Filing Details

SCHEDULE 13D

 

CUSIP No. 09254P702

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
			0
		9	SOLE DISPOSITIVE POWER
			0
		10	SHARED DISPOSITIVE POWER
			0
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	0
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)
	0%
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	HC

SCHEDULE 13D

CUSIP No. 09254P702

 

This Amendment No. 5 (this "Amendment") amends, as set forth below, amends, as set forth below, the statement on Schedule 13D, dated April 17, 2014 and filed with the SEC on April 28, 2014 (the "Original Schedule 13D"), as amended by Amendment No. 1 dated April 20, 2017 and filed with the SEC on April 24, 2017 ("Amendment No. 1"), as further amended by Amendment No. 2 dated February 12, 2020 and filed with the SEC on February 14, 2020 (“Amendment No. 2”), as further amended by Amendment No. 3 dated April 3, 2020 and filed with the SEC on April 7, 2020 ("Amendment No. 3"), as further amended by Amendment No. 4 dated January 1, 2022 and filed with the SEC on January 4, 2022 (“Amendment No. 4), for Bank of America Corporation ("BAC") and Banc of America Preferred Funding Corporation ("BAPFC") (collectively, the "Reporting Persons") with respect to the variable rate demand preferred shares ("VRDP Shares") of Muniholdings Investment Quality Fund (the "Issuer").

 

This Amendment is being filed as a result of the reorganization of the Issuer into BlackRock Municipal Income Fund, Inc. ("MUI") on April 11, 2022 (the "Reorganization") pursuant to which BAPFC exchanged its 2,746 VRDP Shares of the Issuer (CUSIP No. 09254P702) for an equal number of VRDP Shares of MUI (CUSIP No. 09262J201).

 

 

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 3 of the Original Schedule 13D is hereby amended by adding the following paragraph at the end thereof:

 

"In connection with the Reorganization of the Issuer into MUI, BAPFC exchanged its 2,746 VRDP Shares of the Issuer (CUSIP No. 09254P702) for an equal number of VRDP Shares of MUI (CUSIP No. 09262J201). As a result of the Reorganization, the Reporting Persons no longer own any VRDP Shares of the Issuer."

 

 

Item 4 of the Original Schedule 13D is hereby amended by adding the following paragraph at the end thereof:

 

"As a result of the Reorganization, the Reporting Persons no longer own any VRDP Shares of the Issuer."

 

 

Item 5 of the Original Schedule 13D is hereby amended and restated in its entirety as follows:

 

"(d) Not Applicable.

 

(e) On April 11, 2022, as a result of the Reorganization, the Reporting Persons ceased to be the beneficial owner of more than five percent of the class of securities."

 

 

Item 6 of the Original Schedule 13D is hereby amended and restated in its entirety as follows:

 

"The responses of the Reporting Persons in Item 3 and Item 4 hereof are incorporated herein by reference. All voting arrangements relating to the VRDP Shares have been terminated as a result of the redemption of the VRDP Shares."

 

 

Item 7 of the Original Schedule 13D is hereby amended by deleting Exhibit 99.1 and Exhibit 99.2 thereto and inserting the following exhibits in their place:

 

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:  April 13, 2022

 

	BANK OF AMERICA CORPORATION
	By:	/s/ Michael Jentis
	Name:	Michael Jentis
	Title:	Attorney-in-fact

LIST OF EXHIBITS

 

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.

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.

 

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 MLPF&S and BANA, have been involved in a number of civil proceedings and regulatory actions which concern matters arising in connection with the conduct of its business.  Certain of such proceedings have resulted in findings of violations of federal or state securities laws.  Such proceedings are reported and summarized in the MLPF&S Form BD as filed with the SEC, which descriptions are hereby incorporated by reference.

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