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
|
|
|
||
1,400
|
|
|
|||
|
|
||||
9
|
SOLE DISPOSITIVE POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
1,400
|
|
|
|||
|
|
||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
1,400
|
|
|
|||
|
|
||||
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)
|
|
|
||
100%
|
|
|
|||
|
|
||||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
HC
|
|
|
|||
|
|
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
|
|
|
||
1,400
|
|
|
|||
|
|
||||
9
|
SOLE DISPOSITIVE POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
1,400
|
|
|
|||
|
|
||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
1,400
|
|
|
|||
|
|
||||
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)
|
|
|
||
100%
|
|
|
|||
|
|
||||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
CO
|
|
|
|||
|
|
Item 1 |
Security and Issuer
|
Item 2 |
Identity and Background
|
i. |
Bank of America Corporation (“BAC”)
|
ii. |
Banc of America Preferred Funding Corporation (“BAPFC”)
|
Item 3 |
Source and Amount of Funds or Other Consideration
|
Item 4 |
Purpose of the Transaction
|
Item 5 |
Interest in Securities of the Issuer
|
Item 6 |
Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer
|
Item 7 |
Material to be Filed as Exhibits
|
Exhibit
|
Description of Exhibit
|
99.1
|
Joint Filing Agreement
|
99.2
|
Limited Power of Attorney
|
99.3
|
Voting Trust Agreement dated May 31, 2023
|
99.4
|
VMTP Purchase Agreement dated May 31, 2023
|
99.5
|
Registration Rights Agreement, dated May 31, 2023
|
Date: June 7, 2023 | ||
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
|
Exhibit
|
Description of Exhibit
|
Joint Filing Agreement
|
|
Limited Power of Attorney
|
|
Voting Trust Agreement dated May 31, 2023
|
|
99.4 | VMTP Purchase Agreement dated May 31, 2023 |
Registration Rights Agreement, dated May 31, 2023
|
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
|
||
Catherine P. Bessant
|
Vice Chair, Global Strategy
|
Vice Chair, Global Strategy 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
|
||
Lindsay DeNardo Hans
|
President, Co-Head Merrill Wealth Management
|
President, Co-Head Merrill Wealth Management of Bank of America Corporation
|
||
Eric Schimpf
|
President, Co-Head Merrill Wealth Management
|
President, Co-Head Merrill Wealth Management of Bank of America Corporation
|
||
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 Executive
|
Chief Operations Executive of Bank of America Corporation
|
Lauren A. 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
|
||
Jose E. Almeida
|
Director
|
Chairman, President and Chief Executive Officer of Baxter International Inc.
|
||
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.; Lead Independent Director, Target Corporation
|
||
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
|
||
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 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
|
Date: June 7, 2023 | ||
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
|
BANK OF AMERICA CORPORATION
|
||
By:
|
/s/ Ellen A. Perrin
|
|
Ellen A. Perrin
|
||
Associate General Counsel and Senior Vice President
|
|
Attention:
|
Thomas Visone
|
Telephone:
|
(212) 449-7358
|
Email:
|
thomas.visone@bofa.com
|
Attention:
|
Albert Fioravanti
|
Telephone:
|
(212) 346-9000
|
Email:
|
albert.fioravanti@tmf-group.com
|
Attention:
|
Lorraine Kelly, Executive Director
|
Telephone:
|
(646) 680-6355
|
Email:
|
lorraine.kelly@issgovernance.com
|
Attention:
|
General Counsel
|
Telephone:
|
301-556-0420
|
Email:
|
steven.friedman@issgovernance.com
|
BANC OF AMERICA PREFERRED FUNDING CORPORATION, as Purchaser
|
||
By:
|
/s/ Thomas Visone | |
Name: Thomas Visone
|
||
Title: Authorized Signatory
|
LORD SECURITIES CORPORATION, as Trustee
|
||
By:
|
/s/ Albert Fioravanti | |
Name: Albert Fioravanti
|
||
Title: Managing Director
|
INSTITUTIONAL SHAREHOLDER SERVICES INC., as Voting Consultant
|
||
By:
|
/s/ Allen Heery | |
Name: Allen Heery
|
||
Title: CFO
|
Page | |||
ARTICLE I DEFINITIONS
|
1
|
||
1.1
|
Incorporation of Certain Definitions by Reference
|
7 |
|
ARTICLE II PURCHASE AND TRANSFERS, COSTS AND EXPENSES; ADDITIONAL FEE
|
8
|
||
2.1
|
Purchase and Transfer of VMTP Shares
|
8
|
|
2.2
|
Operating Expenses; Fees
|
8
|
|
2.3
|
Additional Fee for Failure to Comply with Reporting Requirement or Registration Rights Failure
|
9 |
|
ARTICLE III CONDITIONS TO EFFECTIVE DATE
|
9
|
||
ARTICLE IV REPRESENTATIONS AND WARRANTIES OF THE FUND
|
10
|
||
4.1
|
Existence
|
10
|
|
4.2
|
Authorization; Contravention
|
10
|
|
4.3
|
Binding Effect
|
11
|
|
4.4
|
Financial Information
|
11
|
|
4.5
|
Litigation
|
11
|
|
4.6
|
Consents
|
11
|
|
4.7
|
Incorporation of Additional Representations and Warranties
|
11 |
|
4.8
|
Complete and Correct Information
|
12
|
|
4.9
|
Offering Memorandum
|
12
|
|
4.10
|
1940 Act Registration
|
12
|
|
4.11
|
Effective Leverage Ratio; Asset Coverage
|
12
|
|
4.12
|
Investment Policies
|
12 |
|
4.13
|
Credit Quality
|
13
|
|
4.14
|
Due Diligence
|
13
|
|
4.15
|
Capital Structure
|
13
|
|
4.16
|
Certain Fees
|
13
|
|
ARTICLE V REPRESENTATIONS AND WARRANTIES OF THE SUBSEQUENT PURCHASER
|
13
|
||
5.1
|
Existence
|
13
|
|
5.2
|
Authorization; Contravention
|
13
|
|
5.3
|
Binding Effect
|
14
|
|
5.4
|
Own Account
|
14
|
|
5.5
|
Litigation
|
14
|
|
5.6
|
Consents
|
14
|
|
5.7
|
Subsequent Purchaser Status
|
14
|
|
5.8 |
Experience of the Subsequent Purchaser
|
15 |
Page | |||
5.9
|
Access to Information
|
15
|
|
5.10
|
Certain Transactions
|
15
|
|
5.11
|
Due Diligence
|
15
|
|
5.12
|
Certain Fees
|
15
|
|
ARTICLE VI COVENANTS OF THE FUND
|
15 |
||
6.1
|
Information
|
16
|
|
6.2
|
No Amendment or Certain Other Actions Without Consent of BAPFC
|
18
|
|
6.3
|
Maintenance of Existence
|
18
|
|
6.4
|
Tax Status of the Fund
|
18
|
|
6.5
|
Payment Obligations
|
18
|
|
6.6
|
Compliance With Law
|
18
|
|
6.7
|
Maintenance of Approvals: Filings, Etc.
|
18
|
|
6.8
|
Inspection Rights
|
18
|
|
6.9
|
Litigation, Etc.
|
19
|
|
6.10
|
1940 Act Registration
|
19
|
|
6.11
|
Eligible Assets
|
19
|
|
6.12
|
Credit Quality
|
19
|
|
6.13
|
Maintenance of Effective Leverage Ratio
|
20
|
|
6.14
|
Redemption and Paying Agent
|
20
|
|
6.15
|
Cooperation in the Sale of VMTP Shares
|
20
|
|
6.16
|
Rating Agencies
|
20 |
|
6.17
|
Securities Depository
|
21
|
|
6.18
|
Future Agreements
|
21
|
|
6.19
|
Use of Proceeds
|
21
|
|
6.20
|
Tax Opinion in Connection with Extension of Term Redemption Date
|
21
|
|
6.21
|
Maryland Control Share Acquisition Act
|
21 |
|
ARTICLE VII MISCELLANEOUS
|
22
|
||
7.1
|
Notices
|
22
|
|
7.2
|
No Waivers
|
23
|
|
7.3
|
Expenses and Indemnification
|
23
|
|
7.4
|
Amendments and Waivers
|
25
|
|
7.5
|
Successors and Assigns
|
25
|
|
7.6
|
Term of this Agreement
|
26
|
|
7.7
|
Governing Law
|
26
|
|
7.8
|
Waiver of Jury Trial
|
26
|
|
7.9
|
Counterparts and Electronic Signatures
|
26
|
|
7.10
|
Beneficiaries
|
26 | |
7.11
|
Entire Agreement
|
27
|
|
7.12
|
Relationship to the Articles
|
27
|
|
7.13
|
Confidentiality
|
27
|
|
7.14
|
Severability
|
27
|
|
7.15
|
Consent Rights of the Majority Participants to Certain Actions
|
28
|
SCHEDULE 1
|
Schedule-1
|
|
EXHIBIT A:
|
FORMS OF OPINIONS AND LETTERS OF COUNSEL FOR THE FUND
|
A-1
|
EXHIBIT A-1:
|
FORM OF CORPORATE AND 1940 ACT OPINION
|
A-1-1
|
EXHIBIT A-2:
|
FORM OF TAX OPINION
|
A-2-1
|
EXHIBIT A-3
|
FORM OF NEGATIVE ASSURANCE LETTER
|
A-3-1
|
EXHIBIT B:
|
ELIGIBLE ASSETS
|
B-1
|
EXHIBIT C:
|
TRANSFEREE CERTIFICATE
|
C-1
|
EXHIBIT D:
|
INFORMATION TO BE PROVIDED BY THE FUND
|
D-1
|
EXHIBIT E:
|
CAPITALIZATION
|
E-1
|
ANNEX A
|
ADDITIONAL REPRESENTATIONS AND WARRANTIES
|
Annex-1
|
1.1 |
Incorporation of Certain Definitions by Reference
|
2.1 |
Purchase and Transfer of VMTP Shares
|
2.2 |
Operating Expenses; Fees
|
2.3 |
Additional Fee for Failure to Comply with Reporting Requirement or Registration Rights Failure
|
4.1 |
Existence
|
4.2 |
Authorization; Contravention
|
4.3 |
Binding Effect
|
4.4 |
Financial Information
|
4.5 |
Litigation
|
4.6 |
Consents
|
4.7 |
Incorporation of Additional Representations and Warranties
|
4.8 |
Complete and Correct Information
|
4.9 |
Offering Memorandum
|
4.10 |
1940 Act Registration
|
4.11 |
Effective Leverage Ratio; Asset Coverage
|
4.12 |
Investment Policies
|
4.13 |
Credit Quality
|
4.14 |
Due Diligence
|
4.15 |
Capital Structure
|
4.16 |
Certain Fees
|
5.1 |
Existence
|
5.2 |
Authorization; Contravention
|
5.3 |
Binding Effect
|
5.4 |
Own Account
|
5.5 |
Litigation
|
5.6 |
Consents
|
5.7 |
Subsequent Purchaser Status
|
5.8 |
Experience of the Subsequent Purchaser
|
5.9 |
Access to Information
|
5.10 |
Certain Transactions
|
5.11 |
Due Diligence
|
5.12 |
Certain Fees
|
6.1 |
Information
|
6.2 |
No Amendment or Certain Other Actions Without Consent of BAPFC
|
6.3 |
Maintenance of Existence
|
6.4 |
Tax Status of the Fund
|
6.5 |
Payment Obligations
|
6.6 |
Compliance With Law
|
6.7 |
Maintenance of Approvals: Filings, Etc.
|
6.8 |
Inspection Rights
|
6.9 |
Litigation, Etc.
|
6.10 |
1940 Act Registration
|
6.11 |
Eligible Assets
|
6.12 |
Credit Quality
|
6.13 |
Maintenance of Effective Leverage Ratio
|
6.14 |
Redemption and Paying Agent
|
6.15 |
Cooperation in the Sale of VMTP Shares
|
6.16 |
Rating Agencies
|
(a) |
the Fund shall use commercially reasonable efforts to secure a rating with respect to the VMTP Shares from an Other Rating Agency;
|
(b) |
for a period of 45 calendar days following such withdrawal, the Applicable Spread will be calculated using the Applicable Percentage corresponding to the latest Withdrawing Rating Agency's rating with respect to the VMTP Shares; and
|
(c) |
following such 45-calendar day period, in the event that the Fund is unable to secure another rating on the VMTP Shares from an Other Rating Agency, a Ratings Event will be deemed to have occurred pursuant to the terms of the Articles
and shall cause an associated Increased Rate Period to occur.
|
6.17 |
Securities Depository
|
6.18 |
Future Agreements
|
6.19 |
Use of Proceeds
|
6.20 |
Tax Opinion in Connection with Extension of Term Redemption Date
|
6.21 |
Maryland Control Share Acquisition Act
|
7.1 |
Notices
|
7.2 |
No Waivers
|
7.3 |
Expenses and Indemnification
|
7.4 |
Amendments and Waivers
|
7.5 |
Successors and Assigns
|
7.6 |
Term of this Agreement
|
7.7 |
Governing Law
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7.8 |
Waiver of Jury Trial
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7.9 |
Counterparts and Electronic Signatures
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7.10 |
Beneficiaries
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7.11 |
Entire Agreement
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7.12 |
Relationship to the Articles
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7.13 |
Confidentiality
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7.14 |
Severability
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7.15 |
Consent Rights of the Majority Participants to Certain Actions
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PIONEER MUNICIPAL HIGH INCOME ADVANTAGE FUND, INC.
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By:
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/s/ Anthony J. Koenig, Jr.
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Name: Anthony J. Koenig, Jr.
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Title: Treasurer
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Banc of America Preferred Funding Corporation
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By:
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/s/ Michael Jentis
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Name: Michael Jentis
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Title: Managing Director
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Description of Shares: |
1,400 Pioneer Municipal High Income Advantage Fund, Inc. Variable Rate MuniFund Term Preferred Shares, Series 2021, with a Liquidation Preference of $100,000 per share. The initial 1,600 shares were issued on February 16, 2018 in
exchange for $160,000,000 in immediately available funds and 200 additional shares were issued on February 16, 2021 in exchange for $20,000,000 in immediately available funds. A redemption of 200 shares occurred September 29, 2022 and an
additional redemption of 200 shares occurred November 14, 2022.
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it is registered under the Securities Act;
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it is offered and sold pursuant to Securities and Exchange Commission Rule 144A; 17 CFR 230.144A; or
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it can be sold with reasonable promptness at a price that corresponds reasonably to its fair value; and
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the obligor had adequate capacity to meet financial commitments under the security for the projected life of the asset or exposure, which capacity is presumed if the risk of default by the obligor is low and the full and timely repayment
of principal and interest is expected.
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it provides for repayment of principal and interest in any form including fixed and floating rate, zero interest, capital appreciation, discount, leases, and payment in kind; or
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it is for long-term or short-term financing purposes.
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Date: | Name of Transferee (use exact name in which Transferred Shares are to be registered): |
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Authorized Signature | |||||
Print Name and Title | |||||
Address of Transferee for Registration of
Transferred Shares:
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Transferee's taxpayer identification number: | |||||
Reporting as of: |
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TOB Floaters: $ |
CUSIP
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Portfolio Name
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Description
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Market Value
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Par Value
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Rating
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State
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[•]
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[•]
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[•]
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[•]
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[•]
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[•]
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[•]
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Preferred Shares
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Number of Shares
Authorized
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Number of Shares
Outstanding
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Amount Outstanding
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Series 2021 VMTP Shares, $100,000 stated value per share, at liquidation value
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1,800
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1,400
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$140,000,000
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1. |
The Series 2021 VMTP Shares conform in all material respects to the descriptions thereof contained in the Offering Memorandum.
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2. |
As of the Date of Original Issue, the Series 2021 VMTP Shares satisfied the eligibility requirements of Rule 144A(d)(3) under the Securities Act, and no securities of the same class (within the meaning of Rule 144A(d)(3) under the
Securities Act) as the Series 2021 VMTP Shares are listed on any national securities exchange registered under Section 6 of the Exchange Act or quoted in a U.S. automated inter-dealer quotation system.
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3. |
The Fund has reasonable belief that any transfers of the Series 2021 VMTP Shares will be limited to persons who are QIBs.
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4. |
Neither the Fund, nor any person acting on its behalf, has, directly or indirectly, made offers or sales of any security (as defined in the Securities Act), or solicited offers to buy any security, nor will it, directly or indirectly,
make offers or sales of any security or solicit offers to buy any security under circumstances that would require the registration of the Series 2021 VMTP Shares under the Securities Act.
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5. |
The Fund has ensured or will ensure that any Bloomberg screen containing information about the Series 2021 VMTP Shares includes the following (or similar) language:
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the "Note Box" on the bottom of the "Security Display" page describing the Series 2021 VMTP Shares will state: "Iss'd Under 144A."
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the "Security Display" page will have flashing a red indicator "See Other Available Information."
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the indicator will link to the "Additional Security Information" page, which will state that the securities "are being offered in reliance on the exemption from registration under Rule 144A of the Securities Act to persons who are
qualified institutional buyers (as defined in Rule 144A under the Securities Act)."
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6. |
The Fund has instructed or will instruct The Depository Trust Company ("DTC") to take these or similar steps with respect to the Series 2021 VMTP Shares:
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the DTC 20-character security descriptor and 48-character additional descriptor will indicate that sales are limited to QIBs.
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7. |
The Fund has confirmed that CUSIP has established a "fixed field" attached to the CUSIP number for the Series 2021 VMTP Shares containing the "144A" indicator.
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8. |
The Fund's authorized equity capitalization is as set forth, or incorporated by reference, in the Offering Memorandum; the equity capital of the Fund conforms in all material respects to the description thereof contained, or incorporated
by reference, in the Offering Memorandum; all outstanding Common Shares and Preferred Shares have been duly authorized and validly issued and are fully paid and nonassessable; and, except as set forth in the Offering Memorandum, no options,
warrants or other rights to purchase, agreements or other obligations to issue, or rights to convert any obligations into or exchange any securities for, shares of capital stock of or ownership interests in the Fund are outstanding.
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9. |
The statements in the Offering Memorandum under the headings "Description of VMTP Shares," "Plan of Offering," "Certain Provisions in the Charter and By-Laws" and "Tax Matters" insofar as such statements summarize legal matters,
agreements, documents or proceedings discussed therein, are accurate and fair summaries of such legal matters, agreements, documents or proceedings.
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10. |
Each of the filings with the SEC that it is required to make under the 1940 Act and the rules and regulations thereunder (the "1940 Act Rules and Regulations") (each such filing, a "1940 Act Document") complies in all material respects
with the requirements of the 1940 Act and the 1940 Act Rules and Regulations, and each 1940 Act Document did not at the time of filing with the SEC include an untrue statement of a material fact or omit to state a material fact required to
be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.
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11. |
No consent, approval, authorization, filing with or order of any court or governmental agency or body is required by the Fund in connection with the transactions contemplated in this Agreement, the Redemption and Paying Agent Agreement,
the Articles and the Offering Agreement (collectively, the "Fund Agreements"), except such as have been made or obtained under the Securities Act, the 1940 Act, the rules and regulations of the Financial Industry Regulatory Authority, Inc.
and the New York Stock Exchange.
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12. |
None of the execution, delivery or performance of any of the Fund Agreements, nor the consummation of the transactions herein or therein contemplated, nor the fulfillment of the terms hereof or thereof, conflict with, result in a breach
or violation of, or require or result in imposition of any material lien, charge or encumbrance upon any property or assets of the Fund pursuant to, (i) the Charter or the Articles, or (ii) the terms of any material indenture, contract,
lease, mortgage, deed of trust, note agreement, loan agreement or other agreement, obligation, condition, covenant or instrument to which the Fund is a party or by which it is bound or to which its property is subject, or materially
violates or will materially violate any material statute, law, rule, regulation, judgment, order or decree applicable to the Fund of any court, regulatory body, administrative agency, governmental body, arbitrator or other authority having
jurisdiction over the Fund or any of its properties.
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13. |
No holders of the Series 2021 VMTP Shares have rights to the registration of such VMTP Shares.
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14. |
The Fund is not in violation or default of any provision of its Charter or the Articles, or in material violation of (i) the terms of any material indenture, contract, lease, mortgage, deed of trust, note agreement, loan agreement or
other agreement, obligation, condition, covenant or instrument to which it is a party or bound or to which its property is subject or (ii) any material statute, law, rule, regulation, judgment, order or decree of any court, regulatory body,
administrative agency, governmental body, arbitrator or other authority having jurisdiction over the Fund or any of its properties.
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15. |
Since the date as of which information is given in the Offering Memorandum, except as otherwise stated therein, (i) no transaction or event has occurred and no change has occurred in the condition (financial or otherwise) or operations
of the Fund that would materially and adversely affect its ability to perform its obligations under this Agreement and the other Related Documents to which it is a party or by which it is bound and (ii) there have been no transactions
entered into by the Fund which are material to the Fund other than those in the ordinary course of its business or as described or contemplated in the Offering Memorandum (and any amendment or supplement thereto).
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16. |
Ernst & Young LLP, independent registered public accounting firm, has been engaged to conduct the audit of the Fund's financial statements for the fiscal years ended 2018 to 2022 and previously audited the Fund's financial statements
for the fiscal year ended 2013. For the fiscal years ended 2014 through 2017, the Fund's financial statements were audited by Deloitte & Touche LLP, the Fund's previous independent registered public accounting firm. Ernst & Young
LLP and Deloitte & Touche LLP have delivered their respective reports with respect to the audited financial statements included or incorporated by reference in the Offering Memorandum.
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17. |
The Fund's directors and officers errors and omissions insurance policy and its fidelity bond required by Rule 17g-1 of the 1940 Act Rules and Regulations are in full force and effect; the Fund is in compliance with the terms of such
policy and fidelity bond in all material respects; and there are no claims by the Fund under any such policy or fidelity bond as to which any insurance company is denying liability or defending under a reservation of rights clause; the Fund
has not been refused any insurance coverage sought or applied for; and the Fund has no reason to believe that it will not be able to renew its existing insurance coverage and fidelity bond as and when such coverage and fidelity bond expires
or to obtain similar coverage and fidelity bond from similar insurers as maybe necessary to continue its business at a cost that would not have a material adverse effect on the condition (financial or otherwise), business prospects,
earnings, business, properties, net assets or results of operations of the Fund (other than as a result of a change in the financial markets generally), whether or not arising from transactions in the ordinary course of business, except as
set forth in or contemplated in the Offering Memorandum (exclusive of any supplement thereto).
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18. |
The Fund possesses all licenses, certificates, permits and other authorizations issued by the appropriate federal, state or foreign regulatory authorities necessary to conduct its business, and the Fund has not received any notice of
proceedings relating to the revocation or modification of any such license, certificate, permit or authorization which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would have a material adverse
effect on the condition (financial or otherwise), business prospects, earnings, business or properties of the Fund (other than as a result of a change in the financial markets generally), whether or not arising from transactions in the
ordinary course of business, except as set forth in or contemplated in the Offering Memorandum.
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19. |
The Fund maintains and will maintain a system of internal accounting controls sufficient to provide reasonable assurances that (i) transactions are executed in accordance with management's general or specific authorization and with the
investment objectives, policies and restrictions of the Fund and the applicable requirements of the 1940 Act, the 1940 Act Rules and Regulations and the Code; (ii) transactions are recorded as necessary to permit preparation of financial
statements in conformity with accounting principles generally accepted in the United States, to calculate net asset value, to maintain accountability for assets and to maintain material compliance with the books and records requirements
under the 1940 Act and the 1940 Act Rules and Regulations; (iii) access to assets is permitted only in accordance with management's general or specific authorization; and (iv) the recorded accountability for assets is compared with existing
assets at reasonable intervals and appropriate action is taken with respect to any differences. The Fund employs "internal controls over financial reporting" (as such term is defined in Rule 30a-3 under the 1940 Act) and such internal
controls over financial reporting are effective as required the 1940 Act and the 1940 Act Rules and Regulations. The Fund is not aware of any material weakness in its internal controls over financial reporting.
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20. |
The Fund maintains "disclosure controls and procedures" (as such term is defined in Rule 30a-3 under the 1940 Act); such disclosure controls and procedures are effective as required under the 1940 Act and the 1940 Act Rules and
Regulations.
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21. |
The Fund has not taken, directly or indirectly, any action designed to or that would constitute or that might reasonably be expected to cause or result in a violation of federal securities laws or in stabilization or manipulation of the
price of any security of the Fund to facilitate the resale of the Series 2021 VMTP Shares, and the Fund is not aware of any such action taken or to be taken by any affiliates of the Fund.
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22. |
Each of the Custodian Agreement between the Fund and The Bank of New York Mellon dated as of January 19, 2021, as amended, the Management Agreement between the Fund and the Investment Adviser dated as of July 3, 2017, as amended (the "Management Agreement"), the Amended and Restated Redemption and Paying Agent Agreement between the Fund and The Bank of New York Mellon dated as of April 16, 2021 (as amended or modified from time to
time) and the Fund Agreements complies in all material respects with all applicable provisions of the 1940 Act, the 1940 Act Rules and Regulations, the Investment Advisers Act of 1940, as amended (the "Advisers Act") and the rules and
regulations thereunder (the "Advisers Act Rules and Regulations") and the Fund's directors and the Fund's shareholders have approved the Management Agreement and Sub-Advisory Agreement in accordance with Sections 15 (a) and (c),
respectively, of the 1940 Act.
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23. |
Except as set forth or incorporated by reference in the Offering Memorandum, no director of the Fund is an "interested person" (as defined in the 1940 Act) of the Fund.
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24. |
The conduct by the Fund of its business (as set forth or incorporated by reference in the Offering Memorandum) does not require it to be the owner, possessor or licensee of any patents, patent licenses, trademarks, service marks or trade
names which it does not own, possess or license.
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25. |
The Fund has filed all foreign, federal, state and local tax returns required to be filed or has properly requested extensions thereof (except in any case in which the failure so to file would not have a material adverse effect on the
condition (financial or otherwise), business prospects, earnings, business or properties of the Fund (other than as a result of a change in the financial markets generally), whether or not arising from transactions in the ordinary course of
business, except as set forth or incorporated by reference in or contemplated in the Offering Memorandum) and has paid all taxes required to be paid by it and any other assessment, fine or penalty levied against it, to the extent that any
of the foregoing is due and payable, except for any such assessment, fine or penalty that is currently being contested in good faith or as would not have a material adverse effect on the condition (financial or otherwise), business
prospects, earnings, business or properties of the Fund (other than as a result of a change in the financial markets generally), whether or not arising from transactions in the ordinary course of business, except as set forth or
incorporated by reference in or contemplated in the Offering Memorandum; and the Fund has been and is currently in compliance with the requirements of Subchapter M of the Code to qualify as a regulated investment company under the Code.
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26. |
There are no transfer taxes or other similar fees or charges under federal law or the laws of any state, or any political subdivision thereof, required to be paid in connection with the execution and delivery of this Agreement.
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27. |
There is and has been no failure on the part of the Fund and any of the Fund's directors or officers, in their capacities as such, to comply with any provision of the Sarbanes-Oxley Act of 2002 and the rules and regulations promulgated
in connection therewith.
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28. |
The Fund has adopted and implemented written policies and procedures reasonably designed to prevent violation of the Federal Securities Laws (as that term is defined in Rule 38a-1 under the 1940 Act) by the Fund, including policies and
procedures that provide oversight of compliance by each investment adviser and transfer agent of the Fund.
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29. |
The Offering of the Series 2021 VMTP Shares in the manner contemplated by the Offering Memorandum has been conducted in a manner by the Fund and its agents so as not to violate any applicable federal securities laws, including the 1940
Act and the 1940 Act Rules and Regulations, the Advisers Act and the Advisers Act Rules and Regulations, or any applicable state laws.
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THE FUND:
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Pioneer Municipal High Income Advantage Fund, Inc.
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By:
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/s/ Anthony J. Koenig, Jr. | |
Name: Anthony J. Koenig, Jr.
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Title: Treasurer
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THE SHAREHOLDER:
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Banc of America Preferred Funding Corporation
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By:
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/s/ Michael Jentis | |
Name: Michael Jentis
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Title: Managing Director
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