SC 13D/A 1 brhc10023038_sc13d.htm SC 13D

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
SCHEDULE 13D
 
Under the Securities Exchange Act of 1934
 
(Amendment No. 5)*
 
NUVEEN MARYLAND QUALITY MUNICIPAL INCOME FUND
(Name of Issuer)
 
PREFERRED SHARES
(Title of Class of Securities)
 
67061Q859
(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)
 
April 12, 2021

(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. 67061Q859

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. 67061Q859

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
 
 
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)
 
 
CO
 
 
 
 


Item 1
Security and Issuer
 
This Amendment No. 5 (this "Amendment") amends, as set forth below, the statement on Schedule 13D, dated May 20, 2014 and filed with the SEC on May 28, 2014 (the "Original Schedule 13D"), as amended by Amendment No. 1 dated May 20, 2014 and filed with the SEC on May 29, 2014 ("Amendment No. 1"), as further amended by Amendment No. 2 dated July 1, 2016 and filed with the SEC on July 7, 2016 ("Amendment No. 2"), as further amended by Amendment No. 3 dated December 4, 2018 and filed with the SEC on December 6, 2018 ("Amendment No. 3"), and as further amended by Amendment No. 4 dated December 13, 2018 and filed with the SEC on December 17, 2018 ("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 adjustable rate munifund term preferred shares ("AMTP Shares") of Nuveen Maryland Quality Municipal Income Fund (the "Issuer").
 
This Amendment is being filed as a result of the reorganization of the Issuer into Nuveen Quality Municipal Income Fund ("NAD") on April 12, 2021 (the "Reorganization") pursuant to which BAPFC exchanged its 1,820 AMTP Shares, Series 2028, of the Issuer (CUSIP No. 67061Q859) for an equal number of AMTP Shares, Series 2028-2, of NAD (CUSIP No. 67066V762).
 
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 3
Source and Amount of Funds or Other Consideration
 
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 NAD, BAPFC exchanged its 1,820 AMTP Shares, Series 2028, of the Issuer (CUSIP No. 67061Q859) for an equal number of AMTP Shares, Series 2028-2, of NAD (CUSIP No. 67066V762). As a result of the Reorganization, the Reporting Persons no longer own any AMTP Shares of the Issuer."
 
Item 4
Purpose of Transaction
 
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 AMTP Shares of the Issuer."
 
Item 5
Interest in Securities 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 12, 2021, 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
Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer
 
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 AMTP Shares have been terminated as a result of the redemption of the AMTP Shares."
 
Item 7
Material to be Filed as Exhibits
 
Item 7 of the Original Schedule 13D is hereby amended by deleting Exhibit 99.1 and Exhibit 99.2 thereto and inserting the following exhibits in their place:
 
"Exhibit
Description of Exhibit
   
99.1
Joint Filing Agreement
   
99.2
Limited Power of Attorney"


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 14, 2021



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
   
Limited Power of Attorney


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, Chief Executive Officer, President and Director
 
Chairman of the Board, Chief Executive Officer, and President of Bank of America Corporation
         
Dean C. Athanasia
 
President,  Retail and Preferred & Small Business Banking
 
President, Retail and Preferred & Small Business Banking of Bank of America Corporation
         
Catherine P. Bessant
 
Chief Operations and Technology Officer
 
Chief Operations and Technology Officer of Bank of America Corporation
         
Sheri Bronstein
 
Chief Human Resources Officer
 
Chief Human Resources Officer of Bank of America Corporation
         
Paul M. Donofrio
 
Chief Financial Officer
 
Chief Financial Officer of Bank of America Corporation
         
Geoffrey Greener
 
Chief Risk Officer
 
Chief Risk Officer of Bank of America Corporation
         
Kathleen A. Knox
 
President, Private Bank
 
President, Private Bank of Bank of America Corporation
         
David Leitch
 
Global General Counsel
 
Global General Counsel of Bank of America Corporation
         
Thomas K. Montag
 
Chief Operating Officer
 
Chief Operating Officer of Bank of America Corporation
         
Thong M. Nguyen
 
Vice Chairman
 
Vice Chairman of Bank of America Corporation
         
Andrew M. Sieg
 
President, Merrill Lynch Wealth Management
 
President, Merrill Lynch Wealth Management
         
Andrea B. Smith
 
Chief Administrative Officer
 
Chief Administrative Officer of Bank of America Corporation
         
Sharon L. Allen
 
Director
 
Former Chairman of Deloitte LLP
         
Susan S. Bies
 
Director
 
Former Member, Board of Governors of the Federal Reserve System
         
Jack O. Bovender, Jr.
 
Lead Independent Director
 
Former Chairman and Chief Executive Officer of HCA Inc.


Frank P. Bramble, Sr.
 
Director
 
Former Executive Vice Chairman, MBNA Corporation
         
Pierre de Weck1
 
Director
 
Former Chairman and Global Head of Private Wealth Management, Deutsche Bank AG
         
Arnold W. Donald
 
Director
 
President and Chief Executive Officer, Carnival Corporation & 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.
         
Thomas J. May
 
Director
 
Former Chairman, President, and Chief Executive Officer of Eversource Energy
         
Lionel L. Nowell, III
 
Director
 
Former Senior Vice President and Treasurer,  PepsiCo Inc.
         
Denise L. Ramos
 
Director
 
Former Chief Executive Officer and President of ITT 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 Merrill Lynch, Pierce, Fenner & Smith Incorporated and Bank of America, National Association
         
Edward H. Curland
 
Director and Managing Director
 
Managing Director, Municipal Markets Executive for Trading of Merrill Lynch, Pierce, Fenner & Smith Incorporated and Bank of America, National Association
         
James Duffy
 
Director
 
Director; MBAM BFO, The CFO Group
of  Bank of America, National Association
         
Peter Liu
 
Managing Director
 
Director; Global Markets Risk, Senior Manager Global Risk of Bank of America, National Association
         
Michael I. Jentis
 
Managing Director
 
Managing Director, Head of Sales – Public Finance of Merrill Lynch, Pierce, Fenner & Smith Incorporated and Bank of America, National Association
         
Mona Payton
 
Managing Director
 
Managing Director, Municipal Markets Executive for Short-Term Trading of Merrill Lynch, Pierce, Fenner & Smith Incorporated and Bank of America, National Association
         
Edward J. Sisk
 
Director and Managing Director
 
Managing Director, Public Finance Executive of Merrill Lynch, Pierce, Fenner & Smith Incorporated and Bank of America, National Association
         
John B. Sprung
 
Director
 
Corporate Director
         
David A. Stephens
 
Director and Managing Director
 
Managing Director, Executive for Public Finance and Public Sector Credit Products of Merrill Lynch, Pierce, Fenner & Smith Incorporated and Bank of America, National Association


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 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.