1 |
NAMES
OF REPORTING PERSONS
| ||||
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
| |||||
BANK OF AMERICA CORP /DE/ 56-0906609 | |||||
2 |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
| (a) | o | ||
(b) | x | ||||
3 |
SEC
USE ONLY
| ||||
4 |
SOURCE
OF FUNDS
| ||||
WC | |||||
5 |
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(e)
or 2(f)
| x | |||
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
| ||||
1,704 | |||||
9 |
SOLE
DISPOSITIVE POWER
| ||||
0 | |||||
10 |
SHARED
DISPOSITIVE POWER
| ||||
1,704 | |||||
11 |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
| ||||
1,704 | |||||
12 |
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
| o | |||
13 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
| ||||
100%
| |||||
14 |
TYPE
OF REPORTING PERSON
| ||||
HC | |||||
1 |
NAMES
OF REPORTING PERSONS
| ||||
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
| |||||
Banc of America Preferred Funding Corporation 75-2939570 | |||||
2 |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
| (a) | o | ||
(b) | x | ||||
3 |
SEC
USE ONLY
| ||||
4 |
SOURCE
OF FUNDS
| ||||
WC | |||||
5 |
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(e)
or 2(f)
| o | |||
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
| ||||
1,704 | |||||
9 |
SOLE
DISPOSITIVE POWER
| ||||
0 | |||||
10 |
SHARED
DISPOSITIVE POWER
| ||||
1,704 | |||||
11 |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
| ||||
1,704 | |||||
12 |
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
| o | |||
13 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
| ||||
100%
| |||||
14 |
TYPE
OF REPORTING PERSON
| ||||
CO | |||||
Item 1. | Security and Issuer |
This Amendment No. 3 (this "Amendment") amends, as set forth below, the statement on Schedule 13D, dated July 1, 2014 and filed with the SEC on July 9, 2014 (the "Original Schedule 13D"), as amended by Amendment No. 1 dated November 29, 2018 and filed with the SEC on December 3, 2018 ("Amendment No. 1"), as further amended by Amendment No. 2 dated April 1, 2019 and filed with the SEC on April 3, 2019 ("Amendment No. 2"), for Bank of America Corporation ("BAC") and Banc of America Preferred Funding Corporation ("BAPFC") (collectively, the "Reporting Persons") with respect to the variable rate municipal term preferred shares ("VMTP Shares") of Neuberger Berman Municipal Fund Inc. (the "Issuer").
This Amendment is being filed in relation to the Consent in Connection with the Articles of Amendment and Restatement of Articles Supplementary Creating and Fixing the Rights and Preferences of the Variable Rate Municipal Term Preferred Shares, Series A, dated April 17, 2020, entered into pursuant to the terms of the governing documents of the VMTP Shares of the Issuer (the "Consent"). |
Item 2. | Identity and Background |
(a) | 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. |
(b) |
(c) |
(d) |
(e) |
(f) |
Item 3. |
Source
and Amount of Funds or Other Consideration
|
Item 4. |
Purpose
of Transaction
|
(a) |
(b) |
(c) |
(d) |
(e) |
(f) |
(g) |
(h) |
(i) |
(j) |
Item 5. |
Interest
in Securities of the Issuer
|
(a) |
(b) |
(c) |
Transaction Date | Shares or Units Purchased (Sold) | Price Per Share or Unit |
(d) |
(e) |
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 at the end thereof:
"The Consent, dated as of April 17, 2020, has been entered into between the Issuer and BAPFC to consent to the Issuer maintaining a Minimum Asset Coverage Ratio of no less than 220% for all purposes during the period from April 17, 2020 to June 15, 2020." |
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:
"Exhibit Description of Exhibit 99.1 Joint Filing Agreement 99.2 Power of Attorney 99.8 Consent in Connection with the Articles of Amendment and Restatement of Articles Supplementary Creating and Fixing the Rights and Preferences of the Variable Rate Municipal Term Preferred Shares, Series A, dated April 17, 2020" |
BANK OF AMERICA CORPORATION | |||
April 21, 2020 | By: |
/s/
Ally Pecarro | |
Attorney-in-fact | |||
BANC OF AMERICA PREFERRED FUNDING CORPORATION | |||
April 21, 2020 | By: |
/s/
Michael Jentis | |
Authorized Signatory | |||
Name
|
Position with Bank of America Corporation
|
Principal Occupation
|
||
Brian T. Moynihan
|
Chairman of the Board, Chief Executive Officer, President and Director
|
Chairman of the Board, Chief Executive Officer, and President of Bank of America Corporation
|
||
Dean C. Athanasia
|
President, Retail and Preferred & Small Business Banking
|
President, Retail and Preferred & Small Business Banking of Bank of America Corporation
|
||
Catherine P. Bessant
|
Chief Operations and Technology Officer
|
Chief Operations and Technology Officer of Bank of America Corporation
|
||
Sheri Bronstein
|
Chief Human Resources Officer
|
Chief Human Resources Officer of Bank of America Corporation
|
||
Paul M. Donofrio
|
Chief Financial Officer
|
Chief Financial Officer of Bank of America Corporation
|
||
Geoffrey Greener
|
Chief Risk Officer
|
Chief Risk Officer of Bank of America Corporation
|
||
Kathleen A. Knox
|
President, Private Bank
|
President, Private Bank of Bank of America Corporation
|
||
David Leitch
|
Global General Counsel
|
Global General Counsel of Bank of America Corporation
|
||
Thomas K. Montag
|
Chief Operating Officer
|
Chief Operating Officer of Bank of America Corporation
|
||
Thong M. Nguyen
|
Vice Chairman
|
Vice Chairman of Bank of America Corporation
|
||
Andrew M. Sieg
|
President, Merrill Lynch Wealth Management
|
President, Merrill Lynch Wealth Management
|
||
Andrea B. Smith
|
Chief Administrative Officer
|
Chief Administrative Officer of Bank of America Corporation
|
||
Sharon L. Allen
|
Director
|
Former Chairman of Deloitte LLP
|
||
Susan S. Bies
|
Director
|
Former Member, Board of Governors of the Federal Reserve System
|
||
Jack O. Bovender, Jr.
|
Lead Independent Director
|
Former Chairman and Chief Executive Officer of HCA Inc.
|
||
Frank P. Bramble, Sr.
|
Director
|
Former Executive Vice Chairman, MBNA Corporation
|
||
Pierre de Weck1
|
Director
|
Former Chairman and Global Head of Private Wealth Management, Deutsche Bank AG
|
||
Arnold W. Donald
|
Director
|
President and Chief Executive Officer, Carnival Corporation & Carnival plc
|
||
Linda P. Hudson
|
Director
|
Former Executive Officer, The Cardea Group, LLC and Former President and Chief Executive Officer of BAE Systems, Inc.
|
||
Monica C. Lozano
|
Director
|
Chief Executive Officer, College Futures Foundation and Former Chairman, US Hispanic Media Inc.
|
||
Thomas J. May
|
Director
|
Former Chairman, President, and Chief Executive Officer of Eversource Energy
|
||
Lionel L. Nowell, III
|
Director
|
Former Senior Vice President and Treasurer, PepsiCo Inc.
|
||
Denise L. Ramos
|
Director
|
Former Chief Executive Officer and President of ITT Inc.
|
||
Clayton S. Rose
|
Director
|
President of Bowdoin College
|
||
Michael D. White
|
Director
|
Former Chairman, President and Chief Executive Officer of DIRECTV
|
||
Thomas D. Woods2
|
Director
|
Former Vice Chairman and Senior Executive Vice President of Canadian Imperial Bank of Commerce
|
||
R. David Yost
|
Director
|
Former Chief Executive Officer of AmerisourceBergen Corp.
|
||
Maria T. Zuber
|
Director
|
Vice President for Research and E.A., Griswold Professor of Geophysics, MIT
|
Name
|
Position with Banc of America Preferred Funding Corporation
|
Principal Occupation
|
||
John J. Lawlor
|
Director and President
|
Managing Director, Municipal Markets and Public Sector Banking Executive of Merrill Lynch, Pierce, Fenner & Smith Incorporated and Bank of
America, National Association
|
||
Edward H. Curland
|
Director and Managing Director
|
Managing Director, Municipal Markets Executive for Trading of Merrill Lynch, Pierce, Fenner & Smith Incorporated and Bank of America, National
Association
|
||
Michael I. Jentis
|
Managing Director
|
Managing Director, Head of Sales – Public Finance of Merrill Lynch, Pierce, Fenner & Smith Incorporated and Bank of America, National Association
|
||
Mona Payton
|
Managing Director
|
Managing Director, Municipal Markets Executive for Short-Term Trading of Merrill Lynch, Pierce, Fenner & Smith Incorporated and Bank of America,
National Association
|
||
Edward J. Sisk
|
Director and Managing Director
|
Managing Director, Public Finance Executive of Merrill Lynch, Pierce, Fenner & Smith Incorporated and Bank of America, National Association
|
||
John B. Sprung
|
Director
|
Corporate Director
|
||
David A. Stephens
|
Director and Managing Director
|
Managing Director, Executive for Public Finance and Public Sector Credit Products of Merrill Lynch, Pierce, Fenner & Smith Incorporated and Bank
of America, National Association
|
Re: |
Consent in Connection with the Articles of Amendment and Restatement of Articles Supplementary Creating and Fixing the Rights and Preferences of the Variable
Rate Municipal Term Preferred Shares, Series A
|