Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
- Peter Lynch
What is insider trading>>
- Peter Lynch
What is insider trading>>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 7)
PIMCO FLEXIBLE MUNICIPAL INCOME FUND
(Name of Issuer)
VARIABLE RATE MUNIFUND TERM PREFERRED
(Title of Class of Securities)
72203E400
72203E509
72203E871
(CUSIP Number)
Bank of America Corporation
Bank of America Corporate Center
100 N. Tryon Street
Charlotte, North Carolina 28255
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
August 8, 2022
(Date of Event Which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g),
check the following box ☐.
*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information
which would alter disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of
that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
SCHEDULE 13D
CUSIP No. 72203E400, 72203E509, 72203E871
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1
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NAMES OF REPORTING PERSONS
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Bank of America Corporation
56-0906609
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)
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☐
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(b)
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☒
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS (SEE INSTRUCTIONS)
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WC
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
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☒
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Delaware
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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7
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SOLE VOTING POWER
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0
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8
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SHARED VOTING POWER
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2,000
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9
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SOLE DISPOSITIVE POWER
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0
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10
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SHARED DISPOSITIVE POWER
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2,000
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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2,000
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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☐
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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53.33%
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14
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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HC
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SCHEDULE 13D
CUSIP No. 72203E400, 72203E509, 72203E871
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1
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NAMES OF REPORTING PERSONS
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Banc of America Preferred Funding Corporation
75-2939570
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)
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☐
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(b)
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☒
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS (SEE INSTRUCTIONS)
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WC
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
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☐
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Delaware
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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7
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SOLE VOTING POWER
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0
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8
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SHARED VOTING POWER
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2,000
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9
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SOLE DISPOSITIVE POWER
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0
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10
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SHARED DISPOSITIVE POWER
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2,000
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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2,000
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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☐
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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53.33%
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14
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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CO
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This Amendment No. 7 (this “Amendment”) amends, as set forth below, the statement on Schedule 13D, dated June 17, 2019 and filed with the SEC on June 27, 2019 (the “Original Schedule 13D”), as amended by Amendment No. 1 dated November 18, 2019 and filed with the SEC on November 20, 2019 (“Amendment No.
1”), as further amended by Amendment No. 2 dated April 20, 2020 and filed with the SEC on April 22, 2020 (“Amendment No. 2”), as further amended by Amendment No. 3, dated December 6, 2021 and filed
with the SEC on December 8, 2021 (“Amendment No. 3”), as further amended by Amendment No. 4 dated January 13, 2022 and filed with the SEC on January 18, 2022 (“Amendment No. 4”),
as further amended by Amendment No. 5 dated April 8, 2022 and filed with the SEC on April 12, 2022 (“Amendment No. 5”), and as further amended by Amendment No. 6 dated May 9, 2022 and filed with the SEC on
May 11, 2022 (“Amendment No. 6”), for Bank of America Corporation (“BAC”) and Banc of America Preferred Funding Corporation (“BAPFC”)
(collectively, the “Reporting Persons”) with respect to the remarketable variable rate munifund term preferred shares (“RVMTP Shares”) of PIMCO Flexible Municipal Income Fund (the “Issuer”).
This Amendment is being filed as a result of the entry into the Omnibus Amendment to RVMTP Purchase Agreements by and between the Issuer and BAPFC, dated August 4, 2022 (the “Omnibus
Amendment”), amending (i) that certain Amended and Restated RVMTP Purchase Agreement dated as of December 6, 2021, (ii) that certain RVMTP Purchase Agreement dated April 8, 2022, and (iii) that certain Amended and Restated RVMTP Purchase
Agreement dated as of May 9, 2022, as each may have been previously amended or supplemented (together, the “Existing Purchase Agreements”) relating to the 2049-A RVMTP Shares (CUSIP No. 72203E509), the
2051-A RVMTP Shares (CUSIP No. 72203E400) and the 2052-B RVMTP Shares (CUSIP No. 72203E871) of the Issuer.
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Item 2
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Identity and Background
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Item 2 of the Original Schedule 13D is hereby amended by:
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Item 6
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Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer
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Item 6 of the Original Schedule 13D is hereby amended by adding the following at the end of the first paragraph thereof:
“The Issuer and BAPFC have entered into the Omnibus Amendment, which amends certain terms of the Existing Purchase Agreements related to relating to the 2049-A RVMTP Shares (CUSIP No. 72203E509), the 2051-A RVMTP
Shares (CUSIP No. 72203E400) and the 2052-B RVMTP Shares (CUSIP No. 72203E871) of the Issuer.”
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Item 7
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Material to be Filed as Exhibits
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Item 7 of the Original Schedule 13D is hereby amended by deleting Exhibit 99.1 and Exhibit 99.2 thereto and the insertion of the following exhibits:
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“Exhibit
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Description of Exhibit
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| 99.1 |
Joint Filing Agreement
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| 99.2 |
Power of Attorney
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| 99.16 |
Omnibus Amendment to RVMTP Purchase Agreements, dated August 4, 2022”
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SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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Date: August 8, 2022
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BANK OF AMERICA CORPORATION
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By:
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/s/ Michael Jentis | ||
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Name:
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Michael Jentis
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Title:
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Attorney-in-fact
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BANC OF AMERICA PREFERRED FUNDING CORPORATION
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By:
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/s/ Michael Jentis
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Name:
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Michael Jentis
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Title:
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Authorized Signatory
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LIST OF EXHIBITS
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Exhibit
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Description of Exhibit
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Joint Filing Agreement
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Power of Attorney
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Omnibus Amendment to RVMTP Purchase Agreements, dated August 4, 2022
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SCHEDULE I
EXECUTIVE OFFICERS AND DIRECTORS OF
REPORTING PERSONS
The following sets forth the name and present principal occupation of each executive officer and director of Bank of America Corporation. The business address of each of the executive officers and directors of Bank
of America Corporation is Bank of America Corporate Center, 100 North Tryon Street, Charlotte, North Carolina 28255.
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Name
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Position with Bank of America Corporation
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Principal Occupation
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Brian T. Moynihan
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Chairman of the Board and Chief Executive Officer
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Chairman of the Board and Chief Executive Officer of Bank of America Corporation
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Paul M. Donofrio
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Vice Chair
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Vice Chair of Bank of America Corporation
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Thong M. Nguyen
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Vice Chair, Head of Global Strategy & Enterprise Platforms
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Vice Chair, Head of Global Strategy & Enterprise Platforms of Bank of America Corporation
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Bruce R. Thompson
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Vice Chair, Head of Enterprise Credit
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Vice Chair, Head of Enterprise Credit of Bank of America Corporation
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Dean C. Athanasia
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President, Regional Banking
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President, Regional Banking of Bank of America Corporation
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James P. DeMare
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President, Global Markets
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President, Global Markets of Bank of America Corporation
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Kathleen A. Knox
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President, The Private Bank
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President, The Private Bank of Bank of America Corporation
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Matthew M. Koder
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President, Global Corporate and Investment Banking
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President, Global Corporate and Investment Banking of Bank of America Corporation
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Bernard A. Mensah
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President, International; CEO, Merrill Lynch International
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President, International of Bank of America Corporation and CEO, Merrill Lynch International
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Andrew M. Sieg
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President, Merrill Wealth Management
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President, Merrill Wealth Management
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Aditya Bhasin
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Chief Technology and Information Officer
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Chief Technology and Information Officer of Bank of America Corporation
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D. Steve Boland
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Chief Administrative Officer
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Chief Administrative Officer of Bank of America Corporation
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Alastair Borthwick
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Chief Financial Officer
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Chief Financial Officer of Bank of America Corporation
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Sheri Bronstein
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Chief Human Resources Officer
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Chief Human Resources Officer of Bank of America Corporation
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Geoffrey Greener
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Chief Risk Officer
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Chief Risk Officer of Bank of America Corporation
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Thomas M. Scrivener
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Chief Operations Officer
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Chief Operations Officer of Bank of America Corporation
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Lauren Anne Mogensen
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Global General Counsel
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Global General Counsel of Bank of America Corporation
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Lionel L. Nowell, III
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Lead Independent Director
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Lead Independent Director, Bank of America Corporation; Former Senior Vice President and Treasurer, PepsiCo, Inc.
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Sharon L. Allen
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Director
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Former Chairman of Deloitte LLP
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Frank P. Bramble, Sr.
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Director
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Former Executive Vice Chairman, MBNA Corporation
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Pierre J.P. de Weck1
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Director
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Former Chairman and Global Head of Private Wealth Management, Deutsche Bank AG
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Arnold W. Donald
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Director
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Former President and Chief Executive Officer, Carnival Corporation & Carnival plc
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Linda P. Hudson
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Director
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Former Executive Officer, The Cardea Group, LLC and Former President and Chief Executive Officer of BAE Systems, Inc.
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Monica C. Lozano
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Director
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Chief Executive Officer, College Futures Foundation and Former Chairman, US Hispanic Media Inc.
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Denise L. Ramos
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Director
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Former Chief Executive Officer and President of ITT Inc.
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Clayton S. Rose
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Director
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President of Bowdoin College
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Michael D. White
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Director
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Lead Director of Kimberly-Clark Corporation; Former Chairman, President, and Chief Executive Officer of DIRECTV
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Thomas D. Woods2
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Director
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Former Vice Chairman and Senior Executive Vice President of Canadian Imperial Bank of Commerce; Former Chairman, Hydro One Limited
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R. David Yost
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Director
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Former Chief Executive Officer of AmerisourceBergen Corp.
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Maria T. Zuber
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Director
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Vice President for Research and E.A., Griswold Professor of Geophysics, MIT
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1
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Mr. de Weck is a citizen of Switzerland.
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2
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Mr. Wood
s is a citizen of Canada.
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The following sets forth the name and present principal occupation of each executive officer and director of Banc of America Preferred Funding Corporation. The business address of each of the executive officers and
directors of Banc of America Preferred Funding Corporation is 214 North Tryon Street, Charlotte, North Carolina 28255.
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Name
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Position with Banc of
America Preferred
Funding Corporation
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Principal Occupation
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John J. Lawlor
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Director and President
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Managing Director, Municipal Markets and Public Sector Banking Executive of BofA Securities, Inc. and Bank of America, National Association
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Edward H. Curland
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Director and Managing Director
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Managing Director, Municipal Markets Executive for Trading of BofA Securities, Inc. and Bank of America, National Association
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James Duffy
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Managing Director
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Director; MBAM BFO, The CFO Group
of Bank of America, National Association
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Michael I. Jentis
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Managing Director
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Managing Director, Head of Sales – Public Finance of BofA Securities, Inc. and Bank of America, National Association
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Mona Payton
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Managing Director
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Managing Director, Municipal Markets Executive for Short-Term Trading of BofA Securities, Inc. and Bank of America, National Association
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Edward J. Sisk
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Director and Managing Director
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Managing Director, Public Finance Executive of BofA Securities, Inc. and Bank of America, National Association
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John B. Sprung
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Director
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Corporate Director
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David A. Stephens
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Director and Managing Director
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Managing Director, Executive for Public Finance and Public Sector Credit Products of BofA Securities, Inc. and Bank of America, National Association
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SCHEDULE II
LITIGATION SCHEDULE
New York Attorney General Investor Protection Bureau Masking Settlement 3/22/2018
On March 22, 2018, the Attorney General of the State of New York Investor Protection Bureau (“NYAG”) alleged that Bank of America Corporation (“BAC”) and Merrill Lynch, Pierce, Fenner & Smith Incorporated
(“MLPF&S”) (1) concealed from its institutional clients that orders were routed to and executed by “electronic liquidity providers,” (2) misstated the composition of orders and trades in its dark pool, and (3) did not accurately describe its
use of a proprietary “venue ranking” analysis, in violation of the Martin Act and Executive Law § 63(12). In connection with the agreement, BAC and MLPF&S agreed (1) not to engage, or attempt to engage, in conduct in violation of any
applicable laws, including but not limited to the Martin Act and Executive Law § 63(12); (2) to pay a penalty in the amount of $42,000,000; and (3) provide the NYAG a summary of the review of its electronic trading policies and procedures.
NOTE: In addition, Bank of America Corporation and certain of its affiliates, including BofA Securities, Inc. (“BofA Securities,” successor in interest to MLPF&S) and BANA,
have been involved in a number of civil proceedings and regulatory actions which concern matters arising in connection with the conduct of its business. Certain of such proceedings have resulted in findings of violations of federal or state
securities laws. Such proceedings are reported and summarized in the BofA Securities, Inc. Form BD as filed with the SEC, which descriptions are hereby incorporated by reference.