Form SCHEDULE 13D/A - General Statement of Acquisition of Beneficial Ownership: [Amend]
21 December 2024 - 8:18AM
Edgar (US Regulatory)
Exhibit 99.1
JOINT FILING AGREEMENT
Pursuant to and in accordance with the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and the rules and regulations
thereunder, each party hereto hereby agrees to the joint filing, on behalf of each of them, of any filing required by such party under Section 13 or Section 16 of the Exchange Act or any rule or regulation thereunder (including any amendment,
restatement, supplement, and/or exhibit thereto) with the Securities and Exchange Commission (and, if such security is registered on a national securities exchange, also with the exchange), and further agrees to the filing, furnishing, and/or
incorporation by reference of this agreement as an exhibit thereto. This agreement shall remain in full force and effect until revoked by any party hereto in a signed writing provided to each other party hereto, and then only with respect to such
revoking party.
IN WITNESS WHEREOF, each party hereto, being duly authorized, has caused this agreement to be executed and effective as of the date set forth below.
Date: December 20, 2024
BANK OF AMERICA CORPORATION
By: /s/ Andres Ortiz
Name: Andres Ortiz
Title: Authorized Signatory
MERRILL LYNCH, PIERCE, FENNER & SMITH INC.
By: /s/ Andres Ortiz
Name: Andres Ortiz
Title: Authorized Signatory
Exhibit 99.2
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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| 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.
The following sets forth the name and present principal occupation of each executive officer and director of Merrill Lynch, Pierce, Fenner & Smith Incorporated. The business address of each of the executive officers and directors of Merrill
Lynch, Pierce, Fenner & Smith Incorporated is One Bryant Park, New York, NY 10036.
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Name
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Position with Merrill Lynch,
Pierce, Fenner & Smith
Incorporated
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Principal Occupation
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Eric Schimpf
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Chief Executive Officer and Director
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President, Co-Head Merrill Wealth Management of Bank of America Corporation
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Lorna R. Sabbia
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Director
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Managing Director; Head of Workplace Benefits: Consumer and Small Business
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Nancy Fahmy
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Director
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Managing Director; Head of Investment Solutions Group: Merrill Wealth Management
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Lindsay DeNardo Hans
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Director
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President, Co-Head Merrill Wealth Management of Bank of America Corporation
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Matthew T. Gellene
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Director
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Managing Director; Head of Consumer Investments: Consumer and Small Business
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Faruqe Alam
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Chief Financial Officer and Managing Director
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Managing Director; BofA Securities, Inc. and Merrill Lynch, Pierce, Fenner & Smith CFO, Broker Dealer Legal Entity Controller
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David C. Heaton
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Chief Legal Officer and Managing Director
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Deputy General Counsel & Managing Director; Legal Executive
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Joseph A. Guardino
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Chief Operations Officer and Managing Director
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Managing Director; Equities Ops, Client Service, EMEA & AMRS Branch Ops and LATAM & Canada Ops: Global Operations
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Michael Karam
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Chief Compliance Officer
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Managing Director; Compliance and Operational Risk Executive – Registered: Global Risk Management
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Susan Axelrod
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Managing Director
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Managing Director; Merrill, Private Bank, & Wealth Mgmt CRO/Compliance & Op Risk, Electronic Comms: Global Risk Management
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Manami Ishii
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Treasurer and Managing Director
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Director; Sr Asset Liability Manager, The CFO Group
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Samantha J. Leventhal
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Anti-Money Laundering Compliance Officer
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Managing Director; Global Financial Crimes Executive I
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Exhibit 99.3
Schedule II
SCHEDULE OF LITIGATION
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.
Exhibit 99.4
Schedule III
The following table sets forth all unreported transactions with respect to preferred stock effected by or on behalf of the Reporting Persons. All of their transactions were effectuated for cash.
PREFERRED STOCK
|
TRADE
DATE
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BUY/SELL
|
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QUANTITY
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PRICE
|
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EXECUTION
|
| 04/05/2012 |
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B |
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1 |
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100 |
% |
OTC |
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