Sec Form 13D Filing - BANK OF AMERICA CORP (BAC) filing for NUVEEN QUALITY MUNICIPAL INCOM (NAD) - 2021-04-14

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

SCHEDULE 13D

 

Under the Securities Exchange Act of 1934

 

(Amendment No. 7)*

 

NUVEEN QUALITY MUNICIPAL INCOME FUND

(Name of Issuer)

 

PREFERRED SHARES

(Title of Class of Securities)

 

67066V796

67066V788

67066V770

67066V762

(CUSIP Number)

 

Bank of America Corporation

Bank of America Corporate Center

100 North Tryon Street

Charlotte, North Carolina 28255

 

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

 

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(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).

 

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SCHEDULE 13D

 

CUSIP No. 67066V796, 67066V788, 67066V770, 67066V762

1	NAMES OF REPORTING PERSONS
	Bank of America Corporation          56-0906609
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a)	☐
				(b)	☒
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	WC
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)				☒
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
			0
		8	SHARED VOTING POWER
			7,995
		9	SOLE DISPOSITIVE POWER
			0
		10	SHARED DISPOSITIVE POWER
			7,995
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	7,995
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)				☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	39.22%
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	HC

 

SCHEDULE 13D

CUSIP No. 67066V796, 67066V788, 67066V770, 67066V762

1	NAMES OF REPORTING PERSONS
	Banc of America Preferred Funding Corporation          75-2939570
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a)	☐
				(b)	☒
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	WC
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)				☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
			0
		8	SHARED VOTING POWER
			7,995
		9	SOLE DISPOSITIVE POWER
			0
		10	SHARED DISPOSITIVE POWER
			7,995
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	7,995
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)				☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	39.22%
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	CO

 

This Amendment No. 7 (this “Amendment”) amends, as set forth below, the statement on Schedule 13D, dated December 10, 2013 and filed with the SEC on December 12, 2013 (the “Original Schedule 13D”), as amended by Amendment No. 1 dated July 1, 2016 and filed with the SEC on July 6, 2016 (“Amendment No. 1”), as further amended by Amendment No. 2 dated September 12, 2016 and filed with the SEC on September 14, 2016 (“Amendment No. 2”), as further amended by Amendment No. 3 dated October 3, 2016 and filed with the SEC on October 6, 2016 (“Amendment No. 3”), as further amended by Amendment No. 4 dated November 29, 2018 and filed with the SEC on December 3, 2018 (“Amendment No. 4”), as further amended by Amendment No. 5 dated December 13, 2018 and filed with the SEC on December 17, 2018 (“Amendment No. 5”), and as further amended by Amendment No. 6 dated February 18, 2020 and filed with the SEC on February 20, 2020 (“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 adjustable rate munifund term preferred shares (“AMTP Shares”) and the munifund preferred shares (“MFP Shares”) of Nuveen Quality Municipal Income Fund (the “Issuer”) formerly known as Nuveen Dividend Advantage Municipal Fund.

 

This Amendment is being filed as a result of the reorganization of Nuveen Maryland Quality Municipal Income Fund (“NMY”) into the Issuer on April 12, 2021 (the “Reorganization”) pursuant to which BAPFC exchanged its 1,820 AMTP Shares, Series 2028, of NMY (CUSIP No. 67061Q859) for an equal number of AMTP Shares, Series 2028-2, of the Issuer (CUSIP No. 67066V762).

 

 

Item 2 of the Original Schedule 13D is hereby amended by deleting Schedule I and Schedule II referenced therein and replacing them with Schedule I and Schedule II included with this Amendment.

 

 

Item 3 of the Original Schedule 13D is hereby amended by adding the following paragraph at the end thereof:

 

“In connection with the Reorganization of NMY into the Issuer, BAPFC exchanged its 1,820 AMTP Shares, Series 2028, of NMY (CUSIP No. 67061Q859) for an equal number of AMTP Shares, Series 2028-2, of the Issuer (CUSIP No. 67066V762).”

 

Item 4 of the Original Schedule 13D is hereby amended by adding the following paragraph at the end thereof:

 

“In connection with the Reorganization of NMY into the Issuer, BAPFC exchanged its 1,820 AMTP Shares, Series 2028, of NMY (CUSIP No. 67061Q859) for an equal number of AMTP Shares, Series 2028-2, of the Issuer (CUSIP No. 67066V762) pursuant to that certain Purchase Agreement dated April 12, 2021.”

 

 

Item 5 of the Original Schedule 13D is hereby amended and restated in its entirety as follows:

 

“(a) – (b) The responses of the Reporting Persons to Rows (7) through (11) of the cover pages of this Statement are incorporated herein by reference.

 

(c) The responses of the Reporting Persons in Item 3 and Item 4 are incorporated herein by reference.

 

(d) No other person is known by the Reporting Persons to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, AMTP Shares and MFP Shares that may be deemed to be beneficially owned by the Reporting Persons.”

 

 

Item 6 of the Original Schedule 13D is hereby amended by adding the following at the end of the first paragraph thereof:

 

“The voting and consent rights on the 1,820 AMTP Shares acquired in connection with in the Reorganization will be subject to the Voting Trust and will be treated in the same manner as previously described in this Item 6.”

 

 

Item 7 of the Original Schedule 13D is hereby amended by deleting Exhibit 99.1 and Exhibit 99.2 thereto and inserting the following exhibits in their place:

 

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.

Date:  April 14, 2021
	BANK OF AMERICA CORPORATION
	By:	/s/ Michael Jentis
	Name:	Michael Jentis
	Title:	Attorney-in-fact
	BANC OF AMERICA PREFERRED FUNDING CORPORATION
	By:	/s/ Michael Jentis
	Name:	Michael Jentis
	Title:	Authorized Signatory

LIST OF EXHIBITS

 

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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1 Mr. de Weck is a citizen of Switzerland.

2 Mr. Woods is a citizen of Canada.

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.

 

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 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 MLPF&S Form BD as filed with the SEC, which descriptions are hereby incorporated by reference.

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