0001567619-20-008574.txt : 20200429 0001567619-20-008574.hdr.sgml : 20200429 20200429092901 ACCESSION NUMBER: 0001567619-20-008574 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 7 FILED AS OF DATE: 20200429 DATE AS OF CHANGE: 20200429 GROUP MEMBERS: BANC OF AMERICA PREFERRED FUNDING CORP SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Invesco Municipal Income Opportunities Trust CENTRAL INDEX KEY: 0000835333 IRS NUMBER: 133473972 STATE OF INCORPORATION: MA FISCAL YEAR END: 0530 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-84511 FILM NUMBER: 20827788 BUSINESS ADDRESS: STREET 1: 1555 PEACHTREE STREET, N.E. STREET 2: SUITE 1800 CITY: ATLANTA STATE: GA ZIP: 30309 BUSINESS PHONE: 404-439-3217 MAIL ADDRESS: STREET 1: 1555 PEACHTREE STREET, N.E. STREET 2: SUITE 1800 CITY: ATLANTA STATE: GA ZIP: 30309 FORMER COMPANY: FORMER CONFORMED NAME: MORGAN STANLEY MUNICIPAL INCOME OPPORTUNITIES TRUST DATE OF NAME CHANGE: 20011220 FORMER COMPANY: FORMER CONFORMED NAME: MSDW MUNICIPAL INCOME OPPORTUNITIES TRUST DATE OF NAME CHANGE: 19981221 FORMER COMPANY: FORMER CONFORMED NAME: MUNICIPAL INCOME OPPORTUNITIES TRUST/MA DATE OF NAME CHANGE: 19930721 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: BANK OF AMERICA CORP /DE/ CENTRAL INDEX KEY: 0000070858 STANDARD INDUSTRIAL CLASSIFICATION: NATIONAL COMMERCIAL BANKS [6021] IRS NUMBER: 560906609 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: BANK OF AMERICA CORPORATE CENTER STREET 2: 100 N TRYON ST CITY: CHARLOTTE STATE: NC ZIP: 28255 BUSINESS PHONE: 7043868486 MAIL ADDRESS: STREET 1: BANK OF AMERICA CORPORATE CENTER STREET 2: 100 N TRYON ST CITY: CHARLOTTE STATE: NC ZIP: 28255 FORMER COMPANY: FORMER CONFORMED NAME: BANKAMERICA CORP/DE/ DATE OF NAME CHANGE: 19981022 FORMER COMPANY: FORMER CONFORMED NAME: NATIONSBANK CORP DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: NCNB CORP DATE OF NAME CHANGE: 19920107 SC 13D/A 1 doc1.htm NONE Schedule 13D


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549



SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 01 )*

INVESCO MUNICIPAL INCOME OPPORTUNITIES TRUST

(Name of Issuer)


SERIES 2020 VARIABLE RATE MUNI TERM PREFERRED SHARES

(Title of Class of Securities)


46132X200

(CUSIP Number)


Bank of America Corporation,  Bank of America Corporate Center,  100 North Tryon Street,  Charlotte,  North Carolina  28255 

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)


April 27, 2020

(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 that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.    o

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

* 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 on 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).
 


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
   
300
   
   
9
SOLE DISPOSITIVE POWER
   
0
   
   
10
SHARED DISPOSITIVE POWER
   
300
   
   
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
300
   
   
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
   
300
   
   
9
SOLE DISPOSITIVE POWER
   
0
   
   
10
SHARED DISPOSITIVE POWER
   
300
   
   
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
300
   
   
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. 1 (this "Amendment") amends, as set forth below, the statement on Schedule 13D, dated November 1, 2017 and filed with the SEC on November 13, 2017 (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 muni term preferred shares ("VMTP Shares") of Invesco Municipal Income Opportunities Trust (the "Issuer").

This Amendment is being filed in relation to the amendment to (i) the Registration Rights Agreement, dated November 1, 2017, and (ii) the Variable Rate Muni Term Preferred Shares Purchase Agreement, dated November 1, 2017, relating to the VMTP Shares of the Issuer.
 
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:

"Effective as of April 27, 2020, (i) the Registration Rights Agreement, dated as of November 1, 2017, has been amended by the Amendment to the Registration Rights Agreement, dated April 27, 2020, and (ii) the Variable Rate Muni Term Preferred Shares Purchase Agreement, dated as of November 1, 2017, has been amended by Amendment No. 1 to the Variable Rate Muni Term Preferred Shares Purchase Agreement, dated April 27, 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 inserting the following exhibits in their place:

"Exhibit Description of Exhibit
99.1 Joint Filing Agreement
99.2 Limited Power of Attorney
99.6 Amendment to the Registration Rights Agreement dated April 27, 2020
99.7 Amendment No. 1 to the Variable Rate Muni Term Preferred Shares Purchase Agreement dated April 27, 2020"
 

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.

 
BANK OF AMERICA CORPORATION
 
       
April 29, 2020
By:
/s/ Ally Pecarro
 
   
Attorney-in-fact
 
       
 
BANC OF AMERICA PREFERRED FUNDING CORPORATION
 
       
April 29, 2020
By:
/s/ Michael Jentis
 
   
Authorized Signatory
 
       
 
The original statement shall be signed by each person on whose behalf the statement is filed or his authorized representative. If the statement is signed on behalf of a person by his authorized representative (other than an executive officer or general partner of the filing person), evidence of the representative’s authority to sign on behalf of such person shall be filed with the statement: provided, however, that a power of attorney for this purpose which is already on file with the Commission may be incorporated by reference. The name and any title of each person who signs the statement shall be typed or printed beneath his signature.

Footnotes: 
 
Attention: Intentional misstatements or omissions of fact constitute Federal criminal violations (See 18 U.S.C. 1001)
 
 


EX-1.01 2 sch1.htm EX-1.01
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.

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




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.

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
EX-1.02 3 sch2.htm EX-1.02
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.

BANA Servicemembers Civil Relief Act Settlement 5/29/2015

On May 29, 2015, the Office of the Comptroller of the Currency of the United States of America ("OCC") issued an Order to Cease and Desist and Order of Assessment of a Civil Money Penalty (together, the "Orders") against Bank of America, N.A. ("BANA") relating to the Servicemembers Civil Relief Act ("SCRA") and BANA's sworn document and collections litigation practices.  In the Orders, the OCC identified (i) unsafe or unsound practices in connection with BANA's efforts to comply with the SCRA, (ii) SCRA violations, and (iii) unsafe or unsound practices in connection with BANA's sworn document and collections litigation practices.  Regarding the SCRA, the Orders stated BANA failed to have effective policies and procedures to ensure compliance with SCRA; failed to devote sufficient financial, staffing, and managerial resources to ensure proper administration of its SCRA compliance processes; failed to devote to its SCRA compliance processes adequate internal controls, compliance risk management, internal audit, third party management, and training; and engaged in violations of the SCRA.  Regarding the sworn document and collections litigation process, the Orders stated that BANA filed or caused to be filed in courts affidavits executed by its employees or employees of third party service providers making assertions that, in many cases, were not based on personal knowledge or review of relevant books and records; filed or caused to be filed in court affidavits when BANA did not follow proper notary procedures; failed to devote sufficient financial, staffing, and managerial resources to ensure proper administration of its sworn document and collections litigation processes; and failed to sufficiently oversee outside counsel and other third-party providers handling sworn document and collections litigation services.  In the Orders, BANA agreed to pay a civil money penalty in the total amount of $30 million, has begun corrective action, and is committed to taking all necessary and appropriate steps to remedy the deficiencies, unsafe or unsound practices, and violations of law identified by the OCC, and to enhance its SCRA compliance practices and sworn document and collections litigation practices.  Specifically, BANA agreed to: (a) appoint and maintain a compliance committee to monitor and oversee BANA's compliance with the Orders and to approve measures to ensure compliance; (b) submit an acceptable plan containing a complete description of the actions to achieve compliance with the Orders; (c) submit a written plan to effectively implement an enterprise-wide compliance risk management program regarding compliance with all applicable laws, regulations, and regulatory guidance; (d) conduct a written, comprehensive assessment of its risk in SCRA compliance operations, including but not limited to, operational, compliance, legal, and reputational risks; (e) submit acceptable written plans to ensure its compliance with the SCRA and with regard to collections litigation; (f) submit plans to conduct a SCRA review and a collections litigation review of accounts, SCRA and collections litigation remediation, and SCRA internal audit; (g) submit policies and procedures for SCRA third party management and improvements to its management information systems for SCRA compliance activities, and to provide certain reports to the compliance committee; (h) submit written plans, programs, policies, and procedures required by the Orders; and (i) submit a written progress report dealing the form and manner of all actions taken to secure compliance with the provision of the Orders and the results thereof.  In settlement of this matter, BANA consented and agreed to the issuance of the Orders, which the OCC has determined to accept and has issued.  BANA neither admits nor denies the findings in the Orders.

BAC Foreign Exchange Settlement 5/20/2015

On May 20, 2015, the Board of Governors of the Federal Reserve System ("FRB") issued an Order to Cease and Desist and Order of Assessment of a Civil Money Penalty against BAC relating to its foreign exchange ("FX") activities ("Order") from 2008 through 2013.  The Order states that (a) BAC lacked adequate firm-wide governance, risk management, compliance and audit policies and procedures to ensure that certain of the firm's FX activities complied with safe and sound banking practices, applicable U.S. laws and regulations, including policies and procedures to prevent potential violations of the U.S. commodities, antitrust and criminal fraud laws, and applicable internal policies; (b) BAC's deficient policies and procedures prevented BAC from detecting and addressing periodic conduct by BANA's traders relating to certain communications by these traders; and (c) as a result of deficient policies and procedures described above, BAC engaged in unsafe and unsound banking practices.  In the Order, BAC agreed to pay a civil money penalty in the total amount of $205 million and continue to implement additional improvements in its internal controls, compliance, risk management, and audit programs for the FX activities in order to comply with BAC policies, safe and sound banking practices, and applicable U.S. laws/regulation. Specifically, BAC agreed: (a) BAC shall submit a written plan to improve senior management's oversight of BAC's compliance with applicable U.S. laws/regulations and internal policies in connection with certain wholesale trading and sales activities; (b) BAC shall submit an enhanced written internal controls and compliance program to comply with applicable U.S. laws/regulations with respect to certain wholesale trading and sales activities; (c) BAC shall submit a written plan to improve its compliance risk management program with regard to compliance with applicable U.S. laws/regulations with respect to certain wholesale trading and sales activities; (d) BAC management shall annually conduct a review of compliance policies and procedures applicable to certain wholesale trading and sales activities and their implementation and an appropriate risk-focused sampling of other key controls for certain wholesale trading and sales activities; (e) BAC shall submit an enhanced written internal audit program with respect to compliance with U.S. laws/regulations in certain wholesale trading and sales activities; and (f) BAC shall not in the future directly or indirectly retain any individual as an officer, employee, agent, consultant, or contractor of BAC or of any subsidiary who, based on the investigative record compiled by U.S. authorities, participated in the misconduct underlying the Order, has been subject to formal disciplinary action as a result of BAC's internal disciplinary review or performance review in connection with the conduct, and has either separated from BAC or any subsidiary thereof or had his/her employment terminated in connection with the conduct.  In settlement of this matter, BAC consented and agreed to the issuance of the Order, which the FRB has determined to accept and has issued.



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.

EX-99.01 4 jfa.htm EX-99.01
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: April   29, 2020      BANK OF AMERICA CORPORATION
By: /s/ Ally Pecarro
Name:  Ally Pecarro
Title:  Attorney-in-fact

BANC OF AMERICA PREFERRED FUNDING CORPORATION
By: /s/ Michael Jentis
Name: Michael Jentis
Title: Authorized Signatory

EX-99.02 5 lpa.htm EX-99.02
Exhibit 99.2
BANK OF AMERICA CORPORATION
LIMITED POWER OF ATTORNEY
BANK OF AMERICA CORPORATION, a Delaware corporation (the "Corporation"), does hereby make, constitute, and appoint each of Kim Louise Oakley Heslop, Kelvin Kwok, Ronnie Ojera, Ally Pecarro, and Tolu Tade as an attorney-in-fact for the Corporation acting for the Corporation and in the Corporation's name, place and stead, for the Corporation's use and benefit, to bind the Corporation by their execution of those agreements, forms and documents related specifically to Section 13 and Section 16 of the Securities Exchange Act of 1934, and other large shareholder and short position regulatory reporting requirements in other jurisdictions.
Any documents executed by an attorney-in-fact in accordance with this Limited Power of Attorney shall fully bind and commit the Corporation and all other parties to such documents may rely upon the execution thereof by the attorney-in fact as if executed by the Corporation and as the true and lawful act of the Corporation.
This Limited Power of Attorney shall automatically terminate as to the authority of Kim Louise Oakley Heslop, Kelvin Kwok, Ronnie Ojera, Ally Pecarro, and Tolu Tade upon the earlier of the attorney-in-fact's resignation or termination from or transfer out of the Compliance Department; however; any such resignation, termination or transfer shall have no impact on any documents or instruments executed by any attorney-in-fact named above for the Corporation prior to such resignation, termination or transfer.
This Limited Power of Attorney shall revoke the Limited Power of Attorney executed by the Corporation on January 12, 2016; however such revocation shall have no impact on any actions taken pursuant to that Power of Attorney.
IN WITNESS WHEREOF, this Power of Attorney has been executed and delivered by the Corporation to each Attorney-in-Fact on this 29th day of November, 2018.
BANK OF AMERICA CORPORATION
By:  /s/ Allison L. Gilliam
Name: Allison L. Gilliam
Title: Senior Vice President and Assistant Secretary
(Corporate Seal)

EX-99.06 6 rra.htm EX-99.06
AMENDMENT
TO THE REGISTRATION RIGHTS AGREEMENT

This Amendment (the “Amendment”), dated as of April 27, 2020, by and between (i) Invesco Municipal Income Opportunities Trust, a Delaware statutory trust (the "Fund"), and (ii) Banc of America Preferred Funding Corporation, a Delaware corporation, including its successors by merger or operation of law ("BofA PFC" or the "Shareholder") is made with respect to that Registration Rights Agreement by and between the Fund and the Shareholder dated as of November 1, 2017, as such agreement may have been amended from time to time (the “Registration Rights Agreement”).  Capitalized terms used herein and not otherwise defined herein shall have the meanings given them in the Registration Rights Agreement.
WHEREAS, the Fund and the Shareholder have entered into an agreement to amend the terms of the VMTP Shares in order to, among other things, extend the Term Redemption Date (as defined in the Statement).
NOW THEREFORE, it is hereby agreed as follows:
Section 1.  The Registration Rights Agreement is hereby amended by deleting the language of Section 5.2 in its entirety and replacing it with the following:
5.2 Termination of Registration Rights. The rights to cause the Fund to register Registrable Securities granted under Section 3 and to receive notices pursuant to Section 3, shall terminate on the earliest of (i) the day that is 9 months prior to the Term Redemption Date (as such term is defined in the Statement), unless extended, (ii) a notice of redemption having been issued by the Fund under the Statement for the redemption of all of the Registrable Securities unless a Redemption Default (as defined in the Statement) has occurred, or the repurchase by the Fund (including by exchange of securities) of and cancellation of all of the Registrable Securities or (iii) the date a Demand Registration has been effected and the Registrable Securities have been sold or otherwise disposed of in accordance with the plan of distribution set forth in the Registration Statement and Prospectus relating thereto or, subject to Section 3.3(d), all Holders have withdrawn from the Demand Registration.”
Section 2.  The effective date of this Amendment shall be the date first above written and, except as amended by this Amendment, the terms of the Registration Rights Agreement shall remain in full force and effect.
Section 3.   This Amendment may be executed in any number of separate counterparts, each of which shall be deemed to be an original, and all sets of counterparts signed by all Parties shall constitute but one and the same instrument.
Section 4.  THIS AMENDMENT WILL BE GOVERNED BY, AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK WITHOUT REFERENCE TO PRINCIPLES OF CONFLICTS OF LAW (OTHER THAN SECTION 5-1401 OF THE GENERAL OBLIGATIONS LAW).
[Signature Page Follows]

IN WITNESS WHEREOF, the Parties hereto have caused this Amendment to be executed by their respective duly authorized officers as of the date first above written.

BANC OF AMERICA PREFERRED FUNDING CORPORATION
By: /s/ Michael Jentis 
Name: Michael Jentis
Title: Authorized Signatory
INVESCO MUNICIPAL INCOME OPPORTUNITIES TRUST
By: /s/ Amanda Roberts 
Name: Amanda Roberts
Title: Assistant Secretary



EX-99.07 7 pa.htm EX-99.07
INVESCO MUNICIPAL INCOME OPPORTUNITIES TRUST
AMENDMENT NO. 1
TO THE VARIABLE RATE MUNI TERM PREFERRED SHARES PURCHASE
AGREEMENT, DATED NOVEMBER 1, 2017


This amendment (the “Amendment”), dated as of April 27, 2020, to the  Variable Rate Muni Term Preferred Shares Purchase Agreement, dated as of November 1, 2017 (the “Agreement”), by and between Invesco Municipal Income Opportunities Trust, a closed-end fund organized as a Delaware statutory trust, as issuer (the “Fund”), and Banc of America Preferred Funding Corporation, a Delaware corporation including its successors by merger or operation of law (“Banc of America” or the “Purchaser”), is entered into by and between the Fund and the Purchaser.

WHEREAS, the parties hereto are parties to the Agreement; and

WHEREAS, the parties hereto desire to amend the terms of the Agreement as provided for herein; and

WHEREAS, pursuant to Section 7.4 of the Agreement, the Fund and the Purchaser may amend provisions of the Agreement;

NOW THEREFORE, the Agreement is hereby amended as follows:

1. Article I “Definitions” is hereby amended by adding the following defined term in its entirety:
Increased Rate” has the meaning set forth in the Statement.
2. Section 2.3 of the Agreement is deleted in its entirety and replaced with the following:
Additional Fee for Failure to Comply with Reporting Requirement or Registration Rights Failure.  For so long as the Purchaser is a Holder or Beneficial Owner of any Outstanding VMTP Shares, if the Fund fails to comply with the reporting requirements set forth in Sections 6.1(o) and 6.1(p) (except as a result of a Force Majeure Exception) and such failure is not cured within three (3) Business Days after written notification to the Fund by the Purchaser of such failure (a “Reporting Failure”) or a Registration Rights Failure occurs, the Fund shall pay to the Purchaser on the Dividend Payment Date occurring in the month immediately following a month in which either such Reporting Failure or Registration Failure (either, a “Failure”) continues a fee, calculated in respect of each Week (or portion thereof) during such month in respect of a Failure and beginning on the date of such Failure, equal to the product of (a) the Fee Rate, times (b) the aggregate average daily Liquidation Preference of the VMTP Shares held by the Purchaser during such Week or portion thereof, times (c) the quotient of the number of days in such Week or portion thereof divided by the number of calendar days in the year in which such Week or portion thereof occurs.  If such fee is an “other distribution” pursuant to the Statement, such fee shall be paid pursuant to and in accordance with the Statement, including Section 2.2(c) of the Statement. Notwithstanding the foregoing, in no event shall (i) the fee payable pursuant to this Section 2.4 hereunder for any Week plus the Applicable Spread on the VMTP Shares for such Week exceed an amount (exclusive of any Additional Amount Payment) equal to the product of (x) the Increased Rate, times (y) the aggregate average daily Liquidation Preference of the VMTP Shares held by the Purchaser during such Week or portion thereof, times (z) the quotient of the number of days in such Week or portion thereof divided by the number of calendar days in the year in which such Week or portion thereof occurs; (ii) the fee payable pursuant to this Section 2.4 for any Week plus the amount of dividends payable at the Dividend Rate for the VMTP Shares for such Week exceed an amount equal to the product of (aa) 15%, times (bb) the aggregate average daily Liquidation Preference of the VMTP Shares held by the Purchaser during such Week or portion thereof, times (cc) the quotient of the number of days in such Week or portion thereof divided by the number of calendar days in the year in which such Week or portion thereof occurs; or (iii) the Fund be required to calculate or pay a fee in respect of more than one Failure in any Week.
3. All references to the Agreement on and after the date hereof shall be deemed to refer to the Agreement as amended hereby, and the parties hereto agree that on and after the date hereof, the Agreement, as amended hereby, remains in full force and effect.
4. This Amendment may be executed in counterparts, each of which shall be deemed an original but together shall constitute one and the same instrument.

[Signature Page Follows]


IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed by their respective authorized officers as of the day and year first above written.


INVESCO MUNICIPAL INCOME OPPORTUNITIES TRUST

By: /s/ Amanda Roberts
     Name:  Amanda Roberts
     Title:    Assistant Secretary



BANC OF AMERICA PREFERRED FUNDING CORPORATION

By: /s/ Michael Jentis
     Name:  Michael Jentis
     Title:    Authorized Signatory