TITLE 
II—ENDING 
THE 
CONSERVATORSHIPS 
OF 
FANNIE MAE AND FREDDIE 
MAC 
SEC. 201. TREASURY PLAN. 
(a) IN GENERAL.—Not later than the expiration of 
the 6-month period beginning upon the date of the enact-
ment of this Act, the Secretary of the Treasury, in con-
sultation with the Director of the Federal Housing Fi-
nance Agency, shall develop and submit to the Congress 
a plan that provides for the orderly and timely wind-down 
and termination of the enterprises, during such period as 
the Secretary considers appropriate but in no case ending 
later than 36 months after the date of the enactment of 
this Act, in accordance with this section and the receiver-
ship authority under section 1367 of the Federal Housing 
Enterprises Financial Safety and Soundness Act of 1992 
and in a manner that avoids excessive disruption to the 
stability of the residential mortgage market. 
(b) CONTENTS.—Such plan— 
(1) shall provide for the termination, during the 
period referred to in subsection (a), of the authority 
of the enterprises to conduct any new business; 
(2) shall provide for the transfer of the assets, 
obligations, and liabilities of the enterprises to the 
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Secondary Market Facility for Residential Mort-
gages established under title I; 
(3) may provide for the Facility to segregate 
such sound assets and troubled or impaired assets of 
the enterprises into separate trusts or entities; 
(4) shall provide for the full repayment to the 
taxpayers and the Federal Government of the invest-
ment made by the taxpayers and the Federal Gov-
ernment in the enterprises, which repayment shall be 
made by the Facility from income generated by the 
Facility, in a manner that is generally consistent 
with the manner in which the taxpayers and the 
Federal Government were reimbursed by financial 
institutions assisted under the Troubled Assets Re-
lief Program of the Secretary of the Treasury under 
title I of the Emergency Economic Stabilization Act 
of 2008 (12 U.S.C. 5211 et seq.), or in such other 
manner as the Secretary considers appropriate; 
(5) shall provide for the Secondary Market Fa-
cility for Residential Mortgages established under 
title I of this Act to purchase from the Secretary of 
the Treasury all preferred stock held by the Treas-
ury pursuant to purchase under the Senior Pre-
ferred Stock Purchase Agreements entered into with 
the Treasury by the enterprises in September 2008 
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(as such Agreements have been amended and re-
stated); 
(6) shall provide that, notwithstanding any 
other provision of law, any provision of the Senior 
Preferred Stock Purchase Agreement entered into 
between the Department of the Treasury and an en-
terprise in September 2008 (as any such Agreement 
may be amended and restated), or any provision of 
any certificate in connection with such an Agree-
ment creating or designating the terms, powers, 
preferences, privileges, limitations, or any other con-
ditions of the Variable Liquidation Preference Senior 
Preferred Stock of an enterprise issued pursuant to 
such an Agreement, the annual rate of dividends 
paid on the Variable Liquidation Preference Senior 
Preferred Stock of each enterprise issued pursuant 
to such an Agreement shall, until all such stock is 
purchases by the Facility pursuant to paragraph (5) 
of this subsection— 
(A) be reduced to not more than 5 percent; 
and 
(B) be variable and based on market con-
ditions and performance; 
(7) shall provide for the fulfillment of all obliga-
tions of the enterprises under any outstanding debt 
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obligations and mortgage-backed securities of the 
enterprises; and 
(8) shall provide a date during the period re-
ferred to in subsection (a) for the repeal of the Fed-
eral National Mortgage Association Charter Act and 
the Federal Home Loan Mortgage Corporation Act. 
SEC. 202. IMPLEMENTATION OF PLAN. 
The Secretary shall— 
(1) commence implementation of the plan sub-
mitted to the Congress under section 201 upon expi-
ration of the 90-day period beginning upon such 
submission; and 
(2) wind-down and terminate the enterprises in 
accordance with the terms of the plan. 
SEC. 203. REPEAL OF CHARTER ACTS. 
Upon the date specified in the plan pursuant to sec-
tion 201(b)(8), the following provisions are repealed: 
(1) The Federal National Mortgage Association 
Charter Act (12 U.S.C. 1716 et seq.). 
(2) The Federal Home Loan Mortgage Cor-
poration Act (12 U.S.C. 1451 et seq.). 
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TITLE III—FEDERAL HOUSING 
FINANCE AGENCY 
SEC. 301. ESTABLISHMENT OF FEDERAL HOUSING FINANCE 
AGENCY BOARD. 
(a) ESTABLISHMENT.—Section 1312 of the Federal 
Housing Enterprises Financial Safety and Soundness Act 
of 1992 (12 U.S.C. 4512) is amended— 
(1) by striking the section designation and 
heading and all that follows through subsection (c); 
(2) by striking subsections (e) through (g); 
(3) by redesignating subsection (d) as sub-
section (l); and 
(4) by inserting before subsection (l) (as so re-
designated) the following: 
‘‘SEC. 1312. FEDERAL HOUSING FINANCE AGENCY BOARD. 
‘‘(a) ESTABLISHMENT.—There is established the 
Federal Housing Finance Agency Board, who shall govern 
the Agency. 
‘‘(b) APPOINTMENT.—The FHFA Board which shall 
consist of 5 members, as follows: 
‘‘(1) EX
OFFICIO
MEMBERS.—Two ex officio 
members who shall be— 
‘‘(A) the Secretary of the Treasury or the 
Secretary’s designee; and 
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‘‘(B) the Secretary of Housing and Urban 
Development or the Secretary’s designee. 
‘‘(2) APPOINTED MEMBERS.—Three members, 
who shall be appointed by the President, by and 
with the advice and consent of the Senate, who shall 
include— 
‘‘(A) one member who shall possess exten-
sive experience and expertise in financial man-
agement or oversight, capital markets (includ-
ing debt markets), the secondary mortgage 
market, and mortgage-backed securities; and 
‘‘(B) two members who shall possess exten-
sive experience and expertise in mortgage fi-
nance (including single-family and multifamily 
housing mortgage finance and with credit 
unions and smaller financial institutions), devel-
opment of affordable housing, and economic de-
velopment and revitalization. 
‘‘(c) POLITICAL AFFILIATION.—Not more than three 
members of the FHFA Board may be members of the 
same political party. 
‘‘(d) CHAIRPERSON.—The Chairperson of the FHFA 
Board shall be designated by the President at the time 
of appointment. The Chairperson shall designate another 
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‘‘(j) TESTIMONY.—On an annual basis, the Board 
shall testify before the Congress regarding the safety and 
soundness of the Secondary Market Facility for Residen-
tial Mortgages, any material deficiencies in the conduct 
of the operations of the Facility; the overall operational 
status of the Facility; operations, resources, and perform-
ance of the FHFA Board, and such other matters relating 
to the FHFA Board and the Facility. 
‘‘(k) ADVISORY COMMITTEE.— 
‘‘(1) ESTABLISHMENT.—There is established an 
Advisory Committee to consist of 12 members who 
shall be appointed by the FHFA Board. 
‘‘(2) MEMBERSHIP.—Members of the Advisory 
Committee shall be broadly representative of mort-
gage loan originators, investors in mortgage-backed 
securities, and consumer advocacy organizations, 
and shall include— 
‘‘(A) 3 members who have extensive experi-
ence and expertise in financial management or 
oversight, capital markets (including debt mar-
kets), the secondary mortgage market, and 
mortgage-backed securities; 
‘‘(B) 3 members who have extensive expe-
rience and expertise in mortgage finance, in-
cluding with single family and multifamily 
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housing and with credit unions and small insti-
tutions; 
‘‘(C) 3 members who have extensive experi-
ence and expertise in mortgage loan origination 
and closing, including mortgage bankers, mort-
gage brokers, settlement services providers; and 
‘‘(D) 3 members from consumer advocacy 
organizations and other organizations that the 
FHFA Board deems appropriate to advise the 
FHFA Board in effectively carrying out its 
oversight of the Facility. 
‘‘(3) MEETINGS.—The Advisory Committee 
shall meet at least once each calendar quarter. 
‘‘(4) DUTIES.—The Advisory Committee shall 
advise the FHFA Board on its operations and dis-
charge of its duties, and shall submit its own com-
ments to the Congress on the extent to which the 
FHFA Board is meeting its responsibilities under 
the law and any suggestions for improvements in 
such regard.’’. 
(b) TRANSITION.— 
(1) TIMING OF APPOINTMENTS.—The President 
shall endeavor to appoint and have confirmed all ini-
tial members of the Federal Housing Finance Agen-
cy Board pursuant to section 1312(b)(2) of the Fed-
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eral Housing Enterprises Financial Safety and 
Soundness Act of 1992 (as amended by subsection 
(a)(1) of this section) not later than the expiration 
of the 6-month period beginning upon the date of 
the enactment of this Act. 
(2) CONTINUED SERVICE OF DIRECTOR.—Not-
withstanding the amendment made by subsection 
(a), during the period beginning on the date of the 
enactment of this Act and ending upon the first date 
on which all initial members of the Federal Housing 
Finance Agency Board are appointed and confirmed, 
the person serving as the Director of the Federal 
Housing Finance Agency on such date of enactment 
shall act for all purposes as, and with the full pow-
ers of, the Federal Housing Finance Agency Board. 
(c) CONFORMING AMENDMENT; REFERENCES.— 
(1) CONFORMING AMENDMENT.—Section 5313 
of title 5, United States Code, is amended by strik-
ing the item relating to Director of the Federal 
Housing Finance Agency. 
(2) REFERENCES.—Any references to the Di-
rector of the Federal Housing Finance Agency in 
statutes, Executive orders, rules, regulations, direc-
tives, or delegations of authority shall be deemed to 
refer to the Federal Housing Finance Agency Board 
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established under the amendment made by sub-
section (a) of this section. 
SEC. 302. SUPERVISION AND REGULATION OF FACILITY BY 
FHFA. 
The Federal Housing Enterprises Financial Safety 
and Soundness Act of 1992 is amended by adding at the 
end the following new subtitle: 
‘‘Subtitle F—Supervision and Regu-
lation of Secondary Market Fa-
cility for Residential Mortgages 
‘‘SEC. 1396. OVERSIGHT OF FACILITY. 
‘‘(a) AUTHORITY.— 
‘‘(1) IN GENERAL.—The Secondary Market Fa-
cility for Residential Mortgages established by title 
I of the Secondary Market Facility for Residential 
Mortgages Act of 2011 (in this subtitle referred to 
as the ‘Facility’) shall be subject to the supervision 
and regulation of the FHFA Board. The FHFA 
Board shall have general regulatory authority over 
the Facility and shall exercise such authority, and 
may issue such regulations, orders, and interpreta-
tions as the FHFA Board determines necessary to 
ensure that the purposes of title I of such Act and 
this subtitle and any other applicable laws are car-
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ried out and that the Facility is operated in a safe 
and sound manner. 
‘‘(2) LIMITATION.—Any authority under this 
subtitle of the FHFA Board to supervise and regu-
late the Facility may not be construed to authorize 
the FHFA Board to establish or regulate the 
amount of guarantee fees under section 105 of the 
Secondary Market Facility for Residential Mort-
gages Act of 2011. 
‘‘(b) USE OF EXISTING AUTHORITY.—Except as pro-
vided in this section, the Facility and a Facility-affiliated 
party shall be subject to the same supervisory and enforce-
ment powers of the Director under this title, to the same 
extent as if the Facility was a regulated entity and the 
Facility-affiliated party was an entity-affiliated party, in-
cluding— 
‘‘(1) authority to establish and enforce pruden-
tial management and operations standards under 
section 1313B (12 U.S.C. 4513b); 
‘‘(2) authority to require reports under section 
1314 (12 U.S.C. 4514); 
‘‘(3) authority to conduct examinations under 
section 1317 (12 U.S.C. 4517); 
‘‘(4) the enforcement powers under sections 
1371 through 1379 (12 U.S.C. 4631–9); and 
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‘‘(5) authority to take prompt corrective super-
visory actions in response to capital classifications as 
provided for in sections 1365 and 1366 (12 U.S.C. 
4615, 4616). 
‘‘SEC. 1396A. MONITORING AND EVALUATION. 
‘‘(a) MONITORING.—The FHFA Board shall monitor 
compliance by the Facility with the requirements of title 
I of the Secondary Market Facility for Residential Mort-
gages Act of 2011. 
‘‘(b) EVALUATION.—Upon the expiration of the 5- 
year period beginning on the date of the enactment of the 
Secondary Market Facility for Residential Mortgages Act 
of 2011, the FHFA Board shall submit to the Congress 
a report analyzing the performance of the Facility in meet-
ing the purposes of title I of such Act. Such report shall 
analyze and compare the performance of the enterprises 
during the period consisting of the year 2008 and years 
prior to the performance of the enterprises and the Facil-
ity during the period consisting of the year 2009 and years 
after through the end of such 5-year period. 
‘‘SEC. 1396B. FUNDING OF FHFA BOARD OVERSIGHT OF FA-
CILITY. 
‘‘(a) ANNUAL ASSESSMENTS.—The FHFA Board 
shall establish and collect from the Facility annual assess-
ments in an amount not exceeding the amount sufficient 
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to provide for reasonable costs (including administrative 
costs) and expenses of the Agency attributable to the 
Agency’s supervision and regulation of the Facility, in-
cluding— 
‘‘(1) the expenses of any examinations pursuant 
section 1396(b)(3); 
‘‘(2) the expenses of monitoring pursuant to 
section 1396A(a); and 
‘‘(3) such amounts in excess of actual expenses 
for any given year as deemed necessary by the 
FHFA Board to maintain a working capital fund in 
accordance with subsection (e) of this section. 
‘‘(b) TIMING OF PAYMENT.—The annual assessment 
shall be payable semiannually for each fiscal year, on Oc-
tober 1 and April 1. 
‘‘(c) INCREASED COSTS OF REGULATION.— 
‘‘(1) INCREASE FOR INADEQUATE CAPITALIZA-
TION.—If the FHFA Board determines that the Fa-
cility is not adequately capitalized in accordance 
with the standards established under section 104 of 
the Secondary Market Facility for Residential Mort-
gages Act of 2011, the semiannual payments made 
pursuant to subsection (b) by the Facility may be in-
creased, as necessary, in the discretion of the Board 
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to pay additional estimated costs of regulation of the 
Facility. 
‘‘(2) ADDITIONAL
ASSESSMENT
FOR
DEFI-
CIENCIES.—If at any time, as a result of increased 
costs of regulation of the Facility that is not classi-
fied (for purposes of the standards established under 
section 104 of such Act) as adequately capitalized or 
as the result of supervisory or enforcement activities 
pursuant to this subtitle for the Facility, the amount 
available from any semiannual payment made by the 
Facility pursuant to subsection (b) is insufficient to 
cover the costs of the Agency with respect to the Fa-
cility, the FHFA Board may make and collect from 
the Facility an immediate assessment to cover the 
amount of such deficiency for the semiannual period. 
If, at the end of any semiannual period during which 
such an assessment is made, any amount remains 
from such assessment, such remaining amount shall 
be deducted from the assessment for the Facility for 
the following semiannual period. 
‘‘(d) SURPLUS.—Except with respect to amounts col-
lected pursuant to subsection (a)(3), if any amount from 
any annual assessment collected from the Facility remains 
unobligated at the end of the year for which the assess-
ment was collected, such amount shall be credited to the 
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assessment to be collected from the Facility for the fol-
lowing year. 
‘‘(e) WORKING CAPITAL FUND.—At the end of each 
year for which an assessment under this section is made, 
the FHFA Board shall remit to the Facility any amount 
of assessment collected from the Facility that is attrib-
utable to subsection (a)(3) and is in excess of the amount 
the FHFA Board deems necessary to maintain a working 
capital fund. 
‘‘(f) TREATMENT OF ASSESSMENTS.— 
‘‘(1) DEPOSIT.—Amounts received by the 
FHFA Board from assessments under this section 
may be deposited by the Board in the manner pro-
vided in section 5234 of the Revised Statutes of the 
United States (12 U.S.C. 192) for monies deposited 
by the Comptroller of the Currency. 
‘‘(2) NOT GOVERNMENT FUNDS.—The amounts 
received by the FHFA Board from any assessment 
under this section shall not be construed to be Gov-
ernment or public funds or appropriated money. 
‘‘(3) NO
APPORTIONMENT
OF
FUNDS.—Not-
withstanding any other provision of law, the 
amounts received by the FHFA Board from any as-
sessment under this section shall not be subject to 
apportionment for the purpose of chapter 15 of title 
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31, United States Code, or under any other author-
ity. 
‘‘(4) USE OF FUNDS.—The FHFA Board may 
use any amounts received by the Board from assess-
ments under this section for compensation of the 
Board and other employees of the Agency and for all 
other expenses of the Board and the Agency. 
‘‘(5) TREASURY INVESTMENTS.— 
‘‘(A) AUTHORITY.—The FHFA Board may 
request the Secretary of the Treasury to invest 
such portions of amounts received by the Board 
from assessments paid under this section that, 
in the Board’s discretion, are not required to 
meet the current working needs of the Agency. 
‘‘(B) GOVERNMENT OBLIGATIONS.—Pursu-
ant to a request under subparagraph (A), the 
Secretary of the Treasury shall invest such 
amounts in Government obligations guaranteed 
as to principal and interest by the United 
States with maturities suitable to the needs of 
the Agency and bearing interest at a rate deter-
mined by the Secretary of the Treasury taking 
into consideration current market yields on out-
standing marketable obligations of the United 
States of comparable maturity. 
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‘‘SEC. 1396C. REGULATIONS AND ORDERS. 
‘‘(a) AUTHORITY.—The FHFA Board shall issue any 
regulations, guidelines, or orders necessary to carry out 
the duties of the FHFA Board under this subtitle and 
title I of the Secondary Market Facility for Residential 
Mortgages Act of 2011, and to ensure that the purposes 
of this subtitle and title I of such Act are accomplished. 
‘‘(b) NOTICE
AND
COMMENT.—Any regulations 
issued by the FHFA Board under this section shall be 
issued after notice and opportunity for public comment 
pursuant to the provisions of section 553 of title 5.’’. 
SEC. 303. CONFORMING AMENDMENTS. 
The Federal Housing Enterprises Financial Safety 
and Soundness Act of 1992 is amended— 
(1) in section 1303 (12 U.S.C. 4502)— 
(A) by striking paragraph (4); 
(B) 
by 
redesignating 
paragraphs 
(5) 
through (8) as paragraphs (4) through (7), re-
spectively; 
(C) by striking paragraph (9); 
(D) by redesignating paragraphs (10) 
through (12) as paragraphs (8) through (10), 
respectively; 
(E) by inserting before paragraph (13) the 
following new paragraph: 
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‘‘(11) 
FHFA 
BOARD.—The 
term 
‘FHFA 
Board’ means the Federal Housing Finance Agency 
Board established under section 1312.’’; and 
(F) by redesignating paragraphs (13) 
through (31) as paragraphs (12) through (30), 
respectively; 
(2) by striking section 1313A (12 U.S.C. 
4513a: relating to the Federal Housing Finance 
Agency Oversight Board); 
(3) by striking ‘‘Director’’ each place such term 
appears (except in section 1316(g), 1338(i), and 
1355) and inserting ‘‘FHFA Board’’; 
(4) by striking ‘‘Director’s’’ each place such 
term appears and inserting ‘‘FHFA Board’s’’; 
(5) by striking ‘‘DIRECTOR’’ each place such 
term appears in the section headings for sections 
1313, 1319B, and 1369D and inserting ‘‘FHFA 
BOARD’’; and 
(6) in the heading for part 2 of subtitle A, by 
striking 
‘‘DIRECTOR’’ 
and 
inserting 
‘‘FHFA 
BOARD’’. 
Æ 
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