ments and a copy of any report made on an audit
conducted under subsection (a).
(c) BOARD OF REVIEW.—
(1) ESTABLISHMENT.—The Corporation shall
have a board of review which shall be composed of
6 members. Three members of the board of review
shall be appointed by the President from a list of
candidates submitted to the President by the Comp-
troller General of the United States and 3 members
shall be appointed by the Government of Canada.
(2) ANNUAL AUDIT.—The board of review shall
review the annual audit conducted under subsection
(a) and shall transmit to the President, Congress,
and the Government of Canada a report of its find-
ings with such recommendations as the board of re-
view considers appropriate.
SEC. 114. REPEAL OF SAINT LAWRENCE SEAWAY ACT.
Effective on the date of operation, sections 1 through
13 of the Act of May 13, 1954, commonly referred to as
the Saint Lawrence Seaway Act (33 U.S.C. 981–990) are
repealed.
SEC. 115. AUTHORIZATION OF APPROPRIATIONS.
(a) TRANSITIONAL.—There is authorized to be appro-
priated $200,000 to the Secretary for transfer to the Cor-
poration for the United States share of the cost of estab-
lishment of the Corporation before the date of operation.
Such funds shall remain available until expended.
(b) FIRST 10 FISCAL YEARS.—There is authorized
to be appropriated to the Secretary for transfer to the
Corporation to carry out its functions a sum that is the
equitable contribution of the United States toward estab-
lishment and operation of the Corporation for each of the
first 10 fiscal years beginning after the date of the first
meeting of the Corporate Board under this Act. Such
funds shall remain available until expended.
TITLE II—GREAT LAKES
DEVELOPMENT BANK
SEC. 201. ESTABLISHMENT AND STATUS OF BANK.
(a) ESTABLISHMENT.—Pursuant to the executive
agreements entered into under section 4, the President
shall facilitate the establishment of the Great Lakes De-
velopment Bank.
(b) CHARTER.—Effective on the date of establish-
ment of the Bank, Congress of the United States charters
the Bank. Congress reserves the right to revise, amend,
or modify the charter.
(c) STATUS.—The Bank shall not be an agency or
instrumentality of the United States.
SEC. 202. FUNCTIONS OF BANK.
The Bank shall be responsible for providing, on the
basis of business and financial principles and taking into
consideration equity between Canada and the United
States, loans and other assistance and technical and man-
agement assistance in accordance with section 206 to pub-
lic and private entities that are involved in maritime trans-
portation in the Great Lakes States and Great Lakes
Provinces and shall give priority, in providing such loans
and assistance, to the Corporation for making infrastruc-
ture improvements to the Saint Lawrence Seaway. Such
assistance may be for 1 or more of the following purposes:
(1) Providing increased financing flexibility for
maritime commerce-related infrastructure invest-
ment on the Great Lakes and the Seaway.
(2) Increasing the number of financially feasible
projects that are eligible for assistance under section
206.
(3) Expediting the commencement and comple-
tion of eligible projects.
(4) Establishing service by persons holding
themselves out to the general public to provide
transportation by water of passengers or property
between ports in the Great Lakes States or Great
Lakes Provinces and ports in other countries.
(5) Increasing maritime commerce-related in-
frastructure investment by the Great Lakes States,
Great Lakes Provinces, and political subdivisions of
such States or Provinces.
(6) Any other purpose that would result in—
(A) modernization of maritime facilities on
the Great Lakes and the Seaway;
(B) improvement of the competitiveness of
the Great Lakes-Saint Lawrence Seaway sys-
tem as a transportation route for world trade;
and
(C) increasing, or increasing diversification
of, vessel and cargo traffic through the Seaway
and to and from the Great Lakes.
SEC. 203. OPERATIONAL PRINCIPLES.
The Bank shall conduct its operations in accordance
with the following principles:
(1) The Bank may not provide any financial as-
sistance for which in the opinion of the Bank Board
sufficient capital could be obtained on reasonable
terms from private markets.
(2) The Bank may not impose conditions that
the proceeds of any assistance it provides will be
spent within the jurisdictional boundaries of a par-
ticular country, State, province, or locality.
(3) The Bank may not assume the management
responsibility for any project for which it provides
assistance, except in the process of liquidating prop-
erties acquired as collateral for loans and other as-
sistance.
(4) The Bank may provide assistance only on
terms and conditions that the Bank Board considers
appropriate, taking into account the requirements of
the project, the risks being assumed by the Bank,
and the terms and conditions normally obtained by
private persons or organizations for providing simi-
lar assistance.
(5) For the purpose of obtaining additional
funds to provide financial assistance under this title,
the Bank may sell assets it acquires in the course
of providing assistance under this title whenever the
Bank determines it can do so on appropriate and
satisfactory terms.
(6) The Bank shall diversify its investment
portfolio.
SEC. 204. BOARD OF DIRECTORS.
(a) IN GENERAL.—The Bank shall be governed by
a board of directors. Except as provided in subsection (b)
with respect to the initial Bank Board, members of the
Bank Board shall be elected by members of the Bank in
accordance with the bylaws of the Bank.
(b) INITIAL BOARD.—
(1) SIZE AND MEMBERSHIP.—The initial Bank
Board shall be composed of 16 members as follows:
(A) 1 member appointed by each of the
Governors of the Great Lakes States; and
(B) 8 members appointed or otherwise des-
ignated by the Government of Canada.
(2) SPECIAL DUTIES.—In addition to the duties
specified in subsection (c), the initial Bank Board is
responsible for—
(A) incorporating the Bank in the United
States and Canada;
(B) establishing an organizational struc-
ture for the Bank;
(C) establishing management and oper-
ational policies of the Bank;
(D) identifying and actively recruiting po-
tential members to join the Bank; and
(E) preparing for and carrying out the or-
derly transition of the initial Bank Board to the
Bank Board as provided in paragraph (4).
(3) PAY.—Members of the initial Bank Board
shall serve without pay.
(4) TRANSITION TO BANK BOARD.—The term
of all members of the initial Bank Board shall termi-
nate on the day that the results of the first election
of members of the Bank Board are certified.
(5) CONDITIONS FOR TRANSITION.—Transition
from the initial Bank Board to the Bank Board
shall occur when, in the opinion of the President and
the Government of Canada, a sufficient number of
members have joined the Bank and such members
have contributed an adequate amount of capital to
the Bank to make the Bank a financially viable or-
ganization. Such transition may only occur after
there are 10 or more Bank members and the aggre-
gate of their subscription to the Bank’s capital stock
is $80,000,000 or more.
(c) DUTIES.—The Bank Board shall—
(1) evaluate and, if necessary, modify the orga-
nizational structure of the Bank established by the
initial Bank Board;
(2) evaluate and, if appropriate, revise the man-
agement and operational policies of the Bank;
(3) adopt, in an open process that affords an
opportunity for participation by interested persons
and governmental entities, such bylaws, rules, and
regulations as may be necessary or appropriate to
conduct business of the Bank;
(4) ensure that the functions of the Bank de-
scribed in section 202 are carried out;
(5) develop and ensure compliance with a code
of ethics for the Bank and its officers and employ-
ees;
(6) establish procedures for, and conditions of,
admitting members to the Bank;
(7) ensure that Bank members will fulfill their
obligations when the Bank Board makes a call for
capital to meet the Bank’s obligations to its credi-
tors;
(8) approve calls on members’ callable capital
for the purpose of meeting the Bank’s obligations to
its creditors;
(9) declare and pay dividends when the Bank
Board determines that it is advisable;
(10) approve proposals for loans and other as-
sistance;
(11) appoint and fix the compensation of the
Managing Director;
(12) prepare and transmit to the President,
Congress, the Government of Canada, and Bank
members an annual business-type budget program
that—
(A) lays out the Bank’s plan of operation;
(B) contains estimates of the financial con-
dition and operations of the Bank for the cur-
rent and following fiscal years and the financial
condition and results of such operations in the
preceding fiscal year;
(C) contains statements of the financial
condition, income and expense, and sources and
use of money, an analysis of surplus or deficit,
and additional statements and information to
make known the financial condition and oper-
ations of the Bank, including estimates of oper-
ations by major activities, administrative ex-
penses, loans, borrowings, and capital reserves
needed to cover loan and lease losses; and
(D) provides for emergencies and other
contingencies so that the Bank may carry out
its responsibilities; and
(13) prepare and transmit to the President,
Congress, the Government of Canada, and Bank
members an annual management report which
includes—
(A) a statement of financial position;
(B) a statement of operations;
(C) a statement of cash flows;
(D) a reconciliation to the budget program
of the Bank, if applicable;
(E) a statement on the internal accounting
and administrative control systems being imple-
mented by the Managing Director;
(F) the report resulting from the annual
audit of the financial statements of the Bank
conducted by independent public accountants
under section 217; and
(G) any other comments and information
necessary to inform the President, Congress,
the Government of Canada, and Bank members
about the operations and financial condition of
the Bank.
SEC. 205. MANAGING DIRECTOR.
(a) IN GENERAL.—The Bank shall have a Managing
Director who shall serve as chief executive officer of the
Bank.
(b) DUTIES.—In accordance with the policies estab-
lished by the Bank Board under section 204, the Man-
aging Director shall be responsible for—
(1) the day-to-day operations of the Bank;
(2) appointing, fixing the compensation of, and
defining the authority and duties of, officers, em-
ployees, and agents of the Bank necessary for the
management and operation of the Bank;
(3) assisting the Great Lakes and Saint Law-
rence Seaway maritime community in meeting its in-
vestment financing needs;
(4) presenting proposals for loans and other as-
sistance of the Bank to the Bank Board for its con-
sideration and approval; and
(5) ensuring that potential clients in the Great
Lakes States and Great Lakes Provinces are aware
of the programs and services offered by the Bank.
SEC. 206. FORMS OF ASSISTANCE.
(a) FINANCIAL ASSISTANCE.—
(1) IN GENERAL.—The Bank may provide loans
or other assistance to a public or private entity for
carrying out a project eligible for assistance under
this title.
(2) INTEREST AND FEES.—The Bank shall es-
tablish and collect—
(A) interest for making loans under this
title at rates, and
(B) fees for providing other assistance
under this title,
that the Bank Board determines appropriate.
(3) MAXIMUM AMOUNT.—The amount of loans
and other assistance provided under this title with
respect to a project may not exceed the lesser of—
(A) 90 percent of the cost of carrying out
the project; or
(B) 80 percent of the difference between
such cost and the amount of loans and other
assistance obtained for carrying out the project
from other sources.
(4) SUBORDINATION.—The amount of any loan
or other assistance provided under this title for a
project may be subordinated to any other debt fi-
nancing for the project.
(b) TECHNICAL AND MANAGEMENT ASSISTANCE.—
The Bank may also provide, on a fee-for-service basis,
technical or management assistance with respect to a
project eligible for assistance under this title. The cost of
such assistance may be financed as part of any financial
assistance provided under this title with respect to the
project.
(c) OTHER ASSISTANCE DEFINED.—In this title, the
term ‘‘other assistance’’ means the use of Bank funds to—
(1) guarantee, in whole or in part, loans made
by private investors through commercial investment
channels;
(2) provide credit enhancements;
(3) serve as a capital reserve for bond or debt
instrument financing;
(4) subsidize interest rates;
(5) ensure the issuance of letters of credit and
credit instruments;
(6) finance purchase and lease agreements;
(7) provide bond or debt financing instrument
security; and
(8) provide other forms of debt financing and
methods of leveraging funds that relate to the
project with respect to which such assistance is
being provided.
SEC. 207. ELIGIBLE PROJECTS.
(a) IN GENERAL.—The Bank may provide under this
title loans and other assistance only with respect to
projects that directly or indirectly improve the efficiency
or competitiveness of the Great Lakes or the Saint Law-
rence Seaway as a transportation route in maritime com-
merce. Such projects may include—
(1) maintenance of, or improvement to, Seaway
facilities to accommodate a greater percentage of the
world’s commercial vessel fleet;
(2) dredging to maintain or widen or deepen
navigational channels in the Great Lakes and the
Seaway;
(3) improvement to harbors, ports, docks, and
appurtenant facilities (including cranes and termi-
nals) in the Great Lakes and the Seaway;
(4) construction of warehouses and other mari-
time commerce-related development in the Great
Lakes and the Seaway region; and
(5) construction, major conversion, and mod-
ernization of commercial passenger or cargo vessels
that will be used in maritime commerce and will re-
sult in a higher level of, or more diverse, vessel traf-
fic in or through the Great Lakes-Saint Lawrence
Seaway system.
(b) ELIGIBILITY OF PLANNING, ENGINEERING, DE-
SIGN, AND LAND ACQUISITION COSTS.—Costs of plan-
ning, engineering, design, and land acquisition in connec-
tion with any project described in subsection (a) shall be
eligible costs for which the Bank may provide loans and
other assistance under this title.
SEC. 208. CONDITIONS ON ASSISTANCE.
(a) LOCATION.—The Bank may provide assistance
under this title to a private or public entity involved in
maritime commerce in the Great Lakes and the Saint
Lawrence Seaway region with respect to a project eligible
for assistance under section 207 only if—
(1) the entity is the Corporation or a member
of the Bank; and
(2) the project will be carried out, or the entity
is registered to do business, within the jurisdictional
boundaries of a State or Province of Canada that is
a member of the Bank.
(b) PROCUREMENT.—The Bank may provide assist-
ance under this title to a private or public entity only if
the entity agrees, in writing, that no contract for pro-
curing goods or services necessary for the planning, de-
sign, development, and construction of the project for
which such assistance is being provided will be awarded
to any person or governmental entity (other than the
United States) unless such person or governmental entity,
or the political subdivision in which such person is located
or registered to do business is a member of the Bank, and
provides such other assurances as the Bank may require
to ensure that such agreement will be fulfilled.
SEC. 209. BANK REQUIREMENTS.
In carrying out its functions under this title, the
Bank Board shall—
(1) ensure that the Bank maintains on a con-
tinuing basis an investment grade rating on its debt
issuances or has a sufficient level of bond or debt fi-
nancing instrument insurance to maintain the viabil-
ity of the Bank;
(2) ensure that income generated by the Bank
will be—
(A) credited to the Bank;
(B) available for use in providing loans
and other assistance to projects eligible for as-
sistance from the Bank; and
(C) invested in (i) government securities
that are backed by the full faith and credit of
the United States, any State or political sub-
division of any State, Canada, or any Province
of Canada or political subdivision of any Prov-
ince of Canada, (ii) bank deposits, or (iii) such
other financing instruments as the Bank Board
may approve to earn interest to enhance the
leveraging of projects assisted by the Bank;
(3) ensure that a loan made by the Bank will
bear interest at or below market rates, as deter-
mined appropriate by the Bank Board, to make the
project that is the subject of the loan feasible;
(4) ensure that repayment of such loan will
commence not later than 1 year after the date of
completion of the project or the facility is open to
maritime traffic, whichever is later; and
(5) ensure that the term for repaying such loan
will not exceed 25 years beginning on the date on
which the first payment is due on the loan.
SEC. 210. BANK CORPORATE POWERS.
For the purpose of carrying out its functions under
this title, the Bank shall have the following powers:
(1) To have succession in its corporate name.
(2) To adopt and use a corporate seal.
(3) To sue and be sued in its corporate name.
(4) To admit members to the Bank under the
procedures and conditions established under section
204(c)(6).
(5) To indemnify members of the Bank Board
and officers, employees, and agents of the Bank for
liabilities and expenses incurred within the scope of
their employment by the Bank.
(6) To adopt, amend, and repeal bylaws, rules,
and regulations which shall—
(A) govern the manner in which its busi-
ness will be conducted and the powers vested in
it will be exercised; and
(B) be made after notice and opportunity
for participation by interested persons and gov-
ernmental entities.
(7) To make and carry out such contracts or
agreements as are necessary or advisable in the con-
duct of its business.
(8) To issue bonds from time to time in its dis-
cretion for public purposes if such bonds do not con-
stitute a debt of the United States, Canada, any
State, or any Province of Canada and if the pay-
ment of principal of, and interest on, such bonds is
not guaranteed by the United States, Canada, any
State, or Province of Canada.
(9) To acquire, by purchase, lease, or donation,
such real and personal property and any interest
therein, and to sell, lease, or otherwise dispose of
such real and personal property, as the Bank Board
considers necessary for the conduct of its business.
(10) To determine the character of, and the ne-
cessity for, its obligations and expenditures, and the
manner in which they shall be incurred, allowed, and