UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 6)*
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)
November 3, 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-l(e), 13d-l(f) or 13d-l(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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50%
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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
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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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50%
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14
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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| Item 1 |
Security and Issuer
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This Amendment No. 6 (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 (as amended to the date
hereof, the “Original Schedule 13D”), for Bank of America Corporation (“BAC”) and Banc of America Preferred Funding Corporation (“BAPFC”) (collectively, the “Reporting Persons”) with respect to the variable rate munifund term preferred shares (“VMTP Shares”) of PIMCO Flexible Municipal Income Fund (the
“Issuer”).
This Amendment is being filed solely to report a change of the percent of class beneficially owned by the Reporting Persons due to the outstanding shares of the preferred class of
the Issuer increasing to 4,000 shares as reported by the Issuer in form 424B3, filed with the SEC on November 3, 2022.
| Item 2 |
Identity and Background
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Item 2 of the Original Schedule 13D, as amended, 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 5 |
Interest in Securities of the Issuer
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Paragraphs (a)-(c) of item 5 of the Original Schedule 13D, as amended, is hereby amended and restated to read as follows:
| (a) |
The responses of the Reporting Persons to rows (7) through (11) of the cover pages of this Amendment 9 are incorporated herein by reference.
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| (b) |
The responses of the Reporting Persons to rows (7) through (11) of the cover pages of this Amendment 9 are incorporated herein by reference.
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| (c) |
None
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| Item 7 |
Material to be Filed as Exhibits
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Item 7 of the Original Schedule 13D, as amended, 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 |
| Joint Filing Agreement | |
| Limited Power of Attorney |
SIGNATURE
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: December 13, 2024.
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BANK OF AMERICA CORPORATION
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By:
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/s/ Andres Ortiz
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Name: Andres Ortiz
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Title: Authorized Signatory
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BANC OF AMERICA PREFERRED FUNDING CORPORATION
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By:
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/s/ Andres Ortiz | |
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Name: Andres Ortiz
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Title: Authorized Signatory
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Page 1 of 3
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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, Chief Executive Officer and Director
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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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Lindsay DeNardo Hans
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President, Co-Head Merrill Wealth Management
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President, Co-Head Merrill Wealth Management of Bank of America Corporation
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Eric Schimpf
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President, Co-Head Merrill Wealth Management
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President, Co-Head Merrill Wealth Management of Bank of America Corporation
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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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Page 2 of 3
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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 Executive
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Chief Operations Executive of Bank of America Corporation
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Lauren A. 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, Deloitte LLP
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Jose E. Almeida
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Director
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Chairman, President and Chief Executive Officer of Baxter International Inc.
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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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Lead Independent Director, Target Corporation; Former Chief Executive Officer, Former 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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Baker Foundation Professor of Management Practice at Harvard Business School
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Michael D. White
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Director
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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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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 Mr. de Weck is a citizen of Switzerland.
2 Mr. Woods is a citizen of Canada.
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Page 3 of 3
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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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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
Bank of America Corporation and certain of its affiliates, including BofA Securities, Inc. ("BofA Securities," successor in interest to Merrill Lynch, Pierce, Fenner & Smith Incorporated) and Bank of America,
N.A., 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 Form BD as filed with the SEC, which descriptions are hereby incorporated by reference.