0001140361-22-028740.txt : 20220808 0001140361-22-028740.hdr.sgml : 20220808 20220808165219 ACCESSION NUMBER: 0001140361-22-028740 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 20220808 DATE AS OF CHANGE: 20220808 GROUP MEMBERS: BANC OF AMERICA PREFERRED FUNDING CORP SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: PIMCO Flexible Municipal Income Fund CENTRAL INDEX KEY: 0001723701 IRS NUMBER: 000000000 STATE OF INCORPORATION: MA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-91048 FILM NUMBER: 221145155 BUSINESS ADDRESS: STREET 1: 1633 BROADWAY CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: (844) 337-4626 MAIL ADDRESS: STREET 1: 1633 BROADWAY CITY: NEW YORK STATE: NY ZIP: 10019 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 brhc10040494_sc13da.htm SC 13D/A

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
SCHEDULE 13D
 
Under the Securities Exchange Act of 1934
 
(Amendment No. 7)
 
PIMCO FLEXIBLE MUNICIPAL INCOME FUND
(Name of Issuer)
 
VARIABLE RATE MUNIFUND TERM PREFERRED
(Title of Class of Securities)
 
72203E400
72203E509
72203E871
(CUSIP Number)
 
Bank of America Corporation
Bank of America Corporate Center
100 N. Tryon Street
Charlotte, North Carolina 28255
 
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
 
August 8, 2022
(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 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. 72203E400, 72203E509, 72203E871

1
NAMES OF REPORTING PERSONS
 
 
Bank of America Corporation
56-0906609
 
 
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)

(b)
 
 
3
SEC USE ONLY
 
 
 
 
 
 
 
4
SOURCE OF FUNDS (SEE INSTRUCTIONS)
 
 
WC
 
 
 
 
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
 
 
 
 
 
 
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
 
 
2,000
 
 
 
 
9
SOLE DISPOSITIVE POWER
 
 
0
 
 
 
 
10
SHARED DISPOSITIVE POWER
 
 
2,000
 
 
 
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
2,000
 
 
 
 
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
 
 
 
 
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
 
53.33%
 
 
 
 
14
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
HC
 
 
 
 


SCHEDULE 13D
CUSIP No. 72203E400, 72203E509, 72203E871

1
NAMES OF REPORTING PERSONS
 
 
Banc of America Preferred Funding Corporation
75-2939570
 
 
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
 
(b)
 
 
3
SEC USE ONLY
 
 
 
 
 
 
 
4
SOURCE OF FUNDS (SEE INSTRUCTIONS)
 
 
WC
 
 
 
 
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
 
 
 
 
 
 
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
 
 
2,000
 
 
 
 
9
SOLE DISPOSITIVE POWER
 
 
0
 
 
 
 
10
SHARED DISPOSITIVE POWER
 
 
2,000
 
 
 
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
2,000
 
 
 
 
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
 
 
 
 
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
 
53.33%
 
 
 
 
14
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
CO
 
 
 
 


This Amendment No. 7 (this “Amendment”) amends, as set forth below, the statement on Schedule 13D, dated June 17, 2019 and filed with the SEC on June 27, 2019 (the “Original Schedule 13D”), as amended by Amendment No. 1 dated November 18, 2019 and filed with the SEC on November 20, 2019 (“Amendment No. 1”), as further amended by Amendment No. 2 dated April 20, 2020 and filed with the SEC on April 22, 2020 (“Amendment No. 2”), as further amended by Amendment No. 3, dated December 6, 2021 and filed with the SEC on December 8, 2021 (“Amendment No. 3”), as further amended by Amendment No. 4 dated January 13, 2022 and filed with the SEC on January 18, 2022 (“Amendment No. 4”), as further amended by Amendment No. 5 dated April 8, 2022 and filed with the SEC on April 12, 2022 (“Amendment No. 5”), and as further amended by Amendment No. 6 dated May 9, 2022 and filed with the SEC on May 11, 2022 (“Amendment No. 6”), for Bank of America Corporation (“BAC”) and Banc of America Preferred Funding Corporation (“BAPFC”) (collectively, the “Reporting Persons”) with respect to the remarketable variable rate munifund term preferred shares (“RVMTP Shares”) of PIMCO Flexible Municipal Income Fund (the “Issuer”). 
 
This Amendment is being filed as a result of the entry into the Omnibus Amendment to RVMTP Purchase Agreements by and between the Issuer and BAPFC, dated August 4, 2022 (the “Omnibus Amendment”), amending (i) that certain Amended and Restated RVMTP Purchase Agreement dated as of December 6, 2021, (ii) that certain RVMTP Purchase Agreement dated April 8, 2022, and (iii) that certain Amended and Restated RVMTP Purchase Agreement dated as of May 9, 2022, as each may have been previously amended or supplemented (together, the “Existing Purchase Agreements”) relating to the  2049-A RVMTP Shares (CUSIP No. 72203E509), the 2051-A RVMTP Shares (CUSIP No. 72203E400) and the 2052-B RVMTP Shares  (CUSIP No. 72203E871)  of the Issuer.
 
Item 2
Identity and Background
 
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.
 
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 of the first paragraph thereof:
 
“The Issuer and BAPFC have entered into the Omnibus Amendment, which amends certain terms of the Existing Purchase Agreements related to relating to the 2049-A RVMTP Shares (CUSIP No. 72203E509), the 2051-A RVMTP Shares (CUSIP No. 72203E400) and the 2052-B RVMTP Shares  (CUSIP No. 72203E871)  of the Issuer.”
 
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
   
99.16
Omnibus Amendment to RVMTP Purchase Agreements, dated August 4, 2022”


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.

Date: August 8, 2022
 
 
BANK OF AMERICA CORPORATION
 
     
  
By:
/s/ Michael Jentis  
Name:
Michael Jentis
 
Title:
 Attorney-in-fact
 
   
BANC OF AMERICA PREFERRED FUNDING CORPORATION
 
   
By:
/s/ Michael Jentis
 
Name:
Michael Jentis
 
Title:
Authorized Signatory
 


LIST OF EXHIBITS
 
Exhibit
Description of Exhibit
   
Joint Filing Agreement
   
Power of Attorney
   
Omnibus Amendment to RVMTP Purchase Agreements, dated August 4, 2022


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 and Chief Executive Officer
 
Chairman of the Board and Chief Executive Officer of Bank of America Corporation
         
Paul M. Donofrio
 
Vice Chair
 
Vice Chair of Bank of America Corporation
         
Thong M. Nguyen
 
Vice Chair, Head of Global Strategy & Enterprise Platforms
 
Vice Chair, Head of Global Strategy & Enterprise Platforms of Bank of America Corporation
         
Bruce R. Thompson
 
Vice Chair, Head of Enterprise Credit
 
Vice Chair, Head of Enterprise Credit of Bank of America Corporation
         
Dean C. Athanasia
 
President, Regional Banking
 
President, Regional Banking of Bank of America Corporation
         
James P. DeMare
 
President, Global Markets
 
President, Global Markets of Bank of America Corporation
         
Kathleen A. Knox
 
President, The Private Bank
 
President, The Private Bank of Bank of America Corporation
         
Matthew M. Koder
 
President, Global Corporate and Investment Banking
 
President, Global Corporate and Investment Banking of Bank of America Corporation
         
Bernard A. Mensah
 
President, International; CEO, Merrill Lynch International
 
President, International of Bank of America Corporation and CEO, Merrill Lynch International
         
Andrew M. Sieg
 
President, Merrill Wealth Management
 
President, Merrill Wealth Management
         
Aditya Bhasin
 
Chief  Technology and Information Officer
 
Chief Technology and Information Officer of Bank of America Corporation
         
D. Steve Boland
 
Chief Administrative Officer
 
Chief Administrative Officer of Bank of America Corporation
         
Alastair Borthwick
 
Chief Financial Officer
 
Chief Financial Officer of Bank of America Corporation
         
Sheri Bronstein
 
Chief Human Resources Officer
 
Chief Human Resources Officer of Bank of America Corporation
         
Geoffrey Greener
 
Chief Risk Officer
 
   Chief Risk Officer of Bank of America Corporation


Thomas M. Scrivener
 
Chief Operations Officer
 
Chief Operations Officer of Bank of America Corporation
         
Lauren Anne Mogensen
 
Global General Counsel
 
Global General Counsel of Bank of America Corporation
         
Lionel L. Nowell, III
 
Lead Independent Director
 
Lead Independent Director, Bank of America Corporation; Former Senior Vice President and Treasurer, PepsiCo, Inc.
         
Sharon L. Allen
 
Director
 
Former Chairman of Deloitte LLP
         
Frank P. Bramble, Sr.
 
Director
 
Former Executive Vice Chairman, MBNA Corporation
         
Pierre J.P. de Weck1
 
Director
 
Former Chairman and Global Head of Private Wealth Management, Deutsche Bank AG
         
Arnold W. Donald
 
Director
 
Former 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.
         
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
 
Lead Director of Kimberly-Clark Corporation; 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; Former Chairman, Hydro One Limited
         
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 BofA Securities, Inc. and Bank of America, National Association
         
Edward H. Curland
 
Director and Managing Director
 
Managing Director, Municipal Markets Executive for Trading of BofA Securities, Inc. and Bank of America, National Association
         
James Duffy
 
Managing Director
 
Director; MBAM BFO, The CFO Group
of  Bank of America, National Association
         
Michael I. Jentis
 
Managing Director
 
Managing Director, Head of Sales – Public Finance of BofA Securities, Inc. and Bank of America, National Association
         
Mona Payton
 
Managing Director
 
Managing Director, Municipal Markets Executive for Short-Term Trading of BofA Securities, Inc. and Bank of America, National Association
         
Edward J. Sisk
 
Director and Managing Director
 
Managing Director, Public Finance Executive of BofA Securities, Inc. 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 BofA Securities, Inc. and Bank of America, National Association


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 BofA Securities, Inc. (“BofA Securities,” successor in interest to 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 BofA Securities, Inc. Form BD as filed with the SEC, which descriptions are hereby incorporated by reference.



EX-99.1 2 brhc10040494_ex99-1.htm EXHIBIT 99.1

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: August 8, 2022
 
 
BANK OF AMERICA CORPORATION
 
     
 
By:
/s/ Michael Jentis  
 
Name:
Michael Jentis
 
 
Title:
Attorney-in-fact
 
   
 
BANC OF AMERICA PREFERRED FUNDING CORPORATION
   
 
By:
/s/ Michael Jentis  
:
Name:
Michael Jentis
 
 
Title:
Authorized Signatory
 

 

EX-99.2 3 brhc10040494_ex99-2.htm EXHIBIT 99.2

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 Michael Jentis 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 his execution of those agreements, forms and documents related specifically to Section 13 and Section 16 of the Securities Exchange Act of 1934.
 
Any documents executed by the 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 Michael Jentis upon the earlier of the attorney-in-fact’s resignation or termination from or transfer out of Global Banking and Markets – Municipal Banking and Markets; however, any such resignation, termination or transfer shall have no impact on any documents or instruments executed by the attorney-in-fact named above for the Corporation prior to such resignation, termination or transfer.
 
IN WITNESS WHEREOF, this Power of Attorney has been executed and delivered by the Corporation to the Attorney-in-Fact on this 27th day of May, 2020
 
 
BANK OF AMERICA CORPORATION
 
     

By:
/s/ Ellen A. Perrin
 
 
Name:
Ellen A. Perrin
 
 
Title:
Associate General Counsel and Senior Vice President
 

 

EX-99.16 4 brhc10040494_ex99-16.htm EXHIBIT 99.16
Exhibit 99.16

EXECUTION COPY

OMNIBUS AMENDMENT TO RVMTP PURCHASE AGREEMENTS
 
This OMNIBUS AMENDMENT TO AMENDED AND RESTATED RVMTP PURCHASE AGREEMENTS, dated August 4, 2022 (this “Amendment”), is entered into by and among:
 
BANC OF AMERICA PREFERRED FUNDING CORPORATION, a Delaware Corporation, including the successors by merger or operation of law (and not merely by assignment of all or part of this Amendment) (the “Purchaser”), and
 
PIMCO FLEXIBILE MUNICIPAL INCOME FUND, a diversified closed-end fund organized as a Massachusetts business trust (the “Fund”).
 
Capitalized terms used and not otherwise defined herein shall have the meanings given to such terms in each Purchase Agreement (as defined below).
 
RECITALS
 
WHEREAS, Purchaser and the Fund are parties to the following:
 
(i) that certain Amended and Restated RVMTP Purchase Agreement, dated December 6, 2021 related to the Fund’s Remarketable Variable Rate MuniFund Term Preferred Shares, Series 2051-A (CUSIP 72203E400) (the “Series 2051-A Purchase Agreement”),
 
(ii) that certain RVMTP Purchase Agreement, dated April 8, 2022 related to the Fund’s Remarketable Variable Rate MuniFund Term Preferred Shares, Series 2052-B (CUSIP 72203E871) (the “Series 2052-B Purchase Agreement”), and
 
(iii) that certain Amended and Restated RVMTP Purchase Agreement, dated May 9, 2022 related to the Fund’s Remarketable Variable Rate MuniFund Term Preferred Shares, Series 2049-A (CUSIP 72203E509) (the “Series 2049-A Purchase Agreement”),
 
such agreements collectively referred to herein as the “Existing Purchase Agreements” and, as amended by this Amendment, and as hereafter further amended, modified, restated, replaced, waived, substituted, supplemented or extended from time to time, referred to as the “Purchase Agreements” and each a “Purchase Agreement”;
 
WHEREAS, pursuant to Article VII, Section 7.4 of the Purchase Agreements, the parties hereto desire to amend the terms of each Existing Purchase Agreement to (i) conform the language of the “Investments” representations and covenants contained in Sections 4.12 and 6.11 of the Existing Purchase Agreements, (ii) conform the language related to notices following Taxable Allocations in Section 6.1(g) of the Existing Purchase Agreements, and (iii) update the description of Eligible Assets in Exhibit B of the Existing Purchase Agreements;
 
NOW THEREFORE, in consideration of the foregoing recitals, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound, agree as follows:
 

1.          Article IV, Section 4.12 of the Series 2051-A Purchase Agreement is hereby deleted in its entirety and replaced with the following:
 
 “4.12 Investments
 
The Issuer has followed, and is following, a policy to (1) invest at least 60% of its Total Assets in securities that, at the time of investment, were rated “investment grade” by at least one of Moody’s, S&P or Fitch or, if unrated, determined by the Investment Manager to be of comparable quality; (2) invest up to 40% of its Total Assets in securities that, at the time of investment, were not rated “investment grade” by any of Moody’s, S&P or Fitch or, if unrated, determined by the Investment Manager to be of comparable quality; (3) not enter into total return swaps with a notional amount in excess of 3% of the Issuer’s Total Assets outstanding; and (4) not invest more than 5% of its Total Assets in securities of other closed-end investment companies that invest primarily in municipal bonds and other municipal securities of the types in which the Issuer may invest directly.  For the purposes of this paragraph, “investment grade” means a rating, in the case of Moody’s, of Baa3 or higher, or in the case of S&P and Fitch, of BBB- or higher.”
 
2.          Article VI, Section 6.11 of each Existing Purchase Agreement is hereby deleted in its entirety and replaced with the following:
 
“6.11 Investments
 
Unless the Issuer receives the prior written consent of the Purchaser (such consent to be determined in the good faith discretion of the Purchaser), the Issuer (1)  will invest at least 60% of its Total Assets in securities that, at the time of investment, were rated “investment grade” by at least one of Moody’s, S&P or Fitch or, if unrated, determined by the Investment Manager to be of comparable quality; (2) may invest up to 40% of its Total Assets in securities that, at the time of investment, were not rated “investment grade” by any of Moody’s, S&P or Fitch or, if unrated, determined by the Investment Manager to be of comparable quality; (3) shall not enter into total return swaps, at the time of investment, with a notional amount in excess of 3% of the Issuer’s Total Assets outstanding; and (4) shall not invest more than 5% of its Total Assets in securities of other closed-end fund investment companies that invest primarily in municipal bonds and other municipal securities of the types in which the Issuer may invest directly.  For the purposes of this paragraph, “investment grade” means a rating, in the case of Moody’s, of Baa3 or higher, or in the case of S&P and Fitch, of BBB- or higher.  Any breach of this Section 6.11 is subject to cure within 30 calendar days of either (i) discovery thereof by the Issuer or (ii) written notice thereof by any Holder.”
 

3.          Article VI, Section 6.1(g) of the Series 2051-A Purchase Agreement is hereby deleted in its entirety and replaced with the following:
 
“(g)   if (i) the Issuer provides a Notice of Taxable Allocation to the Calculation and Paying and Paying Agent pursuant to Section 2.11(a) of the Statement, the Notice of Taxable Allocation prior to the Dividend Period with respect to which the Notice of Taxable Allocation relates, (ii) the Issuer makes a Taxable Allocation via an Additional Amount Payment pursuant to Section 2.11(b) of the Statement, a notice to the Purchaser delivered as soon as practicable following the Issuer becoming aware of such Taxable Allocation, or (iii) the Issuer otherwise directs the Calculation and Paying Agent to send an Additional Amount Payment to any Holders in respect of a Taxable Allocation pursuant to Section 2.11(c) of the Statement, a notice to be delivered as soon as practicable following the Issuer becoming aware of such Taxable Allocation;”
 
4.           Article VI, Section 6.1(m) of each Existing Purchase Agreement is hereby deleted in its entirety and replaced with the following:
 
“(m)   within seven (7) Business Days after the last day of each month, a report of portfolio holdings of the Issuer as of the close of business of the last Business Day of such month, prepared on a basis substantially consistent with the periodic reports of portfolio holdings of the Issuer prepared for financial reporting purposes; provided that such report of portfolio holdings shall separately enumerate any assets that qualify as Eligible Assets under this Agreement based on clause 1.H of Exhibit B hereto;”
 
5.          Exhibit B of each Existing Purchase Agreement is hereby amended by inserting new clause 1.H following clause 1.G thereof.  Such new clause to read as follows:
 
 “H.   Preferred securities rated at least investment grade by any NRSRO (or, if not rated by any NRSRO, from the Investment Manager’s internal rating analysis) of corporations, the dividends from which preferred securities are considered qualified dividend income; provided that the Issuer may invest no more than 10% of its total assets in such securities; and, provided further that the Issuer may not invest more than 3% of its total assets in the preferred securities of any single corporate issuer, the dividends from which preferred securities are considered qualified dividend income.”
 
6.          Purchaser.  The Purchaser hereby represents and covenants that, as of the date of this Amendment, it is the sole holder of the RVMTP Shares under the Purchase Agreements.
 
7.          Governing Law, Submission to Jurisdiction.  This Amendment shall be construed in accordance with and governed by the domestic law of the State of New York.
 
THE PARTIES HERETO HEREBY SUBMIT TO THE NON-EXCLUSIVE JURISDICTION OF THE FEDERAL AND NEW YORK STATE COURTS LOCATED IN THE CITY OF NEW YORK IN CONNECTION WITH ANY DISPUTE RELATED TO THIS AMENDMENT OR ANY MATTERS CONTEMPLATED HEREBY.
 

8.          Miscellaneous.
 
(a)          This Amendment may be signed in counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument. Any counterpart or other signature delivered by facsimile or by electronic mail shall be deemed for all purposes as being a good and valid execution and delivery of this Amendment by that party.
 
(b)          The headings in this Amendment are for convenience of reference only and shall not affect the interpretation or construction of this Amendment.
 
(c)          This Amendment contains a final and complete integration of all prior expressions by the parties with respect to the subject matter hereof and shall constitute the entire agreement among the parties with respect to such subject matter, superseding all prior oral or written understandings.
 
(d)          A copy of the Amended and Restated Agreement and Declaration of Trust of the Fund is on file with the Secretary of State of The Commonwealth of Massachusetts, and notice hereby is given that this Amendment is executed on behalf of the Fund by an officer or Trustee of the Fund in his or her capacity as an officer or Trustee of the Fund and not individually and that the obligations under or arising out of this Amendment are not binding upon any of the Trustees, officers or shareholders individually but are binding only upon the assets and properties of the Fund.
 
9.          Counterparts and Electronic Signatures. This Amendment may be signed in counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument. Any counterpart or other signature delivered by facsimile or by electronic mail shall be deemed for all purposes as being a good and valid execution and delivery of this Amendment by that party.  The parties hereto further acknowledge and agree that this Amendment may be signed and/or transmitted by e-mail or a .pdf document or using electronic signature technology (e.g., via DocuSign, Adobesign, or other electronic signature technology), and that such signed electronic record shall be valid and as effective to bind the party so signing as a paper copy bearing such party’s handwritten signature.
 
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IN WITNESS WHEREOF, the parties have caused this Amendment to be duly executed, as of the day and year first above written.
 
 
PIMCO FLEXIBLE MUNICIPAL INCOME FUND
   
 
By:
/s/ Eric D. Johnson
   
Name: Eric D. Johnson
   
Title: President

 
BANC OF AMERICA PREFERRED FUNDING CORPORATION
   
 
By:
/s/ Michael Jentis
   
Name: Michael Jentis
   
Title: MD.

[Signature Page to Omnibus Amendment to PMFLX RVMTP Purchase Agreements]