or undertaking supplied by other sources, and such 
other records as will facilitate an effective audit. 
(6) ACCESS TO RECORDS.—The Corporation or 
any of its duly authorized representatives shall have 
access to any books, documents, papers, and records 
of any recipient of assistance for the purpose of au-
diting and examining all funds received from the 
Corporation. 
(7) PUBLIC
INSPECTION.—The Corporation 
shall maintain the information described in para-
graphs (4), (5), and (6) at its offices for public in-
spection and copying for at least 3 years, according 
to such reasonable guidelines as the Corporation 
may issue. This public file shall be updated regu-
larly. 
SEC. 308. RAIL INFRASTRUCTURE FINANCE TRUST. 
(a) ESTABLISHMENT.—The Board of Directors of the 
Rail Infrastructure Finance Corporation shall establish 
the Rail Infrastructure Finance Trust (in this section re-
ferred to as the ‘‘Trust’’) as a trust domiciled in the State 
of Delaware before the issuance of bonds under section 
305(b). The Trust shall, to the extent not inconsistent 
with this title, be subject to the laws of the State of Dela-
ware that are applicable to trusts. The Trust shall manage 
and invest the assets of the Rail Infrastructure Investment
Account established under section 307(c) that are trans-
ferred to it by the Board of Directors in the manner set 
forth in this section. 
(b) NOT
A FEDERAL AGENCY
OR INSTRUMEN-
TALITY.—The Trust is not a department, agency, or other 
instrumentality of the Government of the United States 
and shall not be subject to title 31, United States Code. 
(c) BOARD OF TRUSTEES.— 
(1) ESTABLISHMENT.—The Trust shall have a 
Board of Trustees. 
(2) COMPOSITION.— 
(A) APPOINTMENT.—The Board of Trust-
ees shall consist of 5 members (in this title re-
ferred to as ‘‘Trustees’’), 3 of whom shall be 
appointed by a unanimous vote of the Board of 
Directors of the Rail Infrastructure Finance 
Corporation. 
(B) REPRESENTATION OF PARTICULAR IN-
TERESTS.—The 3 members of the Board of 
Trustees whose unanimous appointment is re-
quired under subparagraph (A) shall be selected 
as follows: 
(i) 1 from among persons who rep-
resent the interests of the States.
(ii) 1 from among persons who rep-
resent the interests of freight and pas-
senger railroads. 
(iii) 1 from among persons who rep-
resent the interests of classes of investors 
who would be reasonably expected to be-
come holders of qualified rail infrastruc-
ture bonds issued by the Rail Infrastruc-
ture Finance Corporation. 
(C) ELECTED TRUSTEES.—The 2 Trustees 
not appointed under subparagraph (A) shall be 
elected directly by holders of qualified rail infra-
structure bonds issued by the Rail Infrastruc-
ture Finance Corporation through procedures 
established by the Board of Trustees to rep-
resent the interests of such bond holders. The 
election shall be held, and both members elected 
under this subparagraph shall take office as 
Trustees, within 1 year after the initial issuance 
of bonds under section 305(b). 
(3) MEMBERS
NOT
UNITED
STATES
OFFI-
CIALS.—The members of the Board of Trustees may 
not be considered officers or employees of the Gov-
ernment of the United States.
(4) QUALIFICATIONS.—The Trustees shall be 
appointed only from among persons who have experi-
ence and expertise in the management of financial 
investments. No member of the Board of Directors 
of the Rail Infrastructure Finance Corporation is el-
igible to be a Trustee. 
(5) TERMS.—Each member of the Board of 
Trustees shall be appointed for a 3-year term. Any 
member whose term has expired may serve until 
such member’s successor has taken office, or until 
the end of the calendar year in which such member’s 
term has expired, whichever is earlier. A vacancy in 
the Board of Trustees shall not affect the powers of 
the Board of Trustees and shall be filled in the same 
manner as the member whose departure caused the 
vacancy. Any member appointed to fill a vacancy oc-
curring prior to the expiration of the term for which 
the member’s predecessor was appointed shall be ap-
pointed for the remainder of such term. 
(d) POWERS.—The Board of Trustees shall— 
(1) establish investment policies, including 
guidelines, and retain independent advisers to assist 
in the formulation and adoption of the investment 
guidelines;
(2) retain independent investment managers to 
invest the assets of the Trust in a manner consistent 
with such investment guidelines; 
(3) invest assets in the Trust, pursuant to the 
policies adopted under paragraph (1); 
(4) pay administrative expenses of the Trust 
from the assets in the Trust; 
(5) transfer money to the Rail Infrastructure 
Investment Account, upon request of the Board of 
Directors of the Rail Infrastructure Finance Cor-
poration, for bond repayment and administrative ex-
penses of the Corporation; 
(6) develop a formula, subject to approval by 
the Board of Directors before the issuance of bonds 
under section 305(b), for determining when there is 
a sufficient trust income stream for purposes of 
paragraph (7); and 
(7) transfer net spendable proceeds (within the 
meaning of section 507(c)(6)) to the Board of Direc-
tors to be used for grants under title II after deter-
mining that adequate trust funds are available, or 
that there is a trust income stream sufficient, to 
allow the Board of Trustees to meet its obligations 
under paragraphs (4) and (5).
(e) REPORTING REQUIREMENTS
AND FIDUCIARY 
STANDARDS.—The following reporting requirements and 
fiduciary standards shall apply with respect to the Trust: 
(1) DUTIES OF THE BOARD OF TRUSTEES.— 
The Trust and each member of the Board of Trust-
ees shall discharge the duties of the Trust and the 
duties of the Trustee, respectively (including the vot-
ing of proxies), with respect to the assets of the 
Trust solely in the interests of the Rail Infrastruc-
ture Finance Corporation and the programs funded 
under this title— 
(A) for the exclusive purposes of— 
(i) providing sufficient funds to repay 
qualified rail infrastructure bonds issued 
by the Rail Infrastructure Finance Cor-
poration; 
(ii) funding the administrative costs of 
the Rail Infrastructure Finance Corpora-
tion; 
(iii) defraying reasonable expenses of 
administering the Trust; and 
(iv) providing grants for projects 
under title II; and 
(B) with the care, skill, prudence, and dili-
gence under the circumstances then prevailing
that a prudent person acting in a like capacity 
and familiar with such matters would use in the 
conduct of an enterprise of a like character and 
with like aims; 
(C) by diversifying investments so as to 
minimize the risk of large losses and to avoid 
disproportionate influence over a particular in-
dustry or firm, unless under the circumstances 
it is clearly prudent not to do so; and 
(D) in accordance with Trust governing 
documents and instruments insofar as such doc-
uments and instruments are consistent with 
this title. 
(2) PROHIBITIONS WITH RESPECT TO MEMBERS 
OF THE BOARD OF TRUSTEES.—A member of the 
Board of Trustees may not— 
(A) deal with the assets of the Trust in the 
Trustee’s own interest or for the Trustee’s own 
account; 
(B) act in an individual or in any other ca-
pacity, in any transaction involving the assets 
of the Trust on behalf of a party (or represent 
a party) whose interests are adverse to the in-
terests of the Trust and the Rail Infrastructure 
Finance Corporation; or
(C) receive any consideration for the 
Trustee’s own personal account from any party 
dealing with the assets of the Trust. 
(3) EXCULPATORY
PROVISIONS
AND
INSUR-
ANCE.—Any provision in an agreement or instru-
ment that purports to relieve a Trustee from respon-
sibility or liability for any responsibility, obligation, 
or duty under this title shall be void. Nothing in this 
paragraph shall be construed to preclude— 
(A) the Trust from purchasing insurance 
for its Trustees or for itself to cover liability or 
losses occurring by reason of the act or omis-
sion of a Trustee, if such insurance permits re-
course by the insurer against the Trustee in the 
case of a breach of a fiduciary obligation by 
such Trustee; 
(B) a Trustee from purchasing insurance 
to cover liability under this section from and for 
his own account; or 
(C) an employer or an employee organiza-
tion from purchasing insurance to cover poten-
tial liability of 1 or more Trustees with respect 
to their fiduciary responsibilities, obligations, 
and duties under this section. 
(4) TRUSTEES, BONDS.—
(A) REQUIREMENT.—Each Trustee and 
every person who handles funds or other prop-
erty of the Trust (in this section referred to as 
‘‘Trust official’’) shall be bonded. The bond 
shall provide protection to the Trust against 
loss by reason of acts of fraud or dishonesty on 
the part of any Trust official, directly or 
through the connivance of others. 
(B) AMOUNT.—The amount of a bond for 
a Trustee under this paragraph shall be fixed 
at the beginning of each fiscal year of the Trust 
by the Board of Directors of the Rail Infra-
structure Finance Corporation. The amount 
may not be less than 10 percent of the amount 
of the funds administered by the Trust. 
(C) UNLAWFUL CONDUCT.—It shall be un-
lawful for— 
(i) any Trust official to receive, han-
dle, disburse, or otherwise exercise custody 
or control of any of the funds or other 
property of the Trust without being bond-
ed as required by this subsection; 
(ii) any Trust official, or any other 
person having authority to direct the per-
formance of such functions, to permit such
functions, or any of them, to be performed 
by any Trust official, with respect to whom 
the requirements of this subsection have 
not been met; and 
(iii) any person to procure any bond 
required by this subsection from any sur-
ety or other company or through any agent 
or broker in whose business operations 
such person has any control or significant 
financial interest, direct or indirect. 
(f) ADMINISTRATIVE MATTERS.— 
(1) AUTHORITY.—The Board of Trustees shall 
have the authority to make rules to govern its oper-
ations, employ professional staff, and contract with 
outside advisors (including the Rail Infrastructure 
Finance Corporation) to provide legal, accounting, 
investment advisory, or other services necessary for 
the proper administration of this section. In the case 
of a contract for investment advisory services, com-
pensation for such services may be provided on a 
fixed fee basis or on such other terms and conditions 
as are customary for such services. 
(2) QUORUM AND PROCEEDINGS.—Three mem-
bers of the Board of Trustees shall constitute a 
quorum for the Board to conduct business. Invest-
ment guidelines shall be adopted by a unanimous 
vote of the entire Board of Trustees. All other deci-
sions of the Board of Trustees shall be decided by 
a majority vote of the quorum present. All decisions 
of the Board of Trustees shall be entered upon the 
records of the Board of Trustees. 
(3) COMPENSATION
OF
TRUSTEES
AND
EM-
PLOYEES.—The salaries of the Trustees are subject 
to the limitations in section 302(i). 
(4) 
COMPENSATION
ARRANGEMENTS.—The 
Board of Trustees may compensate investment advi-
sory service providers and employees of the Trust on 
a fixed contract fee basis or on such other terms and 
conditions as are customary for such services. 
(5) FUNDING.—The expenses of the Trust and 
the Board of Trustees that are incurred under this 
section shall be paid from the Trust. 
(g) AUDIT AND REPORT.— 
(1) REQUIREMENT FOR ANNUAL AUDIT.—The 
Trust shall annually engage an independent qualified 
public accountant to audit the financial statements 
of the Trust. 
(2) 
ANNUAL
MANAGEMENT
REPORT.—The 
Trust shall submit an annual management report to 
be included in the annual report of the Corporation
required under section 306. The management report 
under this paragraph shall include the following 
matters: 
(A) A statement of financial position. 
(B) A statement of operations. 
(C) A statement of cash flows. 
(D) A statement on internal accounting 
and administrative control systems. 
(E) The report resulting from an audit of 
the financial statements of the Trust conducted 
under paragraph (1). 
(F) Any other comments and information 
necessary to inform Congress about the oper-
ations and financial condition of the Trust. 
(h) ENFORCEMENT.—The Rail Infrastructure Fi-
nance Corporation may commence a civil action— 
(1) to enjoin any act or practice by the Trust, 
its Board of Trustees, or its employees or agents 
that violates any provision of this title; or 
(2) to obtain other appropriate relief to redress 
such violations, or to enforce any provisions of this 
title. 
(i) EXEMPTION FROM TAX FOR RAIL INFRASTRUC-
TURE FINANCE TRUST.—Subsection (c) of section 501 of
the Internal Revenue Code of 1986 is amended by adding 
at the end the following new paragraph: 
‘‘(29) The Rail Infrastructure Finance Trust 
established under section 308 of the True Reinvest-
ment for Amtrak Infrastructure in the 21st Century 
Act.’’. 
TITLE 
IV—RAIL 
INFRASTRUC-
TURE TAX CREDIT BONDS 
SEC. 401. CREDIT TO HOLDERS OF QUALIFIED RAIL INFRA-
STRUCTURE BONDS. 
(a) IN GENERAL.—Part IV of subchapter A of chap-
ter 1 of the Internal Revenue Code of 1986 (relating to 
credits against tax) is amended by adding at the end the 
following new subpart: 
‘‘Subpart H—Nonrefundable Credit for Holders of 
Qualified Rail Infrastructure Bonds 
‘‘Sec. 54. Credit to holders of qualified rail infrastructure bonds. 
‘‘SEC. 54. CREDIT TO HOLDERS OF QUALIFIED RAIL INFRA-
STRUCTURE BONDS. 
‘‘(a) ALLOWANCE OF CREDIT.—In the case of a tax-
payer who holds a qualified rail infrastructure bond on 
a credit allowance date of such bond which occurs during 
the taxable year, there shall be allowed as a credit against 
the tax imposed by this chapter for such taxable year an 
amount equal to the sum of the credits determined under