec. 37.  Minnesota Statutes 1997 Supplement, section 
        80A.28, subdivision 1, is amended to read: 
           Subdivision 1.  (a) There shall be a filing fee of $100 for 
        every application for registration or notice filing.  There 
        shall be an additional fee of one-tenth of one percent of the 
        maximum aggregate offering price at which the securities are to 
        be offered in this state, and the maximum combined fees shall 
        not exceed $300.  
           (b) When an application for registration is withdrawn 
        before the effective date or a preeffective stop order is 
        entered under section 80A.13, subdivision 1, all but the $100 
        filing fee shall be returned.  If an application to register 
        securities is denied, the total of all fees received shall be 
        retained. 
           (c) Where a filing is made in connection with a federal 
        covered security under section 18(b)(2) of the Securities Act of 
        1933, there is a fee of $100 for every initial filing.  There is 
        an additional fee of 1/20 of one percent of the maximum 
        aggregate offering price at which the securities are to be 
        offered in this state.  There is no maximum fee for securities 
        filings made according to this section.  If the filing is made 
        in connection with redeemable securities issued by an open end 
        management company or unit investment trust, as defined in the 
        Investment Company Act of 1940, there is an additional fee of 
        1/20 of one percent of the maximum aggregate offering price at 
        which the securities are to be offered in this state.  If the 
        filing is made in connection with redeemable securities issued 
        by such a company or trust, there is no maximum fee for 
        securities filings made according to this clause.  If the filing 
        is made in connection with any other federal covered security 
        under Section 18(b)(2) of the Securities Act of 1933, there is 
        an additional fee of one-tenth of one percent of the maximum 
        aggregate offering price at which the securities are to be 
        offered in this state, and the combined fees shall not exceed 
        $300. 
           Sec. 38.  Minnesota Statutes 1996, section 303.25, 
        subdivision 3, is amended to read: 
           Subd. 3.  [BOND MUST BE FILED.] Before accepting 
        appointment or acting as executor, administrator, trustee, 
        guardian, or conservator, every foreign trust association shall 
        file a bond with a court of competent jurisdiction in an amount 
        as the court directs, with sufficient sureties, conditioned upon 
        the faithful discharge of its duties as executor, administrator, 
        trustee, guardian, or conservator, or, in lieu of the bond, 
        shall deposit securities with the state treasurer in the same 
        manner and in the same amount as would be required under section 
        48.67 48A.03, subdivision 2, of a trust company organized under 
        the laws of this state.  This deposit shall be maintained until 
        the foreign trust association shall cease to act as an executor, 
        administrator, trustee, guardian, or conservator under this 
        section.  However, except as otherwise ordered by a court of 
        competent jurisdiction, the requirements of this subdivision do 
        not apply to a trustee with respect to a trust created otherwise 
        than by will if the trust instrument requests or directs that a 
        bond need not be required of the trustee. 
           Sec. 39.  Minnesota Statutes 1996, section 525.551, 
        subdivision 6, is amended to read: 
           Subd. 6.  [BOND.] Upon the filing of a bond by the guardian 
        or conservator of an estate in an amount the court may direct 
        and an oath according to law, or upon the filing of an 
        acceptance of the trust pursuant to section 48.79 48A.08, 
        subdivision 4, letters of guardianship or conservatorship shall 
        issue.  If there is no personal property, the court may waive 
        the filing of a bond, but if the guardian or conservator 
        receives or becomes entitled to any property of the ward or 
        conservatee the guardian or conservator shall immediately file a 
        report thereof and a bond in an amount the court may direct.  In 
        case of breach of a condition of the bond an action thereon may 
        be prosecuted by leave of the court by any interested person or 
        by the court on its own motion. 
           Sec. 40.  Minnesota Statutes 1996, section 525.56, 
        subdivision 4, is amended to read: 
           Subd. 4.  [DUTIES OF GUARDIAN OR CONSERVATOR OF THE 
        ESTATE.] The court may appoint a guardian of the estate if it 
        determines that all the powers and duties listed in this 
        subdivision are needed to provide for the needs of the 
        incapacitated person.  The court may appoint a conservator of 
        the estate if it determines that a conservator is necessary to 
        provide for the needs of the incapacitated person through the 
        exercise of some, but not all, of the powers and duties listed 
        in this subdivision.  The duties and powers of a guardian or 
        those which the court may grant to a conservator include, but 
        are not limited to: 
           (1) The duty to pay the reasonable charges for the support, 
        maintenance, and education of the ward or conservatee in a 
        manner suitable to the ward's or conservatee's station in life 
        and the value of the estate.  Nothing herein contained shall 
        release parents from obligations imposed by law for the support, 
        maintenance, and education of their children.  The guardian or 
        conservator has no duty to pay for these requirements out of 
        personal funds.  Wherever possible and appropriate, the guardian 
        or conservator should meet these requirements through 
        governmental benefits or services to which the ward or 
        conservatee is entitled, rather than from the ward's or 
        conservatee's estate.  Failure to satisfy the needs and 
        requirements of this clause shall be grounds for removal, but 
        the guardian or conservator shall have no personal or monetary 
        liability; 
           (2) The duty to pay out of the ward's or conservatee's 
        estate all just and lawful debts of the ward or conservatee and 
        the reasonable charges incurred for the support, maintenance, 
        and education of the ward's or conservatee's spouse and 
        dependent children and, upon order of the court, pay such sum as 
        the court may fix as reasonable for the support of any person 
        unable to earn a livelihood who is legally entitled to support 
        from the ward or conservatee; 
           (3) The duty to possess and manage the estate, collect all 
        debts and claims in favor of the ward or conservatee, or, with 
        the approval of the court, compromise them, institute suit on 
        behalf of the ward or conservatee and represent the ward or 
        conservatee in any court proceedings, and invest all funds not 
        currently needed for the debts and charges named in clauses (1) 
        and (2) and the management of the estate, in accordance with the 
        provisions of sections 48.84 48A.07, subdivision 6, and 
        501B.151, or as otherwise ordered by the court.  The standard of 
        a fiduciary shall be applicable to all investments by a guardian 
        or conservator.  A guardian or conservator shall also have the 
        power to purchase certain contracts of insurance as provided in 
        section 50.14, subdivision 14, clause (b); 
           (4) Where a ward or conservatee has inherited an undivided 
        interest in real estate, the court, on a showing that it is for 
        the best interest of the ward or conservatee, may authorize an 
        exchange or sale of the ward's or conservatee's interest or a 
        purchase by the ward or conservatee of any interest other heirs 
        may have in the real estate.  
           Sec. 41.  [REPEALER.] 
           Minnesota Statutes 1996, sections 48.38; 48.475; 48.65; 
        48.66; 48.67; 48.68; 48.69; 48.70; 48.71; 48.72; 48.73; 48.75; 
        48.76; 48.77; 48.78; 48.79; 48.80; 48.81; 48.82; 48.83; 48.84; 
        48.841; 48.845; 48.846; 48.85; and 48.86; and Minnesota Statutes 
        1997 Supplement, section 48.476, are repealed. 
           Presented to the governor March 23, 1998 
           Signed by the governor March 25, 1998, 9:30 a.m.