UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 5)*
BlackRock Municipal Income Fund, Inc.
(Name of Issuer)
Common Shares
(Title of Class of Securities)
09253X102
(CUSIP Number)
Daniel L. Lippincott, President and Chief Investment Officer
Karpus Management, Inc.
d/b/a Karpus Investment Management
183 Sully’s Trail
Pittsford, New York 14534
(585) 586-4680
Adam W. Finerman, Esq.
BakerHostetler
45 Rockfeller Plaza
New York, New York 10111
(212) 589-4233
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
May 3, 2024
(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 that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ☒
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.
__________
* 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 on 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).
CUSIP No. 09253X102 | 13D | Page 2 of 6 Pages |
| 1. | NAME OF REPORTING PERSON
Karpus Management Inc. d/b/a Karpus Investment Management
| |||
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
| (a) ☐ (b) ☐ | ||
| 3. | SEC USE ONLY
| |||
| 4. | SOURCE OF FUNDS
WC
| |||
| 5. | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
| ☐ | ||
| 6. | CITIZENSHIP OR PLACE OF ORGANIZATION
NEW YORK
|
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7. | SOLE VOTING POWER
13,456,609 Shares
| ||
| 8. | SHARED VOTING POWER
0 Shares
| |||
| 9. | SOLE DISPOSITIVE POWER
13,581,609 Shares
| |||
| 10. | SHARED DISPOSITIVE POWER
0 Shares
|
| 11. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
13,581,609 Shares
| |||
| 12. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
| ☐ | ||
| 13. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
18.87%
| |||
14. | TYPE OF REPORTING PERSON
IA
|
CUSIP No. 09253X102 | 13D | Page 3 of 6 Pages |
EXPLANATORY NOTE
This Amendment No. 5 (“Amendment”) amends and supplements the statement on Schedule 13D filed by Karpus Management, Inc., d/b/a Karpus Investment Management (“Karpus”), on November 7, 2023, as amended by Amendment No. 1 filed on January 8, 2024, by Amendment No. 2 filed on January 19, 2024, by Amendment No. 3 filed on February 28, 2024 and by Amendment No. 4 filed on March 6, 2024 (collectively, the “Original Schedule 13D” and, as amended by this Amendment, the “Schedule 13D”), relating to the shares of Common Stock of BlackRock Municipal Income Fund, Inc. (“Shares”), a Maryland corporation (the “Issuer”). Except as specifically provided herein, each Item of the Original Schedule 13D remains unchanged. Capitalized terms used but not otherwise defined herein have the meanings set forth in the Original Schedule 13D.
| Item 2. | Identity and Background. |
Item 2 is hereby amended and restated to read as follows:
| (a) | This statement is filed by: |
| i. | Karpus Management, Inc., d/b/a Karpus Investment Management (“Karpus”). Karpus is a registered investment adviser under Section 203 of the Investment Advisers Act of 1940.Karpus is controlled by City of London Investment Group plc (“CLIG”), which is listed on the London Stock Exchange. However, in accordance with SEC Release No. 34-39538 (January 12, 1998), effective informational barriers have been established between Karpus and CLIG such that voting and investment power over the subject securities is exercised by Karpus independently of CLIG, and, accordingly, attribution of beneficial ownership is not required between Karpus and CLIG. The shares to which this filing relates are owned directly by the Accounts managed by Karpus; |
Set forth on Schedule A annexed hereto (“Schedule A”) is the name and present principal business, occupation or employment and the name, principal business and address of any corporation or other organization in which such employment is conducted of the executive officers and directors of Karpus. To the knowledge Karpus, except as otherwise disclosed on Schedule A, none of the persons listed on Schedule A beneficially owns any securities of the Issuer or is a party to any contract, agreement or understanding required to be disclosed herein.
| (b) | The address of the principal office of Karpus is 183 Sully's Trail, Pittsford, New York 14534. |
| (c) | The principal business of Karpus is serving as a registered investment adviser that provides investment management for individuals, pension plans, profit sharing plans, corporations, endowments, trust, and others. |
| (d) | Neither Karpus, nor to the knowledge of Karpus, any person listed on Schedule A has, during the past five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). |
| (e) | Neither Karpus, nor to the knowledge of Karpus, any person listed on Schedule A has, during the last five years, been party to a civil proceeding or a judicial or administrative body of competent jurisdiction as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. |
| (f) | Karpus is organized under the laws of the State of New York. |
| Item 3. | Source and Amount of Funds or Other Consideration. |
Item 3 is hereby amended and restated to read as follows:
Karpus an independent registered investment advisor, has accumulated 13,581,609 Shares on behalf of accounts managed by Karpus (the “Accounts”) under limited powers of attorney, which represents 18.87% of the outstanding Shares. All funds that have been utilized in making such purchases for the Accounts (which are open market purchases unless otherwise noted) are from such Accounts.
The aggregate purchase price of the 13,581,609 Shares beneficially owned by Karpus is approximately $150,323,136, excluding brokerage commissions. The Shares purchased by Karpus with working capital (which may at any given time, include margin loans made by brokerage firms in the ordinary course of business) in open market purchases except as otherwise noted herein.
CUSIP No. 09253X102 | 13D | Page 4 of 6 Pages |
| Item 4. | Purpose of Transaction. |
Item 4 is hereby amended to add the following:
On May 3, 2024, the Issuer and BlackRock Advisors, LLC entered into the MUI Standstill Agreement with Karpus (the “Agreement”). Pursuant to the terms of the Agreement, Karpus has withdrawn its nomination of Daniel C. Robeson and Robert Vanderhoof to the Board of Directors (the “Board”) of the Issuer and the three shareholder proposals it had previously submitted. Karpus has also agreed to a three-year standstill period during which Karpus shall act as a passive investor and vote its shares on proposals submitted to the Issuer in accordance with the recommendations of the Board, subject to the terms and conditions of the Agreement.
Pursuant to the Agreement, the Issuer approved a tender offer to repurchase 50% of the Issuer’s outstanding common shares at a price per share equal to 98% of the Issuer’s net asset value per common share determined following the expiration of the tender offer (the “Tender Offer”). The Tender Offer is contingent on obtaining all approvals for the conversion of the Fund from an exchange-listed closed-end fund to an unlisted closed-end fund that conducts periodic repurchases of it shares pursuant to Rule 23c-3 under the Investment Company Act of 1940 (the “Conversion”) by December 31, 2024.
Additional terms and conditions applicable to the tender offers are set forth in the Agreement, which is incorporated by reference herein.
| Item 5. | Interest in Securities of the Issuer. |
Item 5 is amended and restated to read as follows:
| (a) | As of the close of business on May 3, 2024, Karpus beneficially owned an aggregate of 13,581,609 Shares held in Accounts, which represents approximately 18.87% of shares the 71,992,145 Shares reported as outstanding as of January 31, 2024 on the Form N-CSR filed by the Issuer for the annual period ended January 31, 2024. |
| (b) | 1. Sole power to vote or direct vote: 13,456,609 | |
| 2. Shared power to vote or direct vote: 0 | ||
| 3. Sole power to dispose or direct the disposition: 13,581,609 | ||
| 4. Shared power to dispose or direct the disposition: 0 |
| (c) | The transactions in the Shares by Karpus since the filing of Amendment No. 4 to the Original Schedule 13D are set forth on Schedule B and incorporated herein for reference. |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer. |
Item 6 is hereby amended to add the following:
On May 3, 2024, Karpus, the Issuer and BlackRock Advisors, LLC entered into the Agreement described in Item 4 above and attached as Exhibit 99.1 hereto. The description set forth in Item 4 is incorporated by reference herein.
| Item 7. | Material to be Filed as Exhibits. |
Item 7 is hereby amended to add the following exhibits:
| Exhibit No. | Description | |
| 99.1 | MUI Standstill Agreement, by and among Karpus, the Issuer and BlackRock Advisors, LLC, dated May 3, 2024. | |
CUSIP No. 09253X102 | 13D | Page 5 of 6 Pages |
SIGNATURE
After reasonable inquiry and to the best of his knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.
Dated: May 7, 2024
KARPUS MANAGEMENT, INC. | |||
| By: | /s/ Daniel L. Lippincott | ||
| Name: Daniel L. Lippincott | |||
| Title: President and Chief Investment Officer | |||
CUSIP No. 09253X102 | 13D | Page 6 of 6 Pages |
SCHEDULE A
Executive Officers & Directors of Karpus Management, Inc., d/b/a Karpus Investment Management
| Name | Position & Present Principal Occupation | Business Address | Shares Owned |
| Kathleen Finnerty Crane | Chief Financial Officer | 183 Sully’s Trail, Pittsford, New York 14534 | 75 Shares |
| Thomas Michael Duffy | Senior Vice President and Director of Operations | 183 Sully’s Trail, Pittsford, New York 14534 | 0 Shares |
| Daniel Lee Lippincott | President and Chief Investment Officer | 183 Sully’s Trail, Pittsford, New York 14534 | 7,000 Shares |
| Jodi Lee Hedberg | Chief Compliance Officer | 183 Sully’s Trail, Pittsford, New York 14534 | 0 Shares |
| Thomas Wayne Griffith | Director | 17 East Market Street, West Chester, Pennsylvania 19382 | 800 Shares |
| Carlos Manuel Yuste | Director | 17 East Market Street, West Chester, Pennsylvania 19382 | 0 Shares |
SCHEDULE B
Transactions in the Shares since the amended Schedule 13D filing on March 6, 2024
| Nature of the Transaction | Shares Purchased/(Sold) | Price Per Share($) | Date of Purchase / Sale |
KARPUS MANAGEMENT, INC., D/B/A/ KARPUS INVESTMENT MANAGEMENT
(THROUGH THE ACCOUNT
| Purchase of Common Stock | 57,062 | $11.94 | 3/6/2024 |
| Purchase of Common Stock | 10,907 | $11.99 | 3/7/2024 |
| Purchase of Common Stock | 2,113 | $12.01 | 3/8/2024 |
| Purchase of Common Stock | 25,000 | $12.05 | 3/11/2024 |
| Purchase of Common Stock | 25,000 | $12.04 | 3/12/2024 |
| Purchase of Common Stock | 1,500 | $12.06 | 3/13/2024 |
| Purchase of Common Stock | 65,900 | $11.95 | 3/14/2024 |
| Purchase of Common Stock | 17,598 | $11.94 | 3/15/2024 |
| Purchase of Common Stock | 2,500 | $11.98 | 3/19/2024 |
| Purchase of Common Stock | 8,700 | $11.90 | 3/26/2024 |
| Purchase of Common Stock | 29,000 | $11.93 | 3/28/2024 |
| Purchase of Common Stock | 500 | $11.88 | 4/1/2024 |
| Purchase of Common Stock | 22,657 | $11.78 | 4/2/2024 |
| Sale of Common Stock | (1,000) | $11.73 | 4/3/2024 |
| Purchase of Common Stock | 19,039 | $11.77 | 4/4/2024 |
| Purchase of Common Stock | 22,352 | $11.72 | 4/5/2024 |
| Purchase of Common Stock | 6,900 | $11.79 | 4/8/2024 |
| Purchase of Common Stock | 22,108 | $11.85 | 4/9/2024 |
| Purchase of Common Stock | 7,350 | $11.68 | 4/10/2024 |
| Sale of Common Stock | (3,400) | $11.71 | 4/11/2024 |
| Purchase of Common Stock | 12,300 | $11.68 | 4/12/2024 |
| Purchase of Common Stock | 21,500 | $11.54 | 4/15/2024 |
| Purchase of Common Stock | 20,500 | $11.54 | 4/16/2024 |
| Purchase of Common Stock | 28,235 | $11.59 | 4/17/2024 |
| Purchase of Common Stock | 25,634 | $11.60 | 4/18/2024 |
| Purchase of Common Stock | 1,600 | $11.61 | 4/19/2024 |
