U.S. Code > Title 12 Banks and Banking > CHAPTER 11—FEDERAL HOME LOAN BANKS (§§ 1421—1449) > § 1441. Financing Corporation

§ 1441. Financing Corporation

(a) Establishment
Notwithstanding any other provision of law, the Director shall charter a corporation to be known as the Financing Corporation.
(b) Management of Financing Corporation
(1) Directorate
The Financing Corporation shall be under the management of a directorate composed of 3 members as follows:
(A) The Director of the Office of Finance of the Federal Home Loan Banks (or the head of any successor to such office).
(B) 2 members selected by the Director from among the presidents of the Federal Home Loan Banks.
(2) Terms
Each member appointed under paragraph (1)(B) shall be appointed for a term of 1 year.
(3) Vacancy
If any member leaves the office in which such member was serving when appointed to the Directorate—
(A) such member’s service on the Directorate shall terminate on the date such member leaves such office; and
(B) the successor to the office of such member shall serve the remainder of such member’s term.
(4) Equal representation of banks
No president of a Federal Home Loan Bank may be appointed to serve an additional term on the Directorate until such time as the presidents of each of the other Federal Home Loan Banks have served as many terms on the Directorate as the president of such bank (before the appointment of such president to such additional term).
(5) Chairperson
The Director shall select the chairperson of the Directorate from among the 3 members of the Directorate.
(6) Staff
(A) No paid employees
The Financing Corporation shall have no paid employees.
(B) Powers
The Directorate may, with the approval of the Director, authorize the officers, employees, or agents of the Federal Home Loan Banks to act for and on behalf of the Financing Corporation in such manner as may be necessary to carry out the functions of the Financing Corporation.
(7) Administrative expenses
(A) In general
All administrative expenses of the Financing Corporation shall be paid by the Federal Home Loan Banks.
(B) Pro rata distribution
The amount each Federal Home Loan Bank shall pay shall be determined by the Director by multiplying the total administrative expenses for any period by the percentage arrived at by dividing—
(i) the aggregate amount the Director required such bank to invest in the Financing Corporation (as of the time of such determination) under paragraphs (4) and (5) of subsection (d) of this section (as computed without regard to paragraph (3) or (6) of such subsection); by
(ii) the aggregate amount the Director required all Federal Home Loan Banks to invest (as of the time of such determination) under such paragraphs.
(C) Administrative expenses defined
For purposes of this paragraph, the term “administrative expenses” does not include—
(i) issuance costs (as such term is defined in subsection (g)(5)(A) of this section);
(ii) any interest on (and any redemption premium with respect to) any obligation of the Financing Corporation; or
(iii) custodian fees (as such term is defined in subsection (g)(5)(B) of this section).
(8) Regulation by Director
The Directorate shall be subject to such regulations, orders, and directions as the Director may prescribe.
(9) No compensation from Financing Corporation
Members of the Directorate shall receive no pay, allowances, or benefits from the Financing Corporation by reason of their service on the Directorate.
(c) Powers of Financing Corporation
The Financing Corporation shall have only the following powers, subject to the other provisions of this section and such regulations, orders, and directions as the Director may prescribe:
(1) To issue nonvoting capital stock to the Federal Home Loan Banks.
(2) To invest in any security issued by the Federal Savings and Loan Insurance Corporation under section 1725 (b) of this title prior to August 9, 1989, and thereafter to transfer the proceeds of any obligation issued by the Financing Corporation to the FSLIC Resolution Fund.
(3) To issue debentures, bonds, or other obligations and to borrow, to give security for any amount borrowed, and to pay interest on (and any redemption premium with respect to) any such obligation or amount.
(4) To impose assessments in accordance with subsection (f) of this section.
(5) To adopt, alter, and use a corporate seal.
(6) To have succession until dissolved.
(7) To enter into contracts.
(8) To sue and be sued in its corporate capacity, and to complain and defend in any action brought by or against the Financing Corporation in any State or Federal court of competent jurisdiction.
(9) To exercise such incidental powers not inconsistent with the provisions of this section as are necessary or appropriate to carry out the provisions of this section.
(d) Capitalization of Financing Corporation
(1) Purchase of capital stock by Federal Home Loan Banks
(A) In general
Each Federal Home Loan Bank shall invest in nonvoting capital stock of the Financing Corporation at such times and in such amounts as the Director may prescribe under this subsection.
(B) Par value; transferability
Each share of stock issued by the Financing Corporation to a Federal Home Loan Bank shall have par value in an amount determined by the Director and shall be transferable only among the Federal Home Loan Banks in the manner and to the extent prescribed by the Director at not less than par value.
(2) Aggregate dollar amount limitation on all investments
The aggregate amount of funds invested by all Federal Home Loan Banks in nonvoting capital stock of the Financing Corporation shall not exceed $3,000,000,000.
(3) Maximum investment amount limitation for each Federal Home Loan Bank
The cumulative amount of funds invested in nonvoting capital stock of the Financing Corporation by each Federal Home Loan Bank shall not exceed the aggregate amount of—
(A) the sum of—
(i) the reserves maintained by such bank on December 31, 1985, pursuant to the requirement contained in the first 2 sentences of section 1436 of this title; and
(ii) the undivided profits (as defined in paragraph (7)) of such bank on such date; and
(B) the sum of—
(i) the amounts added to reserves after December 31, 1985, pursuant to the requirement contained in the first 2 sentences of section 1436 of this title; and
(ii) the undivided profits of such bank accruing after such date.
(4) Pro rata distribution of 1st $1,000,000,000 invested in Financing Corporation by Home Loan Banks
Of the first $1,000,000,000 in the aggregate which the Thrift Depositor Protection Oversight Board pursuant to section 1441b of this title or the Director under this section (as the case may be) may require the Federal Home Loan Banks collectively to invest in the stock of the Funding Corporation or invest in the capital stock of the Financing Corporation, respectively, the amount which each Federal Home Loan Bank (or any successor to such Bank) shall invest shall be determined by the Thrift Depositor Protection Oversight Board or the Director (as the case may be) by multiplying the aggregate amount of such payment or investment by all Banks by the percentage appearing in the following table for each such Bank:

 
Bank Percentage
Federal Home Loan Bank of Boston 1.8629
Federal Home Loan Bank of New York 9.1006
Federal Home Loan Bank of Pittsburgh 4.2702
Federal Home Loan Bank of Atlanta 14.4007
Federal Home Loan Bank of Cincinnati 8.2653
Federal Home Loan Bank of Indianapolis 5.2863
Federal Home Loan Bank of Chicago 9.6886
Federal Home Loan Bank of Des Moines 6.9301
Federal Home Loan Bank of Dallas 8.8181
Federal Home Loan Bank of Topeka 5.2706
Federal Home Loan Bank of San Francisco 19.9644
Federal Home Loan Bank of Seattle 6.1422

(5) Pro rata distribution of amounts required to be invested in excess of $1,000,000,000
With respect to any amount in excess of the $1,000,000,000 amount referred to in paragraph (4) which the Director may require the Federal Home Loan Banks to invest in capital stock of the Financing Corporation under this subsection, the amount which each Federal Home Loan Bank (or any successor to such bank) shall invest shall be determined by the Director by multiplying such excess amount by the percentage arrived at by dividing—
(A) the sum of the total assets (as of the most recent December 31) held by all Savings Association Insurance Fund members which are members of such bank; by
(B) the sum of the total assets (as of such date) held by all Savings Association Insurance Fund members which are members of any Federal Home Loan Bank.
(6) Special provisions relating to maximum amount limitations
(A) In general
If the amount any Federal Home Loan Bank is required to invest in capital stock of the Financing Corporation pursuant to a determination by the Director under paragraph (5) (or under subparagraph (B) of this paragraph) exceeds the maximum investment amount applicable with respect to such bank under paragraph (3) at the time of such determination (hereinafter in this paragraph referred to as the “excess amount”)—
(i) the Director shall require each remaining Federal Home Loan Bank to invest (in addition to the amount determined under paragraph (5) for such remaining bank and subject to the maximum investment amount applicable with respect to such remaining bank under paragraph (3) at the time of such determination) in such capital stock on behalf of the bank in the amount determined under subparagraph (B);
(ii) the Director shall require the bank to subsequently purchase the excess amount of capital stock from the remaining banks in the manner described in subparagraph (C); and
(iii) the requirements contained in subparagraphs (D) and (E) relating to the use of net earnings shall apply to such bank until the bank has purchased all of the excess amount of capital stock.
(B) Allocation of excess amount among remaining Home Loan Banks
The amount each remaining Federal Home Loan Bank shall be required to invest under subparagraph (A)(i) is the amount determined by the Director by multiplying the excess amount by the percentage arrived at by dividing—
(i) the amount of capital stock of the Financing Corporation held by such remaining bank at the time of such determination; by
(ii) the aggregate amount of such stock held by all remaining banks at such time.
(C) Purchase procedure
The bank on whose behalf an investment in capital stock is made under subparagraph (A)(i) shall purchase, annually and at the issuance price, from each remaining bank an amount of such stock determined by the Director by multiplying the amount available for such purchases (at the time of such determination) by the percentage determined under subparagraph (B) with respect to such remaining bank until the aggregate amount of such capital stock has been purchased by the bank.
(D) Limitation on dividends
The amount of dividends which may be paid for any year by a bank on whose behalf an investment is made under subparagraph (A)(i) shall not exceed an amount equal to 1/2 of the net earnings of the bank for the year.
(E) Transfer to account for purchase of stock required
Of the net earnings for any year of a bank on whose behalf an investment is made under subparagraph (A)(i), such amount as is necessary to make the purchases of stock required under subparagraph (A)(ii) shall be placed in a reserve account (established in such manner as the Director shall prescribe by regulations) the balance in which shall be available only for such purchases.
(7) Undivided profits defined
For purposes of paragraph (3), the term “undivided profits” means retained earnings minus the sum of—
(A) that portion required to be added to reserves maintained pursuant to the first two sentences of section 1436 of this title; and
(B) the dollar amounts held by the respective Federal Home Loan Banks in special dividend stabilization reserves on December 31, 1985, as determined under the following table:

 
Bank Dollar amount
Federal Home Loan Bank of Boston $3.2 million
Federal Home Loan Bank of New York 7.7 million
Federal Home Loan Bank of Pittsburgh 5.2 million
Federal Home Loan Bank of Atlanta 12.3 million
Federal Home Loan Bank of Cincinnati 5.9 million
Federal Home Loan Bank of Indianapolis 37.4 million
Federal Home Loan Bank of Chicago 6.0 million
Federal Home Loan Bank of Des Moines 32.7 million
Federal Home Loan Bank of Dallas 45.0 million
Federal Home Loan Bank of Topeka 13.7 million
Federal Home Loan Bank of San Francisco 21.9 million
Federal Home Loan Bank of Seattle 33.6 million

(e) Obligations of Financing Corporation
(1) Limitation on amount of outstanding obligations
The aggregate amount of obligations of the Financing Corporation which may be outstanding at any time (as determined by the Director) shall not exceed the lesser of—
(A) an amount equal to the greater of—
(i) 5 times the amount of the nonvoting capital stock of the Financing Corporation which is outstanding at such time; or
(ii) the sum of the face amounts (the amount of principal payable at maturity) of securities described in subsection (g)(2) of this section which are held at such time in the segregated account established pursuant to such subsection; or
(B) $10,825,000,000.
(2) Termination of borrowing authority
No obligation of the Financing Corporation shall be issued after December 12, 1991.
(3) Limitation on term of obligations
No obligation of the Financing Corporation may be issued which matures—
(A) more than 30 years after the date of issue; or
(B) after December 31, 2026.
(4) Investment of United States funds in obligations
Obligations issued under this section by the Financing Corporation with the approval of the Director shall be lawful investments, and may be accepted as security, for all fiduciary, trust, and public funds the investment or deposit of which shall be under the authority or control of the United States or any officer of the United States.
(5) Market for obligations
All persons having the power to invest in, sell, underwrite, purchase for their own accounts, accept as security, or otherwise deal in obligations of the Federal Home Loan Banks shall also have the power to do so with respect to obligations of the Financing Corporation.
(6) No full faith and credit of the United States
Obligations of the Financing Corporation and the interest payable on such obligations shall not be obligations of, or guaranteed as to principal or interest by, the Federal Home Loan Banks, the United States, or the FSLIC Resolution Fund and the obligations shall so plainly state.
(7) Tax exempt status
(A) In general
Except as provided in subparagraph (B), obligations of the Financing Corporation shall be exempt from tax both as to principal and interest to the same extent as any obligation of a Federal Home Loan Bank is exempt from tax under section 1433 of this title.
(B) Exception
The Financing Corporation, like the Federal Home Loan Banks, shall be treated as an agency of the United States for purposes of the first sentence of section 3124 (b) of title 31 (relating to determination of tax status of interest on obligations).
(8) Obligations are exempt securities
Notwithstanding paragraph (7),[1] obligations of the Financing Corporation shall be deemed to be exempt securities (within the meaning of laws administered by the Securities and Exchange Commission) to the same extent as securities which are direct obligations of the United States or are guaranteed as to principal or interest by the United States.
(9) Minority participation in public offerings
The Chairperson of the Director [2] and the Directorate shall ensure that minority owned or controlled commercial banks, investment banking firms, underwriters, and bond counsels throughout the United States have an opportunity to participate to a significant degree in any public offering of obligations issued under this section.
(f) Sources of funds for interest payments; Financing Corporation assessment authority
The Financing Corporation shall obtain funds for anticipated interest payments, issuance costs, and custodial fees on obligations issued hereunder from the following sources:
(1) Preenactment assessments
The Financing Corporation assessments which were assessed on insured institutions pursuant to this section as in effect prior to August 9, 1989.
(2) New assessment authority
In addition to the amounts obtained pursuant to paragraph (1), the Financing Corporation, with the approval of the Board [3] of Directors of the Federal Deposit Insurance Corporation, shall assess against each insured depository institution an assessment (in the same manner as assessments are assessed against such institutions by the Federal Deposit Insurance Corporation under section 1817 of this title).
(3) Receivership proceeds
To the extent the amounts available pursuant to paragraphs (1) and (2) are insufficient to cover the amount of interest payments, issuance costs, and custodial fees, and if the funds are not required by the Resolution Funding Corporation to provide funds for the Funding Corporation Principal Fund under section 1441b of this title, the Federal Deposit Insurance Corporation shall transfer to the Financing Corporation, from the liquidating dividends and payments made on claims received by the FSLIC Resolution Fund (established under section 1821a of this title) from receiverships, the remaining amount of funds necessary for the Financing Corporation to make interest payments.
(g) Use and disposition of assets of Financing Corporation not invested in FSLIC
(1) In general
Subject to such regulations, restrictions, and limitations as may be prescribed by the Director, assets of the Financing Corporation, which are not invested in capital certificates or capital stock issued by the Federal Savings and Loan Insurance Corporation under section 1725 (b)(1)(A) of this title before August 9, 1989, and after August 9, 1989, in capital certificates issued by the FSLIC Resolution Fund, shall be invested in—
(A) direct obligations of the United States;
(B) obligations, participations, or other instruments of, or issued by, the Federal National Mortgage Association or the Government National Mortgage Association;
(C) mortgages, obligations, or other securities for sale by, or which have been disposed of by, the Federal Home Loan Mortgage Corporation under section 1454 or 1455 of this title; or
(D) any other security in which it is lawful for fiduciary and trust funds to be invested under the laws of any State.
(2) Segregated account for zero coupon instruments held to assure payment of principal
The Financing Corporation shall invest in, and hold in a segregated account, noninterest bearing instruments—
(A) which are securities described in paragraph (1); and
(B) the total of the face amounts (the amount of principal payable at maturity) of which is approximately equal to the aggregate amount of principal on the obligations of the Financing Corporation,
to assure the repayment of principal on obligations of the Financing Corporation. For purposes of the foregoing, the Financing Corporation shall be deemed to hold noninterest bearing instruments that it lends temporarily to primary United States Treasury dealers in order to enhance market liquidity and facilitate deliveries, provided that United States Treasury securities of equal or greater value have been delivered as collateral.
(3) Dollar amount limitation on investment in zero coupon instruments for segregated account
The aggregate amount invested by the Financing Corporation under paragraph (2) shall not exceed $2,200,000,000 (as determined on the basis of the purchase price).
(4) Exception for payment of issuance costs, interest, and custodian fees
Notwithstanding the requirements of paragraph (1), the assets of the Financing Corporation referred to in paragraph (1) which are not invested under paragraph (2) may be used to pay—
(A) issuance costs;
(B) any interest on (and any redemption premium with respect to) any obligation of the Financing Corporation; and
(C) custodian fees.
(5) Definitions
For purposes of this subsection—
(A) Issuance costs
The term “issuance costs”—
(i) means issuance fees and commissions incurred by the Financing Corporation in connection with the issuance or servicing of any obligation of the Financing Corporation; and
(ii) includes legal and accounting expenses, trustee and fiscal and paying agent charges, costs incurred in connection with preparing and printing offering materials, and advertising expenses, to the extent that any such cost or expense is incurred by the Financing Corporation in connection with issuing any obligation.
(B) Custodian fees
The term “custodian fee” means—
(i) any fee incurred by the Financing Corporation in connection with the transfer of any security to, or the maintenance of any security in, the segregated account established under paragraph (2); and
(ii) any other expense incurred by the Financing Corporation in connection with the establishment or maintenance of such account.
(h) Miscellaneous provisions relating to Financing Corporation
(1) Treatment for certain purposes
Except as provided in subsection (e)(8)(B) of this section, the Financing Corporation shall be treated as a Federal Home Loan Bank for purposes of sections 1433 and 1443 of this title.
(2) Federal Reserve banks as depositaries and fiscal agents
The Federal Reserve banks are authorized to act as depositaries for or fiscal agents or custodians of the Financing Corporation.
(3) Applicability of certain provisions relating to Government corporation
Notwithstanding the fact that no Government funds may be invested in the Financing Corporation, the Financing Corporation shall be treated, for purposes of sections 9105,[4] 9107, and 9108 of title 31, as a mixed-ownership Government corporation which has capital of the Government.
(i) Termination of Financing Corporation
(1) In general
The Financing Corporation shall be dissolved, as soon as practicable, after the earlier of—
(A) the maturity and full payment of all obligations issued by the Financing Corporation pursuant to this section; or
(B) December 31, 2026.
(2) Director authority to conclude the affairs of Financing Corporation
Effective on the date of the dissolution of the Financing Corporation under paragraph (1), the Director may exercise, on behalf of the Financing Corporation, any power of the Financing Corporation which the Director determines to be necessary to settle and conclude the affairs of the Financing Corporation.
(j) Regulations
The Director may prescribe such regulations as may be necessary to carry out the provisions of this section, including regulations defining terms used in this section.
(k) Definitions
For purposes of this section, the following definitions shall apply:
(1) Directorate
The term “Directorate” means the directorate established in the manner provided in subsection (b)(1) of this section to manage the Financing Corporation.
(2) Net earnings
The term “net earnings” means net earnings without reduction for any chargeoffs or expenses incurred by a Bank in connection with the purchase of capital stock of the Financing Corporation or the purchase of stock of the Funding Corporation required by the Thrift Depositor Protection Oversight Board under subsections (e) and (f) of section 1441b of this title.
(3) Insured depository institution
The term “insured depository institution” has the same meaning as in section 1813 of this title [5]

[1] So in original. Probably should refer to paragraph (6) in view of the renumbering of paragraph (7) as (6) by Pub. L. 101–73.

[2] So in original. See 2008 Amendment note below.

[3] See 2008 Amendment note below.

[4] See References in Text note below.

[5] So in original. Probably should be followed by a period.