Washington, D.C. 20549
(Amendment No. 4)
100 N. Tryon Street
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. 670734508
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NAMES OF REPORTING PERSONS
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Bank of America Corporation 56-0906609
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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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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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528
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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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528
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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528
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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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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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100%
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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. 670734508
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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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SEC USE ONLY
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SOURCE OF FUNDS (SEE INSTRUCTIONS)
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WC
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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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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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528
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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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528
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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528
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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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100%
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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. 4 (this “Amendment”) amends, as set forth below, the statement on Schedule 13D, dated October 6, 2014 and filed with the SEC on October 9,
2014 (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 amended by Amendment
No. 2 dated July 1, 2016 and filed with the SEC on July 7, 2016 (“Amendment No. 2”), as further amended by Amendment No. 3 dated December 13, 2018 and filed with the SEC on December 17, 2018 (“Amendment No. 3”), 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 Minnesota Quality Municipal Income Fund (the “Issuer”),
This Amendment is being filed in relation to the execution of an Amended and Restated Voting Trust Agreement, dated as of January 1, 2022 relating to the AMTP Shares (CUSIP No. 670734508) 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 deleting Schedule I and Schedule II referenced therein and replacing them with Schedule I and Schedule II included with this Amendment.
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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 language after the last paragraph thereof:
“BAPFC has amended and restated the Voting Trust Agreement as of January 1, 2022, the AMTP Shares remain subject to the voting trust restrictions as so amended and restated in such agreement.”
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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
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Joint Filing Agreement
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99.2
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Power of Attorney
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99.10
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Amended and Restated Voting Trust Agreement dated January 1, 2022 between BAPFC and Glass, Lewis & Co., LLC, as voting trustee and voting consultant ”
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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: January 3, 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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Amended and Restated Voting Trust Agreement dated January 1, 2022 between BAPFC and Glass, Lewis & Co., LLC, as voting trustee and voting consultant ”
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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, President and Director
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Chairman of the Board, Chief Executive Officer, and President of Bank of America Corporation
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Holly O’Neill
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President, Retail Banking
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President, Retail Banking 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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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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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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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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Kathleen A. Knox
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President, Private Bank
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President, Private Bank 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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Thomas K. Montag
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Chief Operating Officer
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Chief Operating Officer of Bank of America Corporation
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Anne Finucane
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Vice Chairman
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Vice Chairman of Bank of America Corporation
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Andrew M. Sieg
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President, Merrill Lynch Wealth Management
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President, Merrill Lynch Wealth Management
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Andrea B. Smith
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Chief Administrative Officer
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Chief Administrative Officer of Bank of America Corporation
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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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Susan S. Bies
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Director
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Former Member, Board of Governors of the Federal Reserve System
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Lionel L. Nowell, III
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Lead Independent Director
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Former Senior Vice President and Treasurer, PepsiCo Inc.
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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 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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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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Thomas J. May
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Director
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Former Chairman, President, and Chief Executive Officer of Eversource Energy
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Lionel L. Nowell, III
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Director
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Former Senior Vice President and Treasurer, PepsiCo 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 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.
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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 Merrill Lynch, Pierce, Fenner & Smith Incorporated 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 Merrill Lynch, Pierce, Fenner & Smith Incorporated 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 Merrill Lynch, Pierce, Fenner & Smith Incorporated 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 Merrill Lynch, Pierce, Fenner & Smith Incorporated 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 Merrill Lynch, Pierce, Fenner & Smith Incorporated 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 Merrill Lynch, Pierce, Fenner & Smith Incorporated 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 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.