SEC Form SC 13D/A filed by Nuveen Municipal High Income Opportunity Fund (Amendment)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

SCHEDULE 13D

 

Under the Securities Exchange Act of 1934

 

(Amendment No. 6)

 

NUVEEN MUNICIPAL HIGH INCOME OPPORTUNITY FUND

(Name of Issuer)

 

ADJUSTABLE RATE MUNIFUND TERM PREFERRED SHARES

(Title of Class of Securities)

 

670682889

670682111

(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)

 

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. 670682889, 670682111

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
			1,870
		9	SOLE DISPOSITIVE POWER
			0
		10	SHARED DISPOSITIVE POWER
			1,870
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	1,870
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)
	52.38%
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	HC

SCHEDULE 13D

CUSIP No. 670682889, 670682111

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
			1,870
		9	SOLE DISPOSITIVE POWER
			0
		10	SHARED DISPOSITIVE POWER
			1,870
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	1,870
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)
	52.38%
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	CO

This Amendment No. 6 (this "Amendment") amends, as set forth below, the statement on Schedule 13D, dated December 21, 2012 and filed with the SEC on December 28, 2012 (the “Original Schedule 13D”), as amended by Amendment No. 1 dated July 15, 2013 and filed with the SEC on July 17, 2013 (“Amendment No. 1”), as further amended by Amendment No. 2 dated July 1, 2015 and filed with the SEC on July 2, 2015 (“Amendment No. 2”), as further amended by Amendment No. 3 dated February 26, 2018 and filed with the SEC on February 27, 2018 ("Amendment No. 3"), as further amended by Amendment No. 4 dated April 19, 2021 and filed with the SEC on April 21, 2021 (“Amendment No. 4”) and as further amended by Amendment No. 5 dated January 1, 2022 and filed with the SEC on January 4, 2022 (“Amendment No. 5”), 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") of Nuveen Municipal High Income Opportunity Fund (the "Issuer"),

 

This Amendment is being filed in relation to the acquisition of 1,000 Adjustable Rate MuniFund Term Preferred Shares, Series 2032 (CUSIP No. 670682111) of the Issuer (the “Series 2032 AMTP Shares”).  In addition to such Series 2032 AMTP Shares, BAPFC holds 870 Adjustable Rate MuniFund Term Preferred Shares, Series 2028 (CUSIP No. 670682889).

 

Item 2.

Identity and Background

 

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.

Source and Amount of Funds or Other Consideration

 

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

 

"The Reporting Persons acquired 1,000 Adjustable Rate MuniFund Term Preferred Shares, Series 2032 (CUSIP No. 670682111) on April 24, 2023 in connection with a transition of the shares coordinated by the Issuer (the "Series 2032 Share Purchase").

 

The aggregate amount of funds used by the Reporting Persons for the Series 2032 Share Purchase was approximately $100,000,000 plus accrued interest of $241,808.22. The source of funds was the working capital of the Reporting Persons."

 

Item 4

Purpose of Transaction

 

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

 

"BAPFC made the Series 2032 Share Purchase for investment purposes. BAPFC acquired the Series 2032 AMTP Shares in connection with a transition of the shares coordinated by the Issuer and conducted pursuant to the terms of that certain AMTP Shares Transition Agreement, dated April 24, 2023, between the Issuer and BAPFC (the “Transition Agreement”), for an aggregate purchase price of $100,241,808.22 (which included a liquidation preference of $100,000 per share and accrued dividends of $241.80822 per share).”

 

Item 6.

Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

 

Item 6 of the Original Schedule 13D is hereby amended by adding the following language after the last paragraph thereof:

 

“The voting and consent rights on the Series 2032 AMTP Shares acquired in the Series 2032 Share Purchase by BAPFC will be treated in the same manner as previously described in this Item 6.”

 

Item 7.

Material to be Filed as Exhibits

 

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:

 

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.

 

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.

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