Item 23 - Pension Debt Refinancing Update and Underwriter Selection

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committing or causing any violations and any future violations of Section 17(a)(2) of the Securities Act of 1933, (ii) pay a $500,000 civil penalty, (iii) retain an independent consultant to review its policies and procedures on due diligence for municipal securities underwriting and (iv) comply with certain undertakings in connection with the retention of such consultant. Municipal Bond Underwriting False Claims Act Lawsuits. Since January 2016, the Corporation has been served, along with a number of other banks, with lawsuits brought by Roger Hayes and Talbot Heppenstall (the "Relators") in Illinois, California, New Jersey and New York under those state's respective False Claims Acts. In each case, the Relators allege that the defendants falsely represented to state and municipal officials that they would obtain the lowest yields/highest prices for new negotiated municipal bond offerings in order to secure underwriting engagements for those offerings. The Illinois lawsuit was dismissed by the trial court without prejudice in September 2017. The California lawsuit was dismissed by the trial court with prejudice in March 2019. The New Jersey lawsuit was dismissed by the trial court without prejudice in early May 2019. The Relators voluntarily discontinued the New York lawsuit in June 2019. To date, the Attorney Generals of each of the states have declined to join in the lawsuits. VRDO False Claims Act Lawsuits. Since November 2017, the Corporation has been served, along with a number of other banks, with lawsuits brought by Edelweiss Fund, LLC ("Edelweiss") in Illinois, California, Massachusetts and New York under those state's respective False Claims Acts. In February 2019, the Massachusetts state court permitted the substitution of Bjorn Johan Rosenberg for Edelweiss as the relator in the case. In each case, Edelweiss and Rosenberg purport to assert claims that the defendants engaged in a coordinated "robo-setting" scheme under which they allegedly set the rates for Variable Rate Demand Obligations ("VRDOs") mechanically in order to keep the rates artificially high and thereby reduce the chances of having to remarket the bonds. The Massachusetts lawsuit was dismissed by the trial court in July 2019. To date, the Attorney Generals of each of these states have declined to join in the lawsuits. VRDO Antitrust Actions. On February 20, 2019, the City of Philadelphia filed a putative antitrust class action complaint in the U.S. District Court for the Southern District of New York alleging that several of the Corporation's affiliates and affiliates of six other large banks, acting in their capacity as remarketing agents for VRDOs, conspired between 2008 and 2016 to artificially inflate interest rates on VRDOs to the detriment of their municipal issuer customers. The complaint asserts causes of action (i) under Section 1 of the Sherman Antitrust Act and Sections 4 and 16 of the Clayton Antitrust Act, (ii) for breach of contract, and (iii) for unjust enrichment. On March 25, 2019, the Mayor and City Council of Baltimore, Maryland filed a similar class action antitrust complaint in the U.S. District Court for the Southern District of New York against several Bank of America affiliates and affiliates of other banks. The trial judge has ordered the cases to be consolidated. Puerto Rico Lawsuits. On May 2, 2019, the Financial Oversight and Management Board for Puerto Rico ("FOMB"), as a representative of the Commonwealth and other debtor entities in the Puerto Rico bankruptcy, filed an adversary complaint in U.S. District Court for the District of Puerto Rico against Bank of America and numerous other financial institutions that served as underwriters on 17 bond issuances by the Commonwealth of Puerto Rico and its instrumentalities in the years leading up to the bankruptcy. The FOMB asserts claims against the underwriters for: (i) aiding and abetting breaches of fiduciary duty on the theory that the bonds deepened the Commonwealth's insolvency and violated Puerto Rico's constitutional debt limits, (ii) rescission of transfer under Puerto Rico and Federal Bankruptcy laws on the theory that the underwriters received fees in connection with the bonds without delivering any value to the Commonwealth because the bonds only increased the Commonwealth's insolvency, (iii) unjust enrichment based on the fees the underwriters received in connection with the bonds, and (iv) breach of the underwriting agreements by insufficiently disclosing in the offering documents the compensation the underwriters received and potential conflicts of interest. The complaint also alleges that certain underwriters entered into interest rate swap agreements with the Commonwealth and asserts claims �BofA SECURITIES IV- �1