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
| ||||
520 | |||||
9 |
SOLE
DISPOSITIVE POWER
| ||||
0 | |||||
10 |
SHARED
DISPOSITIVE POWER
| ||||
520 | |||||
11 |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
| ||||
520 | |||||
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
| ||||
520 | |||||
9 |
SOLE
DISPOSITIVE POWER
| ||||
0 | |||||
10 |
SHARED
DISPOSITIVE POWER
| ||||
520 | |||||
11 |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
| ||||
520 | |||||
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 March 14, 2019 and filed with the SEC on March 25, 2019 (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 demand preferred shares ("VRDP Shares") of BlackRock Municipal Income Investment Trust (the "Issuer").
This Amendment is being filed in relation to (i) the amendment to the Voting Trust Agreement, dated March 15, 2019, (ii) the amendment to the VRDP Shares Fee Agreement, dated March 15, 2019, (iii) the amendment to the VRDP Shares Remarketing Agreement, dated March 15, 2019 and (iv) the extension of the Scheduled Termination Date of the VRDP Shares Fee Agreement and VRDP Shares Purchase Agreement relating to the VRDP 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 deleting the first and second paragraphs thereto and inserting the following paragraphs in their place:
"The responses of the Reporting Persons to Item 4 are incorporated herein by reference. With respect to the VRDP Shares owned by BAPFC, on March 15, 2019, BAPFC assigned certain preferred class voting rights on the VRDP Shares to a voting trust (the "Voting Trust") created pursuant to the Voting Trust Agreement, dated March 15, 2019, and amended by the Omnibus Amendment to Voting Trust Agreements, dated February 12, 2020, among BAPFC, Lord Securities Corporation, as voting trustee (the "Voting Trustee") and Institutional Shareholder Services Inc. (the "Voting Consultant"). Voting and consent rights on the VRDP Shares not assigned to the Voting Trust have been retained by BAPFC. The Voting Trust provides that with respect to voting or consent matters relating to the voting rights assigned to the Voting Trust, the Voting Consultant analyzes such voting or consent matters and makes a recommendation to the Voting Trustee on voting or consenting. The Voting Trustee is obligated to follow any such recommendations of the Voting Consultant when providing a vote or consent. The VRDP Shares will have the benefit of a liquidity purchase obligation at the times and in the manner specified in the VRDP Shares Purchase Agreement, dated as of March 15, 2019, between The Bank of New York Mellon ("BNY") and Bank of America, N.A., as liquidity provider ("BANA"). Certain agreements between the Issuer and BANA as liquidity provider are documented in the VRDP Shares Fee Agreement, dated as of March 15, 2019, as amended by that certain Amendment to the VRDP Shares Fee Agreement, dated as of February 12, 2020, between the Issuer and BANA. Certain agreements between the Issuer and Merrill Lynch, Pierce, Fenner & Smith Incorporated ("MLPF&S"), as remarketing agent for the VRDP Shares are documented in the VRDP Shares Remarking Agreement, dated as of March 15, 2019, as amended by that certain Amendment to the VRDP Shares Remarketing Agreement, dated as of February 12, 2020, between the Issuer and MLPF&S." Additionally, Item 6 of the Original Schedule 13D is hereby amended by adding the following at the end thereof: "Effective as of February 12, 2020, the Scheduled Termination Date of the VRDP Shares Purchase Agreement and the VRDP Shares Fee Agreement has been extended to April 30, 2021." |
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 99.7 Omnibus Amendment to Voting Trust Agreements dated February 12, 2020 99.8 Amendment to the VRDP Shares Fee Agreement dated February 12, 2020 99.9 Amendment to the VRDP Shares Remarketing Agreement dated February 12, 2020" |
BANK OF AMERICA CORPORATION | |||
February 14, 2020 | By: |
/s/
Ally Pecarro | |
Attorney-in-fact | |||
BANC OF AMERICA PREFERRED FUNDING CORPORATION | |||
February 14, 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 & plc
|
||
Linda P. Hudson
|
Director
|
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
|
Chairman, Viacom Inc.; 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
|
||
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 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
|
EXECUTION VERSION
OMNIBUS AMENDMENT
TO
VOTING TRUST AGREEMENTS
This amendment (the "Amendment"), dated as of February 12, 2020, to each Voting Trust Agreement, referenced on Schedule B hereto, dated as the date set forth on Schedule B hereto, by and among Lord Securities Corporation, as trustee (the "Trustee" or any successor thereto), Banc of America Preferred Funding Corporation, a Delaware corporation, including its successors and assigns by operation of law ("PFC" or the "Purchaser") and Institutional Shareholder Services Inc. (the "Voting Consultant" or any successor thereto) relating to certain voting and consent matters concerning Variable Rate Demand Preferred Shares ("VRDP Shares") of each of the funds listed on Schedule A hereto (each, a "Fund") (each, an "Agreement") is entered into among the Trustee, the Purchaser and the Voting Consultant. Capitalized terms used herein and not otherwise defined herein shall have the meanings set forth in each Agreement or in the Statement of Preferences, Certificate of Designation or Articles Supplementary, as applicable to such Fund (including by incorporation by reference).
WHEREAS, the Purchaser is the legal and Beneficial Owner of shares of VRDP Shares of each Fund pursuant to the terms of the fee agreement by and between Bank of America, N.A. and each Fund and related to the VRDP shares issued by each such Fund, as such agreement may have been amended from time to time.
WHEREAS, the parties hereto are parties to each Agreement; and
WHEREAS, the parties hereto desire to amend the terms of each Agreement as provided for herein.
ACCORDINGLY, each Agreement is hereby amended as follows:
1. Amendment to each Agreement
The definition of “Voting Matters” in Section 1 of each Agreement is hereby amended by:
(i) deleting the word “and” at the end of Section 1(c) thereof,
(ii) inserting the word “and” at the end of Section 1(d) thereof, and
(iii) inserting the following Section 1(e) after Section 1(d):
“(e) any matters described in 12 C.F.R. Section 225.2(q)(1)."
2. Modification
The parties hereto hereby agree that, except as specifically amended herein, each Agreement is and shall continue to be in full force and effect and is hereby ratified and confirmed in all respects. All references in each Agreement and other documents related thereto shall be references to the Agreement as amended by this Amendment. Except as specifically provided herein, the execution, delivery and effectiveness of this Amendment shall not operate as a waiver of any right, power or remedy of any party hereto under each Agreement, or constitute a waiver of any provision of any other agreement.
3. Benefit and Burden
This Amendment shall inure to the benefit of, and shall be binding upon, the parties hereto and their legatees, distributees, estates, executors or administrators, personal and legal representatives, successors and assigns.
4. Severability
The invalidity of any particular provision of this Amendment shall not affect the validity of the remainder hereof, and this Amendment shall be construed in all respects as if such invalid or unenforceable provision were omitted.
The section headings herein are for convenience of reference only, and shall not affect the construction, or limit or otherwise affect the meaning hereof.
6. Applicable Law
This Amendment shall be construed and enforced in accordance with the law of the State of New York.
THE PARTIES HERETO HEREBY SUBMIT TO THE EXCLUSIVE JURISDICTION OF FEDERAL AND NEW YORK STATE COURTS OF COMPETENT JURISDICTION LOCATED IN NEW YORK COUNTY, NEW YORK IN CONNECTION WITH ANY DISPUTE RELATED TO THIS AMENDMENT OR ANY MATTERS CONTEMPLATED HEREBY.
7. Waiver
THE PURCHASER, THE TRUSTEE AND THE VOTING CONSULTANT HEREBY WAIVE TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM BROUGHT BY ANY OF THE PARTIES HERETO AGAINST THE OTHER(S) ON ANY MATTERS WHATSOEVER ARISING OUT OF OR IN ANY WAY CONNECTED WITH THIS AMENDMENT.
8. Counterparts
This Amendment may be executed by the parties hereto in any number of separate counterparts, each of which shall be deemed to be an original, and all of which taken together shall be deemed to constitute one and the same instrument.
[The rest of this page has been intentionally left blank]
IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the date first set forth above.
BANC OF AMERICA PREFERRED FUNDING CORPORATION, as Purchaser
By:___/s/ Michael Jentis ________________________
Name: Michael Jentis
Title: Authorized Signatory
LORD SECURITIES CORPORATION, as Trustee
By:___/s/ Edward O'Connell_______________________
Name: Edward O'Connell
Title: Senior Vice President
INSTITUTIONAL SHAREHOLDER SERVICES INC., as Voting Consultant
By:___/s/ Lorraine G. Kelly _______________________
Name: Lorraine G. Kelly
Title: M.D. Head of Governance Solutions
The parties list below hereby consent to the Amendment to the Agreement:
BlackRock MuniHoldings Investment Quality Fund [Fund Symbol: MFL]
By:/s/ Jonathan Diorio |
|
BlackRock MuniHoldings New York Quality Fund, Inc. [Fund Symbol: MHN]
By:/s/ Jonathan Diorio |
Name: Jonathan Diorio |
|
Name: Jonathan Diorio |
Title: Vice President |
|
Title: Vice President |
|
|
|
BlackRock MuniHoldings New Jersey Quality Fund, Inc. [Fund Symbol: MUJ]
By:/s/ Jonathan Diorio |
|
BlackRock MuniYield Fund, Inc. [Fund Symbol: MYD]
By:/s/ Jonathan Diorio |
Name: Jonathan Diorio |
|
Name: Jonathan Diorio |
Title: Vice President |
|
Title: Vice President |
BlackRock Long-Term Municipal Advantage Trust [Fund Symbol: BTA]
By:/s/ Jonathan Diorio |
|
BlackRock MuniYield Quality Fund, Inc. [Fund Symbol: MQY]
By:/s/ Jonathan Diorio |
Name: Jonathan Diorio |
|
Name: Jonathan Diorio |
Title: Vice President |
|
Title: Vice President |
|
|
|
BlackRock New York Municipal Income Trust II [Fund Symbol: BFY]
By:/s/ Jonathan Diorio |
|
BlackRock New York Municipal Income Quality Trust [Fund Symbol: BSE]
By:/s/ Jonathan Diorio |
Name: Jonathan Diorio |
|
Name: Jonathan Diorio |
Title: Vice President |
|
Title: Vice President |
BlackRock Municipal Income Investment Trust [Fund Symbol: BBF]
By:/s/ Jonathan Diorio |
|
BlackRock Muni New York Intermediate Duration Fund, Inc. [Fund Symbol: MNE]
By:/s/ Jonathan Diorio |
Name: Jonathan Diorio |
|
Name: Jonathan Diorio |
Title: Vice President |
|
Title: Vice President |
|
|
|
BlackRock New York Municipal Bond Trust [Fund Symbol: BQH]
By:/s/ Jonathan Diorio |
|
|
Name: Jonathan Diorio |
|
|
Title: Vice President |
|
|
Schedule A
Fund Name (Ticker)
1. BlackRock MuniHoldings Investment Quality Fund (MFL) |
2. BlackRock MuniHoldings New York Quality Fund, Inc. (MHN) |
3. BlackRock MuniHoldings New Jersey Quality Fund, Inc. (MUJ) |
4. BlackRock MuniYield Fund, Inc. (MYD) |
5. BlackRock Long-Term Municipal Advantage Trust (BTA) |
6. BlackRock MuniYield Quality Fund, Inc. (MQY) |
7. BlackRock New York Municipal Income Trust II (BFY) |
8. BlackRock New York Municipal Income Quality Trust (BSE) |
9. BlackRock Municipal Income Investment Trust (BBF) |
10. BlackRock Muni New York Intermediate Duration Fund, Inc. (MNE) |
11. BlackRock New York Municipal Bond Trust (BQH) |
|
Schedule B
1. The voting trust agreement, dated as of April 17, 2014, by and among Lord Securities Corporation, Banc of America Preferred Funding Corporation and Institutional Shareholder Services Inc. relating to certain voting and consent matters concerning VRDP Shares of BlackRock MuniHoldings Investment Quality Fund (MFL).
2. The voting trust agreement, dated as of April 17, 2014, by and among Lord Securities Corporation, Banc of America Preferred Funding Corporation and Institutional Shareholder Services Inc. relating to certain voting and consent matters concerning VRDP Shares of BlackRock MuniHoldings New York Quality Fund, Inc. (MHN).
3. The voting trust agreement, dated as of April 17, 2014, by and among Lord Securities Corporation, Banc of America Preferred Funding Corporation and Institutional Shareholder Services Inc. relating to certain voting and consent matters concerning VRDP Shares of BlackRock MuniHoldings New Jersey Quality Fund, Inc. (MUJ).
4. The voting trust agreement, dated as of April 17, 2014, by and among Lord Securities Corporation, Banc of America Preferred Funding Corporation and Institutional Shareholder Services Inc. relating to certain voting and consent matters concerning VRDP Shares of BlackRock MuniYield Fund, Inc. (MYD).
5. The voting trust agreement, dated as of October 29, 2015, by and among Lord Securities Corporation, Banc of America Preferred Funding Corporation and Institutional Shareholder Services Inc. relating to certain voting and consent matters concerning VRDP Shares of BlackRock Long-Term Municipal Advantage Trust (BTA).
6. The voting trust agreement, dated as of March 15, 2019, by and among Lord Securities Corporation, Banc of America Preferred Funding Corporation and Institutional Shareholder Services Inc. relating to certain voting and consent matters concerning VRDP Shares of BlackRock MuniYield Quality Fund, Inc. (MQY).
7. The voting trust agreement, dated as of March 15, 2019, by and among Lord Securities Corporation, Banc of America Preferred Funding Corporation and Institutional Shareholder Services Inc. relating to certain voting and consent matters concerning VRDP Shares of BlackRock New York Municipal Income Trust II (BFY).
8. The voting trust agreement, dated as of March 15, 2019, by and among Lord Securities Corporation, Banc of America Preferred Funding Corporation and Institutional Shareholder Services Inc. relating to certain voting and consent matters concerning VRDP Shares of BlackRock New York Municipal Income Quality Trust (BSE).
9. The voting trust agreement, dated as of March 15, 2019, by and among Lord Securities Corporation, Banc of America Preferred Funding Corporation and Institutional Shareholder Services Inc. relating to certain voting and consent matters concerning VRDP Shares of BlackRock Municipal Income Investment Trust (BBF).
10. The voting trust agreement, dated as of March 15, 2019, by and among Lord Securities Corporation, Banc of America Preferred Funding Corporation and Institutional Shareholder Services Inc. relating to certain voting and consent matters concerning VRDP Shares of BlackRock Muni New York Intermediate Duration Fund, Inc. (MNE).
11. The voting trust agreement, dated as of March 15, 2019, by and among Lord Securities Corporation, Banc of America Preferred Funding Corporation and Institutional Shareholder Services Inc. relating to certain voting and consent matters concerning VRDP Shares of BlackRock New York Municipal Bond Trust (BQH).
(1)
|
BLACKROCK MUNICIPAL INCOME INVESTMENT TRUST,
a closed-end investment company organized as a Delaware statutory trust, as issuer (the “Fund”); and
|
(2)
|
BANK OF AMERICA, N.A., a national banking
association, including its successors and assigns, as liquidity provider (the “Liquidity Provider”).
|