Previously published in the National Underwriter, June 29,1998
Every version of The Financial Services Act of 1998 (H.R. 10) prior to the one recently passed by the House of Representatives contained provisions that sought, in one fashion or another, to limit the entry of "non-traditional" holding company applicants-such as insurance companies and securities firms-into banking through the thrift charter. Some versions, in fact, would have eliminated the thrift charter, required thrifts to convert to banks and would have eliminated the Office of Thrift Supervision.
The bill that was passed, however, deleted the entire thrift title (Title IV) except for one provision. The provision prohibits new unitary thrift holding companies created after March 31, 1998 (other than those created through acquisition of a unitary thrift holding company) from exercising the affiliation powers currently permitted.
Under current law, an insurance company can enter banking by becoming a unitary thrift holding company (i.e., owning only one federal thrift). Unitary thrift holding companies can affiliate with any other company (not just banks or bank holding companies).
The bill does not affect the thrift charter and unitary thrift holding companies in existence or with applications pending as of March 31, 1998. This provision permits changes in ownership of unitary thrift holding companies and the continuation, without restriction, of all financial and non-financial affiliations and activities of such companies.
Thus, insurers can acquire an existing unitary thrift holding company and retain all non-financial affiliations and activities. As of June 1997, there were 714 unitary thrift holding companies owning 519 thrifts. If Title IV of H.R. 10 is enacted without change, the impact of the March 31, 1998 date is as follows:
If an insurance company filed as of March 31, 1998 (or received approval by that date) to form or acquire a thrift and thus become a unitary thrift holding company, the insurance company has all the rights, powers and privileges of a unitary thrift holding company as it exists today-meaning full financial and commercial affiliations without revenue 'baskets" for commercial activities.
If an insurance company had not filed as of March 31, 1998 to form or acquire a thrift, it can still become a unitary thrift holding company now or after enactment with all the rights, powers and privileges as they exist today by acquiring one of the approximately 700 unitary thrift holding companies (with its subsidiary thrift).
To have all the benefits of a unitary thrift holding company in effect today, an insurance company must buy a unitary thrift holding company (a corporation or series of corporations that own only one thrift), not just the thrift, and it cannot charter a de novo thrift.
An insurance company that applies to form a de novo thrift -after March 31, 1998 prior to enactment may be able to convert that thrift to a commercial bank after enactment. By becoming a bank holding company, the insurance company can then take advantage of Title I of H.R. 10, which generally permits full affiliation between insurers banks and securities firms. There is some risk because the OTS has not said it would permit retention of the thrift during the conversion process, although we would argue that OTS has authority to do so.
In addition to this uncertainty, the owner of a converted de novo thrift, unlike a unitary thrift holding company, would be limited in its affiliations to the "commercial basket" of H.R. 10. That is, non-financial activities would be limited to 15 percent of annual gross revenues (excluding revenues from the thrift). The insurance company must have engaged in those activities as of September 30, 1997, and the activities can be retained only for 10 years after enactment (with a possible 5-year extension).
Insurance companies applying now to form de novo thrifts also may hope to receive grandfathered treatment through a change in the grandfather date The grandfather date has changed in each version of the bill, and it may change again, from March 31, 1998 to a future date. The next logical grandfather date chosen may be the date the Senate Banking, Housing, and Urban Affairs Committee takes up the bill.
If H.R. 10 is not enacted, then insurance companies and others may continue to enter banking through the thrift charter, and thereby become a unitary thrift holding company. They could either form a de novo thrift; acquire an existing thrift; convert another financial institution such as a state-chartered trust company or a non-bank bank into a thrift; or acquire an existing unitary thrift holding company.
Powers of the thrift charter include lending, deposit-taking, providing trust/fiduciary services, borrowing from Federal Home Loan Banks, accessing the payment system, branching interstate, and investing in service corporations and operating subsidiaries.
Compared to a national bank, a federal thrift has several competitive subsidiaries.
· The ability to conduct certain financial activities not permitted to banks, including insurance and securities underwriting through its parent or other affiliates:
· Significantly fewer limitations on interstate branching;
· Broader and more comprehensive federal pre-emption of state lending laws;
· Fewer federal regulators;
· Less intrusive regulation of holding companies; and
· As a unitary thrift holding company, the power to affiliate non-financial companies.
The most significant disadvantage is that a thrift remains more limited than a bank in the amount of commercial loans it can retain in its asset portfolio. In addition, OTS has not permitted thrifts to establish foreign branches. There are also no exemptions contained within the securities laws for securities activities within the thrift, such as thrift operated common trust funds.
H.R. 10, the financial services modernization legislation under consideration by Congress, was conceived to permit "financial" companies (banks, insurers and securities firms) to affiliate.
The early versions of the bill passed by the Banking and Commerce Committees, though, included provisions that would have put an end to the thrift charter and to thrift holding companies by converting thrifts to banks.
For companies that applied to become thrift holding companies early enough, the principal advantages of thrift holding companies where grandfathered. Although OTS supervision ceased, regulatory supervision in the same form was continued for three years, and the ability of existing unitary thrift holding companies to affiliate with other companies was preserved in name (although constrained in fact).
A March 10, 1998 proposed compromise of the two versions preserved a diminished thrift charter, which would not require thrifts to convert to banks but forced all unitary thrift holding company structures created after Sept. 16, 1997 to become bank holding companies on Jan. 1, 2000. Like other BHCs, a non-grandfathered thrift holding company could qualify to become a financial holding company only if its depository subsidiaries were well managed, well capitalized, and obtained a satisfactory Community Reinvestment Act rating or had an approved plan to get one. A thrift holding company that did not qualify to become a FHC on Jan. 1, 2000, would be treated as a BHC under current law which, for a nongrandfathered insurance company, meant post-enactment divestiture of the thrift, or conversion of the thrift to a bank.
Negotiations continued after March 10, and the House Rules Committee approved a new version of H.R. 10 on March 30, 1998 The Rules Committee version deleted the entire thrift title except for one new provision. The one new provision prohibited the creation of new unitary thrift holding companies after March 31, 1998, but would allow existing thrift holding companies to be sold and acquired, and the owners of those holding companies to be treated as unitary thrift holding companies as a result. At first glance, this provision prohibits insurance companies from acquiring thrifts. Hundreds of thrifts are owned by unitary holding companies, however, so there are substantial numbers of acquisition candidates available as long as the acquisition target is the holding company.
Moreover, thrifts established or acquired directly by insurance companies can be converted easily into banks after enactment of H.R. 10, and it seems unlikely the OTS would insist on divestiture while such a conversion application was pending.
The version of H.R. 10 approved by the Rules Committee was scheduled for a House floor vote on March 31. At the last minute, however, the bill was pulled from consideration by the House leadership.
Passage of the bill remains highly uncertain, and passage this year seems less and less likely, although there is a chance the House will make the attempt once more after the April recess. Even if it is passed, however, it is unclear whether any thrift provisions will remain a part of the bill.
Why should insurance companies continue to seek to own thrifts? The thrift charter remains the most viable means of insurance company entry into banking. If done right, the option is available now. 11. R. 10 does not impose a later penalty on current insurance company acquisitions. Applications filed now provide the opportunity for insurers to obtain bank regulatory agency approvals at the earliest possible date, regardless of whether H.R. 10 becomes law.
Also, the threatened loss of grandfathered thrift holding company advantages in earlier versions of H.R. 10 is not a reason to delay filing for a charter. Even under the early versions, a non-grandfathered insurance company retained, after enactment, the most important benefit of becoming a unitary thrift holding company: the power to have and keep a "banking" affiliate.
No version of H.R. 10 eliminates the principal reason insurance companies want to become thrift holding companies. Insurers want to move forward with financial modernization and explore the potentials inherent in bank-insurance affiliations so that they will have a place at the table even if Congress lacks the political will to constrain the OCC's continued expansion of the insurance authority of banks.
If H.R. 10 does become law, it will allow insurance companies to engage in banking through both the bank and the thrift charters. If the bill fails to become law, unitary thrift holding companies will continue to be the only vehicle allowing affiliations between insurance companies, federal insured depository institutions and other financial companies In the swirl of legislative activity, one fact remains unchanged-an insurance company does not need H.R. 10 to achieve "financial modernization." A business plan that includes a federal banking affiliate can be fulfilled with a thrift charter now.
f The Financial Services Act of 1998 (H.R. 10) prior to the one recently passed by the House of Representatives contained provisions that sought, in one fashion or another, to limit the entry of "non-traditional" holding company applicants-such as insurance companies and securities firms-into banking through the thrift charter. Some versions, in fact, would have eliminated the thrift charter, required thrifts to convert to banks and would have eliminated the Office of Thrift Supervision.
The bill that was passed, however, deleted the entire thrift title (Title IV) except for one provision. The provision prohibits new unitary thrift holding companies created after March 31, 1998 (other than those created through acquisition of a unitary thrift holding company) from exercising the affiliation powers currently permitted.
Under current law, an insurance company can enter banking by becoming a unitary thrift holding company (i.e., owning only one federal thrift). Unitary thrift holding companies can affiliate with any other company (not just banks or bank holding companies).
The bill does not affect the thrift charter and unitary thrift holding companies in existence or with applications pending as of March 31, 1998. This provision permits changes in ownership of unitary thrift holding companies and the continuation, without restriction, of all financial and non-financial affiliations and activities of such companies.
Thus, insurers can acquire an existing unitary thrift holding company and retain all non-financial affiliations and activities. As of June 1997, there were 714 unitary thrift holding companies owning 519 thrifts. If Title IV of H.R. 10 is enacted without change, the impact of the March 31, 1998 date is as follows:
If an insurance company filed as of March 31, 1998 (or received approval by that date) to form or acquire a thrift and thus become a unitary thrift holding company, the insurance company has all the rights, powers and privileges of a unitary thrift holding company as it exists today-meaning full financial and commercial affiliations without revenue 'baskets" for commercial activities.
If an insurance company had not filed as of March 31, 1998 to form or acquire a thrift, it can still become a unitary thrift holding company now or after enactment with all the rights, powers and privileges as they exist today by acquiring one of the approximately 700 unitary thrift holding companies (with its subsidiary thrift).
To have all the benefits of a unitary thrift holding company in effect today, an insurance company must buy a unitary thrift holding company (a corporation or series of corporations that own only one thrift), not just the thrift, and it cannot charter a de novo thrift.
An insurance company that applies to form a de novo thrift -after March 31, 1998 prior to enactment may be able to convert that thrift to a commercial bank after enactment. By becoming a bank holding company, the insurance company can then take advantage of Title I of H.R. 10, which generally permits full affiliation between insurers banks and securities firms. There is some risk because the OTS has not said it would permit retention of the thrift during the conversion process, although we would argue that OTS has authority to do so.
In addition to this uncertainty, the owner of a converted de novo thrift, unlike a unitary thrift holding company, would be limited in its affiliations to the "commercial basket" of H.R. 10. That is, non-financial activities would be limited to 15 percent of annual gross revenues (excluding revenues from the thrift). The insurance company must have engaged in those activities as of September 30, 1997, and the activities can be retained only for 10 years after enactment (with a possible 5-year extension).
Insurance companies applying now to form de novo thrifts also may hope to receive grandfathered treatment through a change in the grandfather date The grandfather date has changed in each version of the bill, and it may change again, from March 31, 1998 to a future date. The next logical grandfather date chosen may be the date the Senate Banking, Housing, and Urban Affairs Committee takes up the bill.
If H.R. 10 is not enacted, then insurance companies and others may continue to enter banking through the thrift charter, and thereby become a unitary thrift holding company. They could either form a de novo thrift; acquire an existing thrift; convert another financial institution such as a state-chartered trust company or a non-bank bank into a thrift; or acquire an existing unitary thrift holding company.
Powers of the thrift charter include lending, deposit-taking, providing trust/fiduciary services, borrowing from Federal Home Loan Banks, accessing the payment system, branching interstate, and investing in service corporations and operating subsidiaries.
Compared to a national bank, a federal thrift has several competitive subsidiaries.
· The ability to conduct certain financial activities not permitted to banks, including insurance and securities underwriting through its parent or other affiliates:
· Significantly fewer limitations on interstate branching;
· Broader and more comprehensive federal pre-emption of state lending laws;
· Fewer federal regulators;
· Less intrusive regulation of holding companies; and
· As a unitary thrift holding company, the power to affiliate non-financial companies.
The most significant disadvantage is that a thrift remains more limited than a bank in the amount of commercial loans it can retain in its asset portfolio. In addition, OTS has not permitted thrifts to establish foreign branches. There are also no exemptions contained within the securities laws for securities activities within the thrift, such as thrift operated common trust funds.
Every version of The Financial Services Act of 1998 (H.R. 10) prior to the one recently passed by the House of Representatives contained provisions that sought, in one fashion or another, to limit the entry of "non-traditional" holding company applicants-such as insurance companies and securities firms-into banking through the thrift charter. Some versions, in fact, would have eliminated the thrift charter, required thrifts to convert to banks and would have eliminated the Office of Thrift Supervision.
The bill that was passed, however, deleted the entire thrift title (Title IV) except for one provision. The provision prohibits new unitary thrift holding companies created after March 31, 1998 (other than those created through acquisition of a unitary thrift holding company) from exercising the affiliation powers currently permitted.
Under current law, an insurance company can enter banking by becoming a unitary thrift holding company (i.e., owning only one federal thrift). Unitary thrift holding companies can affiliate with any other company (not just banks or bank holding companies).
The bill does not affect the thrift charter and unitary thrift holding companies in existence or with applications pending as of March 31, 1998. This provision permits changes in ownership of unitary thrift holding companies and the continuation, without restriction, of all financial and non-financial affiliations and activities of such companies.
Thus, insurers can acquire an existing unitary thrift holding company and retain all non-financial affiliations and activities. As of June 1997, there were 714 unitary thrift holding companies owning 519 thrifts. If Title IV of H.R. 10 is enacted without change, the impact of the March 31, 1998 date is as follows:
If an insurance company filed as of March 31, 1998 (or received approval by that date) to form or acquire a thrift and thus become a unitary thrift holding company, the insurance company has all the rights, powers and privileges of a unitary thrift holding company as it exists today-meaning full financial and commercial affiliations without revenue 'baskets" for commercial activities.
If an insurance company had not filed as of March 31, 1998 to form or acquire a thrift, it can still become a unitary thrift holding company now or after enactment with all the rights, powers and privileges as they exist today by acquiring one of the approximately 700 unitary thrift holding companies (with its subsidiary thrift).
To have all the benefits of a unitary thrift holding company in effect today, an insurance company must buy a unitary thrift holding company (a corporation or series of corporations that own only one thrift), not just the thrift, and it cannot charter a de novo thrift.
An insurance company that applies to form a de novo thrift -after March 31, 1998 prior to enactment may be able to convert that thrift to a commercial bank after enactment. By becoming a bank holding company, the insurance company can then take advantage of Title I of H.R. 10, which generally permits full affiliation between insurers banks and securities firms. There is some risk because the OTS has not said it would permit retention of the thrift during the conversion process, although we would argue that OTS has authority to do so.
In addition to this uncertainty, the owner of a converted de novo thrift, unlike a unitary thrift holding company, would be limited in its affiliations to the "commercial basket" of H.R. 10. That is, non-financial activities would be limited to 15 percent of annual gross revenues (excluding revenues from the thrift). The insurance company must have engaged in those activities as of September 30, 1997, and the activities can be retained only for 10 years after enactment (with a possible 5-year extension).
Insurance companies applying now to form de novo thrifts also may hope to receive grandfathered treatment through a change in the grandfather date The grandfather date has changed in each version of the bill, and it may change again, from March 31, 1998 to a future date. The next logical grandfather date chosen may be the date the Senate Banking, Housing, and Urban Affairs Committee takes up the bill.
If H.R. 10 is not enacted, then insurance companies and others may continue to enter banking through the thrift charter, and thereby become a unitary thrift holding company. They could either form a de novo thrift; acquire an existing thrift; convert another financial institution such as a state-chartered trust company or a non-bank bank into a thrift; or acquire an existing unitary thrift holding company.
Powers of the thrift charter include lending, deposit-taking, providing trust/fiduciary services, borrowing from Federal Home Loan Banks, accessing the payment system, branching interstate, and investing in service corporations and operating subsidiaries.
Compared to a national bank, a federal thrift has several competitive subsidiaries.
· The ability to conduct certain financial activities not permitted to banks, including insurance and securities underwriting through its parent or other affiliates:
· Significantly fewer limitations on interstate branching;
· Broader and more comprehensive federal pre-emption of state lending laws;
· Fewer federal regulators;
· Less intrusive regulation of holding companies; and
· As a unitary thrift holding company, the power to affiliate non-financial companies.
The most significant disadvantage is that a thrift remains more limited than a bank in the amount of commercial loans it can retain in its asset portfolio. In addition, OTS has not permitted thrifts to establish foreign branches. There are also no exemptions contained within the securities laws for securities activities within the thrift, such as thrift operated common trust funds.
H.R. 10, the financial services modernization legislation under consideration by Congress, was conceived to permit "financial" companies (banks, insurers and securities firms) to affiliate.
The early versions of the bill passed by the Banking and Commerce Committees, though, included provisions that would have put an end to the thrift charter and to thrift holding companies by converting thrifts to banks.
For companies that applied to become thrift holding companies early enough, the principal advantages of thrift holding companies where grandfathered. Although OTS supervision ceased, regulatory supervision in the same form was continued for three years, and the ability of existing unitary thrift holding companies to affiliate with other companies was preserved in name (although constrained in fact).
A March 10, 1998 proposed compromise of the two versions preserved a diminished thrift charter, which would not require thrifts to convert to banks but forced all unitary thrift holding company structures created after Sept. 16, 1997 to become bank holding companies on Jan. 1, 2000. Like other BHCs, a non-grandfathered thrift holding company could qualify to become a financial holding company only if its depository subsidiaries were well managed, well capitalized, and obtained a satisfactory Community Reinvestment Act rating or had an approved plan to get one. A thrift holding company that did not qualify to become a FHC on Jan. 1, 2000, would be treated as a BHC under current law which, for a nongrandfathered insurance company, meant post-enactment divestiture of the thrift, or conversion of the thrift to a bank.
Negotiations continued after March 10, and the House Rules Committee approved a new version of H.R. 10 on March 30, 1998 The Rules Committee version deleted the entire thrift title except for one new provision. The one new provision prohibited the creation of new unitary thrift holding companies after March 31, 1998, but would allow existing thrift holding companies to be sold and acquired, and the owners of those holding companies to be treated as unitary thrift holding companies as a result. At first glance, this provision prohibits insurance companies from acquiring thrifts. Hundreds of thrifts are owned by unitary holding companies, however, so there are substantial numbers of acquisition candidates available as long as the acquisition target is the holding company.
Moreover, thrifts established or acquired directly by insurance companies can be converted easily into banks after enactment of H.R. 10, and it seems unlikely the OTS would insist on divestiture while such a conversion application was pending.
The version of H.R. 10 approved by the Rules Committee was scheduled for a House floor vote on March 31. At the last minute, however, the bill was pulled from consideration by the House leadership.
Passage of the bill remains highly uncertain, and passage this year seems less and less likely, although there is a chance the House will make the attempt once more after the April recess. Even if it is passed, however, it is unclear whether any thrift provisions will remain a part of the bill.
Why should insurance companies continue to seek to own thrifts? The thrift charter remains the most viable means of insurance company entry into banking. If done right, the option is available now. 11. R. 10 does not impose a later penalty on current insurance company acquisitions. Applications filed now provide the opportunity for insurers to obtain bank regulatory agency approvals at the earliest possible date, regardless of whether H.R. 10 becomes law.
Also, the threatened loss of grandfathered thrift holding company advantages in earlier versions of H.R. 10 is not a reason to delay filing for a charter. Even under the early versions, a non-grandfathered insurance company retained, after enactment, the most important benefit of becoming a unitary thrift holding company: the power to have and keep a "banking" affiliate.
No version of H.R. 10 eliminates the principal reason insurance companies want to become thrift holding companies. Insurers want to move forward with financial modernization and explore the potentials inherent in bank-insurance affiliations so that they will have a place at the table even if Congress lacks the political will to constrain the OCC's continued expansion of the insurance authority of banks.
If H.R. 10 does become law, it will allow insurance companies to engage in banking through both the bank and the thrift charters. If the bill fails to become law, unitary thrift holding companies will continue to be the only vehicle allowing affiliations between insurance companies, federal insured depository institutions and other financial companies In the swirl of legislative activity, one fact remains unchanged-an insurance company does not need H.R. 10 to achieve "financial modernization." A business plan that includes a federal banking affiliate can be fulfilled with a thrift charter now.
f The Financial Services Act of 1998 (H.R. 10) prior to the one recently passed by the House of Representatives contained provisions that sought, in one fashion or another, to limit the entry of "non-traditional" holding company applicants-such as insurance companies and securities firms-into banking through the thrift charter. Some versions, in fact, would have eliminated the thrift charter, required thrifts to convert to banks and would have eliminated the Office of Thrift Supervision.
The bill that was passed, however, deleted the entire thrift title (Title IV) except for one provision. The provision prohibits new unitary thrift holding companies created after March 31, 1998 (other than those created through acquisition of a unitary thrift holding company) from exercising the affiliation powers currently permitted.
Under current law, an insurance company can enter banking by becoming a unitary thrift holding company (i.e., owning only one federal thrift). Unitary thrift holding companies can affiliate with any other company (not just banks or bank holding companies).
The bill does not affect the thrift charter and unitary thrift holding companies in existence or with applications pending as of March 31, 1998. This provision permits changes in ownership of unitary thrift holding companies and the continuation, without restriction, of all financial and non-financial affiliations and activities of such companies.
Thus, insurers can acquire an existing unitary thrift holding company and retain all non-financial affiliations and activities. As of June 1997, there were 714 unitary thrift holding companies owning 519 thrifts. If Title IV of H.R. 10 is enacted without change, the impact of the March 31, 1998 date is as follows:
If an insurance company filed as of March 31, 1998 (or received approval by that date) to form or acquire a thrift and thus become a unitary thrift holding company, the insurance company has all the rights, powers and privileges of a unitary thrift holding company as it exists today-meaning full financial and commercial affiliations without revenue 'baskets" for commercial activities.
If an insurance company had not filed as of March 31, 1998 to form or acquire a thrift, it can still become a unitary thrift holding company now or after enactment with all the rights, powers and privileges as they exist today by acquiring one of the approximately 700 unitary thrift holding companies (with its subsidiary thrift).
To have all the benefits of a unitary thrift holding company in effect today, an insurance company must buy a unitary thrift holding company (a corporation or series of corporations that own only one thrift), not just the thrift, and it cannot charter a de novo thrift.
An insurance company that applies to form a de novo thrift -after March 31, 1998 prior to enactment may be able to convert that thrift to a commercial bank after enactment. By becoming a bank holding company, the insurance company can then take advantage of Title I of H.R. 10, which generally permits full affiliation between insurers banks and securities firms. There is some risk because the OTS has not said it would permit retention of the thrift during the conversion process, although we would argue that OTS has authority to do so.
In addition to this uncertainty, the owner of a converted de novo thrift, unlike a unitary thrift holding company, would be limited in its affiliations to the "commercial basket" of H.R. 10. That is, non-financial activities would be limited to 15 percent of annual gross revenues (excluding revenues from the thrift). The insurance company must have engaged in those activities as of September 30, 1997, and the activities can be retained only for 10 years after enactment (with a possible 5-year extension).
Insurance companies applying now to form de novo thrifts also may hope to receive grandfathered treatment through a change in the grandfather date The grandfather date has changed in each version of the bill, and it may change again, from March 31, 1998 to a future date. The next logical grandfather date chosen may be the date the Senate Banking, Housing, and Urban Affairs Committee takes up the bill.
If H.R. 10 is not enacted, then insurance companies and others may continue to enter banking through the thrift charter, and thereby become a unitary thrift holding company. They could either form a de novo thrift; acquire an existing thrift; convert another financial institution such as a state-chartered trust company or a non-bank bank into a thrift; or acquire an existing unitary thrift holding company.
Powers of the thrift charter include lending, deposit-taking, providing trust/fiduciary services, borrowing from Federal Home Loan Banks, accessing the payment system, branching interstate, and investing in service corporations and operating subsidiaries.
Compared to a national bank, a federal thrift has several competitive subsidiaries.
· The ability to conduct certain financial activities not permitted to banks, including insurance and securities underwriting through its parent or other affiliates:
· Significantly fewer limitations on interstate branching;
· Broader and more comprehensive federal pre-emption of state lending laws;
· Fewer federal regulators;
· Less intrusive regulation of holding companies; and
· As a unitary thrift holding company, the power to affiliate non-financial companies.
The most significant disadvantage is that a thrift remains more limited than a bank in the amount of commercial loans it can retain in its asset portfolio. In addition, OTS has not permitted thrifts to establish foreign branches. There are also no exemptions contained within the securities laws for securities activities within the thrift, such as thrift operated common trust funds.