reorganized or when two or more corporations are to be consolidated—the procedure being practically the same in the two cases. Here the depositary is practically the holder of escrows. In the case of a reorganization, the reorganization committee details in writing the plan proposed, and the security holder, by the act of depositing his securities, enters into the contract. Upon receipt of the securities the depositary issues temporary receipts, which are later replaced by engraved and negotiable certificates of deposit, after the depositary has had time to examine the securities to make sure that they are genuine and are "good deliveries." The exact wording of the certificates varies according to the conditions, but there is an exact description of the documents deposited, a reference to the agreement under which the deposit is made, a statement that the depositor assents to the agreement and that the depositary holds the securities subject to the provisions of such agreement. Each lot of securities as deposited is given an accession number corresponding to the number of the temporary receipt, and is filed away to await the progress of the reorganization. Whenever assessments are to be paid by or distributions are to be made to the depositors, the certificates are presented and . endorsements of the transactions are made thereon. After the reorganization is complete and the new securities are engraved and ready for delivery, the depositors bring in their certificates of deposit and receive their proper share of the new securities.

EXECUTOR OR ADMINISTRATOR.

The duties and liabilities of a trust company as the executor or the administrator of an estate do not differ in any wise from those of an individual acting in like capacity, and are quite definitely fixed by law. The employment of the trust company for such services is steadily increasing, and will increase more rapidly as the public becomes educated to the very superior qualifications of the trust company for this work.

An executor is a person or corporation appointed by the will of a decedent to carry out the provisions of such will; and his duties are in general to secure and preserve the assets of the decedent, to protect and pay creditors and to distribute the balance of the property as the will provides or the law dictates. The office is a sacred one, the executor standing as the représentative of the deceased and the agent of the living the creditors and the heirs. There is a personal element in the office which even a corporation cannot and ought not to overlook.

Appointments of trust companies as executors come most often from among those who have during their lives been customers in one or more of the departments, though others often make such appointments. The services of the company's attorney are usually offered without charge for the drawing of wills in which the company is named as executor, and the company takes charge of such wills also without charge. Upon the death of the testator, the first step is the probating of the will. The

court appointed by law to receive wills and have jurisdiction over the estates of the deceased is known in various states as the Probate Court, the Surrogate's Court and the Orphan's Court. After the probating of the will, the executor named therein qualifies before the court according to the state laws, and receives from the court letters testamentary, authorizing him to proceed with his duties. Then follow the gathering together of the assets, the filing of an inventory, the advertising for claims against the estate. The allowances of the widow or widower and the minor children, if any, are set aside; and if the estate is solvent, and funds are in hand, the preferred claims, such as expenses incurred during the decedent's last illness, funeral expenses, taxes, etc., are paid. The claims of other creditors are examined, and those which are allowed may be paid at once or deferred as circumstances dictate; but the executor is of course not protected in paying them unless the estate is evidently solvent. If the estate appears insolvent, the fact is reported to the court, and notice of the probable insolvency is published. A part at least of the personal property is usually to be converted into cash as soon as expedient. Real property may not ordinarily be sold unless the will expressly so provides or such sale is necessary to pay debts; and in the latter case an order of court is obtained. The executor renders statements to the court as circumstances or the law may require. When his work is practically complete with the exception of the final distribution of the property, a statement is rendered and an order from the court is obtained for the distribution of the balance in the hands of the executor. latter then makes the distribution, files a final account and is discharged. The procedure is practically the same in all the states, the differences being chiefly in matters of detail. Sometimes the trust company is one of two or more co-executors, the family lawyer often acting with the company. In such case the trust company usually keeps the accounts and is custodian of the securities, the duties of the other co-executors being chiefly advisory. The trust officer in charge of this work should be well versed in the law of administration, and often special legal advice is needed. Careful judgment is called for in many cases, and the skill of experienced trust companies has often saved large amounts for estates that were threatened with insolvency. Often where debts are pressing the company may make temporary advances of money, thus preserving the property. The passing upon claims is a task requiring judgment and a knowledge of the law. Care should be taken not to pay claims barred by the statute of limitations. All records and reports should be full and accurate and one point of the trust company's superiority for such work lies in its ability to attend to these matters with skill and care. Getting possession of the assets is sometimes a matter requiring tact and industry.

The

The duties of the administrator are very similar to those of the executor. The executor is appointed by the testator and his duties are usually detailed in the will. The administrator's appointment comes from

the court, and his duties are detailed in the laws of the state, except in the case of an administrator with the will annexed. As in the case of the executor, he is charged with the duty of gathering the assets, paying the debts and distributing the property. His distribution may be determined by the laws of descent instead of by the provisions of a will. The administrator is rarely charged with the sale of real property, and may not make such sale except on order of the court. An administrator is appointed when the deceased has made no will, or has made a will and appointed no executor, or when an executor has failed to qualify, refused to act, or died.

TRUSTEE.

The trust company which is named as executor of a will is also often made trustee under the will; and in such case after its discharge as executor it continues the management of specified property in the capacity of trustee. Trusteeships under wills are also frequently received independently of executorships. The most common purposes leading to the creation of such trusteeships are the keeping all or part of the estate intact for the benefit of heirs and the endowment of some charitable or educational enterprise. The law limits the duration of trusts for the benefit of persons to the life of two persons in being and twenty-one years thereafter; but trusts for charitable purposes may be in perpetuity.

The duty of the trustee involves the entire management of the property entrusted to his care. The title is vested in him, and his first step is to obtain possession. He is held to diligence, intelligence and good faith in the exercise of his powers, and is responsible for failure to do things necessary to the good of the estate as well as for the doing of illegal or unauthorized acts. He must invest idle funds within a reasonable time and exercise care to make the income of the estate as large as is consistent with the entire safety of the principal. He is under obligation to examine the investments held by the estate when he assumes control, to see that they are safe and reasonably productive; and to dispose of any that appear unsafe or that are declining in value, as soon as may be expedient, but not so hastily as to cause loss thereby. He must, in short, do and refrain from doing things which a prudent man would do or refrain from doing with his own estate; save that he may not take the risks which even a prudent man might take with his own property, and he must follow to the letter any specific and lawful instructions contained in the will. In matters not covered by directions in the will, he is bound to know and to follow the provisions of the specific or general laws relating to his duties and limitations. The routine duties of the office ordinarily include the preservation and if possible the increase of the estate, the investment of funds, the collection and disbursement of income, and at the termination of the trust the final distribution of the estate according to the terms of the will.

Trusteeships under special agreement, taking effect during the grantor's life, may be undertaken for the same purposes for which testamentary trusts may be created-for any lawful purpose-and may be of the same duration. In case the trust becomes in force at once, the grantor may reserve the right to general oversight of the management of the property and the power to alter or revoke the trust instrument during his or her life, or the trust may be irrevocable. Trusts of this kind are created to establish a fund for charitable purposes, to provide for support of incompetent individuals or of individuals who do not wish to manage their own business affairs. Sometimes the trust is created by the grantor for his own benefit, to avoid care and responsibility. The variety of trusts of this character is increasing as the adaptability of the trust company to their handling becomes better understood. A plan that is growing in favor is that of appointing a trust company as trustee of the proceeds of life insurance policies. By this means the insured is enabled to direct the disposition of such funds after his death as he wishes, and at the same time place the funds in the hands of a company amply able to manage them in a business-like manner. The company collects and invests the proceeds of the policy or policies, and pays to the beneficiaries the income; or if the amount is not sufficient to provide the income needed for support of the beneficiaries, arrangement may be made for the payment of an annuity for a certain number of years, using the income and gradually reducing the principal. In order to keep the remaining part of the fund always invested, the trust may be given participation in a mortgage or group of mortgages. In the creation of such a trust, the trust company is named in the policy as beneficiary in trust for whomsoever the grantor may wish, and at the same time there is executed a deed of trust vesting title in the trustee and directing the use of the funds.

Another form of trust made possible by the development of the trust company is the accumulation of a fund for the purchase or building or maintenance of a home for the wife or children or other beneficiaries of the donor.

In a similar way, churches and educational or charitable institutions may choose a trust company as trustee for the accumulation and investment of an endowment or building fund, thereby being relieved of the care of the moneys and being assured of speedy and safe investment thereof. The trust company is able to invest the funds in small and odd amounts, interest included, by means of participations in mortgages or other securities.

The instrument creating a trusteeship by agreement specifies in detail the duties of the trustee, which may be much the same as those of a testamentary trustee.

GUARDIAN, CONSERVATOR, ETC.

As guardian of the estates of minors, or conservator, committee or curator of the estates of the incompetent, the duties are similar to those

of testamentary trustee, though in many states the provisions of law, especially as to investments, are more stringent. In general, the guardian or conservator is obligated to preserve the property, to keep it on a safe income-producing basis, to use the income discreetly for the benefit of the ward, and at the termination of the trust to turn over the balance on hand. The guardianship of a minor is terminated when the ward becomes of age; that of a person of unsound mind terminates at death, or may be terminated if the ward regains his reason. The duties require an intimate knowledge of the needs of the ward as to living expenses, education, etc. Guardianship by trust companies is in most states limited to the estate, but in a few states may be either of the person or of the estate or of both. When of the person, the duties involve close personal supervision of the ward, as in the case of an individual acting as guardian. The guardian or conservator is under the jurisdiction of the court, and as in the case of the testamentary trustee makes frequent statements to the court.

THE INVESTMENT OF TRUST FUNDS.

The investment of the funds held in trust in various fiduciary capacities is a matter requiring intelligent judgment. In most states the laws on the subject are quite fully developed both as to the investments authorized and those forbidden, and the first duty of the trust company undertaking such work is to thoroughly inform itself as to the laws of the state or states which govern in the case of each of its trusts. The executor and the administrator are not, as a rule, called upon to invest funds, their duties being rather to convert personal property into cash. Yet there are instances in which the court may authorize them to invest idle funds. On the other hand, trustees, guardians and conservators often find the investment of funds one of their principal duties.

The general principles governing such investments are well established. The fiduciary is plainly under the duty of making the estate produce an income, of keeping the funds invested and not allowing them to remain for an unreasonable length of time merely on deposit, even if drawing interest. Yet the security of the principal must be the first consideration, and the amount of income second. In most states the fiduciary may not take risks in the matter of investments that even a prudent man might take with his own money. Unless specific authority is given in the instrument creating the trust, the funds may not be invested in personal securities, in manufacturing concerns, in trade or business, or in speculation. Investments may not be made in unimproved real estate so as to tie up the funds for long periods. Any specific instructions as to investments in the will or other instrument creating the trust must be followed. The fiduciary may not derive profit from the investment of the trust funds.

In many states the classes of investments permitted are specified by the laws; and in such states the laws must of course be strictly fol