Form SC 13D/A - General statement of acquisition of beneficial ownership: [Amend]
March 04 2024 - 11:07AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
PIONEER MUNICIPAL HIGH INCOME ADVANTAGE FUND, INC.
(Name of Issuer)
VARIABLE RATE MUNIFUND TERM PREFERRED SHARES
(Title of Class of Securities)
723762407
(CUSIP Number)
Bank of America Corporation
Bank of America Corporate Center
100 North Tryon Street
Charlotte, North Carolina 28255
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
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February 29, 2024
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(Date of Event Which Requires Filing of this Statement)
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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. 723762407
1
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NAMES OF REPORTING PERSONS
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Bank of America Corporation
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)
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☐
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(b)
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☒
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS (SEE INSTRUCTIONS)
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WC
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
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☒
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Delaware
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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7
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SOLE VOTING POWER
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0
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8
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SHARED VOTING POWER
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500
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9
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SOLE DISPOSITIVE POWER
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0
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10
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SHARED DISPOSITIVE POWER
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500
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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500
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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☐
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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100%
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14
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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HC
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SCHEDULE 13D
CUSIP No. 723762407
1
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NAMES OF REPORTING PERSONS
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Banc of America Preferred Funding Corporation
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)
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☐
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(b)
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☒
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS (SEE INSTRUCTIONS)
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WC
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
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☐
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Delaware
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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7
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SOLE VOTING POWER
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0
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8
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SHARED VOTING POWER
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500
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9
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SOLE DISPOSITIVE POWER
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0
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10
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SHARED DISPOSITIVE POWER
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500
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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500
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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☐
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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100%
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14
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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CO
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Item 1 |
Security and Issuer
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This Amendment No. 2 (this "Amendment") amends, as set forth below, the statement on Schedule 13D, dated May 30, 2023 and filed with the SEC on June 7, 2023
(the “Original Schedule 13D”) as amended by Amendment No. 1 dated January 24, 2024 and filed with the SEC on January 26, 2024 ("Amendment No. 2), for Bank of America Corporation ("BAC") and Banc of America Preferred Funding Corporation ("BAPFC") (collectively, the "Reporting Persons") with
respect to the Variable Rate MuniFund Term Preferred Shares ("VMTP Shares") of Pioneer Municipal High Income Advantage Fund, Inc. (the “Issuer”
or the “Company”).
This Amendment is being filed in relation to the redemption by the Issuer of 900 VMTP Shares (CUSIP 723762407) on February 29, 2024.
Item 2 |
Identity and Background
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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 7 |
Material to be Filed as Exhibits
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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
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Description of Exhibit
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99.1
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Joint Filing Agreement
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99.2
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Limited Power of Attorney”
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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: March 1, 2024
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BANK OF AMERICA CORPORATION
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By: |
/s/ Michael Jentis |
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BANC OF AMERICA PREFERRED FUNDING CORPORATION |
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By: |
/s/ Michael Jentis |
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Title: Authorized Signatory
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LIST OF EXHIBITS
Exhibit
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Description of Exhibit
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Joint Filing Agreement
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Limited Power of Attorney
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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
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Position with Bank of
America Corporation
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Principal Occupation
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Brian T. Moynihan
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Chairman of the Board, Chief Executive Officer and Director
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Chairman of the Board and Chief Executive Officer of Bank of America Corporation
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Paul M. Donofrio
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Vice Chair
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Vice Chair of Bank of America Corporation
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Thong M. Nguyen
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Vice Chair, Head of Global Strategy & Enterprise Platforms
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Vice Chair, Head of Global Strategy & Enterprise Platforms of Bank of America Corporation
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Catherine P. Bessant
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Vice Chair, Global Strategy
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Vice Chair, Global Strategy of Bank of America Corporation
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Bruce R. Thompson
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Vice Chair, Head of Enterprise Credit
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Vice Chair, Head of Enterprise Credit of Bank of America Corporation
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Dean C. Athanasia
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President, Regional Banking
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President, Regional Banking of Bank of America Corporation
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James P. DeMare
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President, Global Markets
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President, Global Markets of Bank of America Corporation
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Kathleen A. Knox
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President, The Private Bank
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President, The Private Bank of Bank of America Corporation
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Matthew M. Koder
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President, Global Corporate and Investment Banking
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President, Global Corporate and Investment Banking of Bank of America Corporation
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Bernard A. Mensah
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President, International; CEO, Merrill Lynch International
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President, International of Bank of America Corporation and CEO, Merrill Lynch International
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Lindsay DeNardo Hans
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President, Co-Head Merrill Wealth Management
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President, Co-Head Merrill Wealth Management of Bank of America Corporation
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Eric Schimpf
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President, Co-Head Merrill Wealth Management
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President, Co-Head Merrill Wealth Management of Bank of America Corporation
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Aditya Bhasin
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Chief Technology and Information Officer
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Chief Technology and Information Officer of Bank of America Corporation
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D. Steve Boland
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Chief Administrative Officer
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Chief Administrative Officer of Bank of America Corporation
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Alastair Borthwick
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Chief Financial Officer
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Chief Financial Officer of Bank of America Corporation
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Sheri Bronstein
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Chief Human Resources Officer
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Chief Human Resources Officer of Bank of America Corporation
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Geoffrey Greener
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Chief Risk Officer
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Chief Risk Officer of Bank of America Corporation
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Thomas M. Scrivener
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Chief Operations Executive
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Chief Operations Executive of Bank of America Corporation
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Lauren A. Mogensen
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Global General Counsel
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Global General Counsel of Bank of America Corporation
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Lionel L. Nowell, III
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Lead Independent Director
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Lead Independent Director, Bank of America Corporation; Former Senior Vice President and Treasurer, PepsiCo, Inc.
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Sharon L. Allen
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Director
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Former Chairman of Deloitte LLP
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Jose E. Almeida
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Director
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Chairman, President and Chief Executive Officer of Baxter International Inc.
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Pierre J.P. de Weck1
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Director
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Former Chairman and Global Head of Private Wealth Management, Deutsche Bank AG
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Arnold W. Donald
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Director
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Former President and Chief Executive Officer, Carnival Corporation & Carnival plc
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Linda P. Hudson
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Director
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Former Executive Officer, The Cardea Group, LLC and Former President and Chief Executive Officer of BAE Systems, Inc.
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Monica C. Lozano
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Director
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Chief Executive Officer, College Futures Foundation and Former Chairman, US Hispanic Media Inc.; Lead Independent Director, Target Corporation
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Denise L. Ramos
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Director
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Former Chief Executive Officer and President of ITT Inc.
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Clayton S. Rose
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Director
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President of Bowdoin College
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Michael D. White
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Director
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Lead Director of Kimberly-Clark Corporation; Former Chairman, President, and Chief Executive Officer of DIRECTV
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Thomas D. Woods2
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Director
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Former Vice Chairman and Senior Executive Vice President of Canadian Imperial Bank of Commerce; Former Chairman, Hydro One Limited
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Maria T. Zuber
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Director
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Vice President for Research and E.A., Griswold Professor of Geophysics, MIT
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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
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Position with Banc of
America Preferred
Funding Corporation
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Principal Occupation
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John J. Lawlor
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Director and President
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Managing Director, Municipal Markets and Public Sector Banking Executive of BofA Securities, Inc. and Bank of America, National Association
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Edward H. Curland
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Director and Managing Director
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Managing Director, Municipal Markets Executive for Trading of BofA Securities, Inc. and Bank of America, National Association
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James Duffy
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Managing Director
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Director; MBAM BFO, The CFO Group
of Bank of America, National Association
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Michael I. Jentis
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Managing Director
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Managing Director, Head of Sales – Public Finance of BofA Securities, Inc. and Bank of America, National Association
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Mona Payton
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Managing Director
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Managing Director, Municipal Markets Executive for Short-Term Trading of BofA Securities, Inc. and Bank of America, National Association
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Edward J. Sisk
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Director and Managing Director
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Managing Director, Public Finance Executive of BofA Securities, Inc. and Bank of America, National Association
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John B. Sprung
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Director
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Corporate Director
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David A. Stephens
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Director and Managing Director
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Managing Director, Executive for Public Finance and Public Sector Credit Products of BofA Securities, Inc. and Bank of America, National Association
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SCHEDULE II
LITIGATION SCHEDULE
Bank of America Corporation and certain of its affiliates, including BofA Securities, Inc. ("BofA Securities," successor in interest to Merrill Lynch, Pierce, Fenner & Smith Incorporated) and Bank of America, N.A.,
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 Form BD as filed with the SEC, which descriptions are hereby incorporated by reference.
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: March 1, 2024
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BANK OF AMERICA CORPORATION |
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By:
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/s/ Michael Jentis
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Name:
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Michael Jentis |
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Title: |
Attorney-in-fact |
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BANC OF AMERICA PREFERRED FUNDING CORPORATION |
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By: |
/s/ Michael Jentis |
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Name: |
Michael Jentis |
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Title: |
Authorized Signatory |
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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.
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BANK OF AMERICA CORPORATION
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By:
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/s/ Ellen A. Perrin
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Ellen A. Perrin
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Associate General Counsel and Senior Vice President
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