217 
tions of the president of the Corporation, who 
shall— 
‘‘(i) be the chief executive officer for 
the Corporation and shall direct the imple-
mentation of the policies adopted by the 
board of directors of the Corporation; 
‘‘(ii) serve as a member of the Direc-
torate of the Financing Corporation, under 
section 21(b)(1)(A); and 
‘‘(iii) serve as a member of the Direc-
torate of the Resolution Funding Corpora-
tion, under section 21B(c)(1)(A); 
‘‘(F) provide for the review and approval 
of all contracts of the Corporation; 
‘‘(G) have the exclusive authority to em-
ploy and contract for the services of an inde-
pendent, external auditor for the annual and 
quarterly combined financial statements of the 
Federal Home Loan Banks; and 
‘‘(H) select, evaluate, determine the com-
pensation of, and, as appropriate, replace the 
internal auditor of the Corporation, who may be 
removed only by vote of the board of directors 
of the Corporation.
218 
‘‘(5) PAY.—The members of the board of direc-
tors of the Corporation shall not receive compensa-
tion for their services as members of the board of di-
rectors. 
‘‘(6) QUORUM REQUIREMENT.— 
‘‘(A) IN
GENERAL.—No business of the 
Corporation may be conducted by the board of 
directors unless a quorum of the members of 
the board of directors is present in person or by 
telephone, or through action taken by written 
consent executed by all of the directors. 
‘‘(B) NUMBER.—Directors representing a 
majority of the members of the board of direc-
tors shall constitute a quorum. 
‘‘(C) VOTE REQUIRED.—Action taken by 
the board of directors shall be approved by a 
majority of the directors in attendance at any 
meeting at which a quorum is present, unless 
the board of directors adopts procedures requir-
ing a greater voting requirement. 
‘‘(7) APPOINTMENT OF OFFICERS AND ADOP-
TION OF RULES OF PROCEDURE.—The board of di-
rectors of the Corporation shall—
219 
‘‘(A) select, from among the members of 
such board, a Chairperson and a Vice Chair-
person; and 
‘‘(B) adopt by-laws and other rules of pro-
cedure for actions before the board of directors, 
including the establishment of 1 or more com-
mittees to take action on behalf of the board of 
directors, and the delegation of powers of the 
board of directors to any committee or officer 
of the Corporation. 
‘‘(d) STOCK.— 
‘‘(1) ISSUANCE OF EQUAL AMOUNT TO EACH 
BANK.—The Corporation shall issue to each Federal 
home loan bank one share of voting capital stock, 
with a par value of $100 per share. 
‘‘(2) RESTRICTED
TRANSFERABILITY.—Stock 
issued under paragraph (1) may be owned and held 
only by the Federal Home Loan Banks. 
‘‘(3) 
PAYMENT
UPON
ISSUANCE.—Upon 
issuance of any share of stock under this subsection 
to any Federal Home Loan Bank, the bank shall 
pay to the Corporation the total amount due for 
such stock. 
‘‘(4) DISTRIBUTION REQUIREMENT.—
220 
‘‘(A) IN GENERAL.—The total amount of 
outstanding stock of the Corporation shall, at 
all times, be distributed equally among all the 
Federal Home Loan Banks. 
‘‘(B) PROCEDURES.—The board of direc-
tors of the Corporation shall adopt procedures 
to implement subparagraph (A). 
‘‘(e) STATUS.—Except to the extent expressly pro-
vided in this Act, or in rules and regulations promulgated 
by the Director, or unless the context clearly indicates oth-
erwise, the Corporation shall be accorded the same status 
as a Federal Home Loan Bank for purposes of any law, 
including sections 2B and 13 of this Act.’’. 
SEC. 205. SECURITIES AND EXCHANGE COMMISSION DIS-
CLOSURE. 
(a) IN GENERAL.—The Federal Home Loan Banks 
shall be exempt from compliance with— 
(1) sections 13(e), 14(a), 14(c), and 17A of the 
Securities Exchange Act of 1934 and related Com-
mission regulations; and 
(2) section 15 of that Act and related Securities 
and Exchange Commission regulations with respect 
to transactions in capital stock of the Banks. 
(b) MEMBER EXEMPTION.—The members of the 
Federal Home Loan Banks shall be exempt from compli-
221 
ance with sections 13(d), 13(f), 13(g), 14(d), and 16 of 
the Securities Exchange Act of 1934 and related Securi-
ties and Exchange Commission regulations with respect 
to their ownership of, or transactions in, capital stock of 
the Federal Home Loan Banks. 
(c) EXEMPTED AND GOVERNMENT SECURITIES.— 
(1) CAPITAL STOCK.—The capital stock issued 
by each of the Federal Home Loan Banks under 
section 6 of the Federal Home Loan Bank Act are— 
(A) exempted securities within the mean-
ing of section 3(a)(2) of the Securities Act of 
1933; and 
(B) ‘‘exempted securities’’ within the 
meaning of section 3(a)(12)(A) of the Securities 
Exchange Act of 1934. 
(2) OTHER
OBLIGATIONS.—The debentures, 
bonds, and other obligations issued under section 11 
of the Federal Home Loan Bank Act are— 
(A) exempted securities within the mean-
ing of section 3(a)(2) of the Securities Act of 
1933; 
(B) ‘‘government securities’’ within the 
meaning of section 3(a)(42) of the Securities 
Exchange Act of 1934;
222 
(C) excluded from the definition of ‘‘gov-
ernment securities broker’’ within section 
3(a)(43) of the Securities Exchange Act of 
1934; 
(D) excluded from the definition of ‘‘gov-
ernment 
securities 
dealer’’ 
within 
section 
3(a)(44) of the Securities Exchange Act of 
1934; and 
(E) ‘‘government securities’’ within the 
meaning of section 2(a)(16) of the Investment 
Company Act of 1940. 
(d) 
EXEMPTION
FROM
REPORTING
REQUIRE-
MENTS.—The Federal Home Loan Banks shall be exempt 
from periodic reporting requirements pertaining to— 
(1) the disclosure of related party transactions 
that occur in the ordinary course of business of the 
Banks with their members; and 
(2) the disclosure of unregistered sales of equity 
securities. 
(e) TENDER OFFERS.—The Securities and Exchange 
Commission’s rules relating to tender offers shall not 
apply in connection with transactions in capital stock of 
the Federal Home Loan Banks. 
(f) REGULATIONS.—In issuing final regulations to 
implement provisions of this section, the Securities and
223
Exchange Commission shall consider the distinctive char-
acteristics of the Federal Home Loan Banks when evalu-
ating the accounting treatment with respect to the pay-
ment to REFCORP, the role of the combined financial 
statements of the twelve Banks, the accounting classifica-
tion of redeemable capital stock, and the accounting treat-
ment related to the joint and several nature of the obliga-
tions of the Banks. 
SEC. 206. COMMUNITY FINANCIAL INSTITUTION MEMBERS. 
(a) TOTAL ASSET REQUIREMENT.—Paragraph (12) 
of section 2 of the Federal Home Loan Bank Act (12 
U.S.C. 1422(12)), as so redesignated by section 202(2)of 
this Act, is amended by striking ‘‘$500,000,000’’ each 
place such term appears and inserting ‘‘$1,000,000,000’’. 
(b) USE OF ADVANCES FOR COMMUNITY DEVELOP-
MENT ACTIVITIES.—Section 10(a) of the Federal Home 
Loan Bank Act (12 U.S.C. 1430(a)) is amended—
(1) in paragraph (2)(B)—
(A) by striking ‘‘and’’; and 
(B) by inserting ‘‘, and community devel-
opment activities’’ before the period at the end; 
and 
(2) in paragraph (6)—
(A) by striking ‘‘and’’; and
224 
(B) by inserting ‘‘and ‘community develop-
ment activities’ ’’ before ‘‘shall’’. 
TITLE III—TRANSFER OF FUNC-
TIONS, 
PERSONNEL, 
AND 
PROPERTY 
OF 
OFFICE 
OF 
FEDERAL 
HOUSING 
ENTER-
PRISE OVERSIGHT AND FED-
ERAL 
HOUSING 
FINANCE 
BOARD 
Subtitle A—Office of Federal 
Housing Enterprise Oversight 
SEC. 301. ABOLISHMENT OF OFHEO. 
(a) IN GENERAL.—Effective at the end of the 1-year 
period beginning on the date of the enactment of this Act, 
the Office of Federal Housing Enterprise Oversight of the 
Department of Housing and Urban Development and the 
positions of the Director and Deputy Director of such Of-
fice are abolished. 
(b) DISPOSITION OF AFFAIRS.—During the 1-year 
period beginning on the date of the enactment of this Act, 
the Director of the Office of Federal Housing Enterprise 
Oversight shall, solely for the purpose of winding up the 
affairs of the Office of Federal Housing Enterprise Over-
sight—
225 
(1) manage the employees of such Office and 
provide for the payment of the compensation and 
benefits of any such employee which accrue before 
the effective date of the transfer of such employee 
pursuant to section 303; and 
(2) may take any other action necessary for the 
purpose of winding up the affairs of the Office. 
(c) STATUS OF EMPLOYEES BEFORE TRANSFER.— 
The amendments made by title I and the abolishment of 
the Office of Federal Housing Enterprise Oversight under 
subsection (a) of this section may not be construed to af-
fect the status of any employee of such Office as employ-
ees of an agency of the United States for purposes of any 
other provision of law before the effective date of the 
transfer of any such employee pursuant to section 303. 
(d) USE OF PROPERTY AND SERVICES.— 
(1) PROPERTY.—The Director of the Federal 
Housing Finance Agency may use the property of 
the Office of Federal Housing Enterprise Oversight 
to perform functions which have been transferred to 
the Director of the Federal Housing Finance Agency 
for such time as is reasonable to facilitate the or-
derly transfer of functions transferred pursuant to 
any other provision of this Act or any amendment 
made by this Act to any other provision of law.
226 
(2) AGENCY
SERVICES.—Any agency, depart-
ment, or other instrumentality of the United States, 
and any successor to any such agency, department, 
or instrumentality, which was providing supporting 
services to the Office of Federal Housing Enterprise 
Oversight before the expiration of the period under 
subsection (a) in connection with functions that are 
transferred to the Director of the Federal Housing 
Finance Agency shall— 
(A) continue to provide such services, on a 
reimbursable basis, until the transfer of such 
functions is complete; and 
(B) consult with any such agency to co-
ordinate and facilitate a prompt and reasonable 
transition. 
(e) SAVINGS PROVISIONS.— 
(1) EXISTING RIGHTS, DUTIES, AND OBLIGA-
TIONS NOT AFFECTED.—Subsection (a) shall not af-
fect the validity of any right, duty, or obligation of 
the United States, the Director of the Office of Fed-
eral Housing Enterprise Oversight, or any other per-
son, which— 
(A) arises under or pursuant to the title 
XIII of the Housing and Community Develop-
ment Act of 1992, the Federal National Mort-
227 
gage Association Charter Act, the Federal 
Home Loan Mortgage Corporation Act, or any 
other provision of law applicable with respect to 
such Office; and 
(B) existed on the day before the abolish-
ment under subsection (a) of this section. 
(2) CONTINUATION
OF
SUITS.—No action or 
other proceeding commenced by or against the Di-
rector of the Office of Federal Housing Enterprise 
Oversight in connection with functions that are 
transferred to the Director of the Federal Housing 
Finance Agency shall abate by reason of the enact-
ment of this Act, except that the Director of the 
Federal Housing Finance Agency shall be sub-
stituted for the Director of the Office of Federal 
Housing Enterprise Oversight as a party to any 
such action or proceeding. 
SEC. 302. CONTINUATION AND COORDINATION OF CERTAIN 
REGULATIONS. 
All regulations, orders, determinations, and resolu-
tions that— 
(1) were issued, made, prescribed, or allowed to 
become effective by— 
(A) the Office of Federal Housing Enter-
prise Oversight;