0001140361-24-042515.txt : 20241001 0001140361-24-042515.hdr.sgml : 20241001 20241001184500 ACCESSION NUMBER: 0001140361-24-042515 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20241001 DATE AS OF CHANGE: 20241001 GROUP MEMBERS: BANC OF AMERICA PREFERRED FUNDING CORP SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: BLACKROCK MUNICIPAL INCOME FUND, INC. CENTRAL INDEX KEY: 0001232860 ORGANIZATION NAME: IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-84460 FILM NUMBER: 241344790 BUSINESS ADDRESS: STREET 1: 100 BELLEVUE PARKWAY CITY: WILMINGTON STATE: DE ZIP: 19809 BUSINESS PHONE: 800-441-7762 MAIL ADDRESS: STREET 1: 100 BELLEVUE PARKWAY CITY: WILMINGTON STATE: DE ZIP: 19809 FORMER COMPANY: FORMER CONFORMED NAME: BLACKROCK MUNI INTERMEDIATE DURATION FUND, INC. DATE OF NAME CHANGE: 20120921 FORMER COMPANY: FORMER CONFORMED NAME: BLACKROCK MUNI INTERMEDIATE DURATION FUND INC DATE OF NAME CHANGE: 20061026 FORMER COMPANY: FORMER CONFORMED NAME: MUNI INTERMEDIATE DURATION FUND INC DATE OF NAME CHANGE: 20030514 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: BANK OF AMERICA CORP /DE/ CENTRAL INDEX KEY: 0000070858 STANDARD INDUSTRIAL CLASSIFICATION: NATIONAL COMMERCIAL BANKS [6021] ORGANIZATION NAME: 02 Finance IRS NUMBER: 560906609 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: BANK OF AMERICA CORPORATE CENTER STREET 2: 100 N TRYON ST CITY: CHARLOTTE STATE: NC ZIP: 28255 BUSINESS PHONE: 7043868486 MAIL ADDRESS: STREET 1: BANK OF AMERICA CORPORATE CENTER STREET 2: 100 N TRYON ST CITY: CHARLOTTE STATE: NC ZIP: 28255 FORMER COMPANY: FORMER CONFORMED NAME: BANKAMERICA CORP/DE/ DATE OF NAME CHANGE: 19981022 FORMER COMPANY: FORMER CONFORMED NAME: NATIONSBANK CORP DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: NCNB CORP DATE OF NAME CHANGE: 19920107 SC 13D/A 1 ef20036538_sc13da.htm SC 13D/A
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
SCHEDULE 13D
 
Under the Securities Exchange Act of 1934

(Amendment No. 03)*

BLACKROCK MUNICIPAL INCOME FUND, INC.
(Name of issuer)
 
VARIABLE RATE DEMAND PREFERRED SHARES
(Title of Class of Securities)
 
09262J201
(CUSIP Number)
 
Bank of America Corporation
Bank of America Corporate Center 100 N. Tryon Street
Charlotte, North Carolina 28255
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
 
September 27, 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 which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-l(e), 13d-l(f) or 13d-l(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. 09262J201
  
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. 09262J201
  
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. 3 (this "Amendment") amends, as set forth below, the statement on Schedule 13D, dated April 7, 2022 and filed with the SEC on April 8, 2022 (as amended to the date hereof, the "Original Schedule 13D"), of 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 BlackRock Municipal Income Fund, Inc. (the "Issuer").

This Amendment is being filed to report a change in the Reporting Person’s ownership percentage of the Issuer as a result of the redemption of 1,854 VRDP (CUSIP No. 09262J201) Shares on September 27, 2024, as described in the Notice of Intention to Redeem Securities, N-23C-2, filed by BlackRock Municipal Income Fund, Inc. with the SEC on August 28, 2024.

The Reporting Persons are currently analyzing their additional trading activity in securities of the Issuer and expect to file another Schedule 13D amendment as promptly as reasonably practicable once that analysis is complete.

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:
"The 1,854 VRDP (CUSIP No. 09262J201) Shares held by BAPFC were redeemed (the “Transaction”) for a redemption price of the liquidation preference and accumulated but unpaid dividends and as a result of the redemption, the Reporting Persons no longer own any.”

Item 4
Purpose of the 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 Transaction, the Reporting Persons no longer own any VMTP (CUSIP No. 09262J201) Shares of the Issuer."

Item 5.
Interest in Securities of the Issuer

Paragraphs (a), (b) and (c) of Item 5 of the Original Schedule 13D are hereby amended and restated in their entirety by incorporating by reference the cover pages of this Amendment.

Paragraph (d) and (e) of Item 5 of the Original Schedule 13D is hereby amended by adding the following paragraph at the end thereof:
“(d) Not applicable
(e) On September 27, 2024, as a result of the Transaction, the Reporting Persons ceased to be the beneficial owner of more than five percent of the class of securities."

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 the insertion of the following exhibits:

"Exhibit
Description of Exhibit
   
Joint Filing Agreement
   
Power of Attorney

SIGNATURE

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: October 1, 2024.
  
   
 
BANK OF AMERICA CORPORATION
 
By:
/s/ Andres Ortiz
   
Name: Andres Ortiz
   
Title: Authorized Signatory
     
 
BANC OF AMERICA PREFERRED FUNDING
CORPORATION
     
 
By:
 /s/ Andres Ortiz
   
Name: Andres Ortiz
   
Title: Authorized Signatory

Page 1 of 3
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 and Director
Chairman of the Board and Chief Executive Officer of Bank of America Corporation
     
Paul M. Donofrio
Vice Chair
Vice Chair of Bank of America Corporation
     
Thong M. Nguyen
Vice Chair, Head of Global Strategy & Enterprise Platforms
Vice Chair, Head of Global Strategy & Enterprise Platforms of Bank of America Corporation
     
Catherine P. Bessant
Vice Chair, Global Strategy
Vice Chair, Global Strategy of Bank of America Corporation
     
Bruce R. Thompson
Vice Chair, Head of Enterprise Credit
Vice Chair, Head of Enterprise Credit of Bank of America Corporation
     
Dean C. Athanasia
President, Regional Banking
President, Regional Banking of Bank of America Corporation
     
James P. DeMare
President, Global Markets
President, Global Markets of Bank of America Corporation
     
Kathleen A. Knox
President, The Private Bank
President, The Private Bank of Bank of America Corporation
     
Matthew M. Koder
President, Global Corporate and Investment Banking
President, Global Corporate and Investment Banking of Bank of America Corporation
     
Bernard A. Mensah
President, International; CEO, Merrill Lynch International
President, International of Bank of America Corporation and CEO, Merrill Lynch International
     
Lindsay DeNardo Hans
President, Co-Head Merrill Wealth Management
President, Co-Head Merrill Wealth Management of Bank of America Corporation
     
Eric Schimpf
President, Co-Head Merrill Wealth Management
President, Co-Head Merrill Wealth Management of Bank of America Corporation
     
Aditya Bhasin
Chief Technology and Information Officer
Chief Technology and Information Officer of Bank of America Corporation
     
D. Steve Boland
Chief Administrative Officer
Chief Administrative Officer of Bank of America Corporation

Page 2 of 3
Alastair Borthwick
Chief Financial Officer
Chief Financial Officer of Bank of America Corporation
     
Sheri Bronstein
Chief Human Resources Officer
Chief Human Resources Officer of Bank of America Corporation
     
Geoffrey Greener
Chief Risk Officer
Chief Risk Officer of Bank of America Corporation
     
Thomas M. Scrivener
Chief Operations Executive
Chief Operations Executive of Bank of America Corporation
     
Lauren A. Mogensen
Global General Counsel
Global General Counsel of Bank of America Corporation
     
Lionel L. Nowell, III
Lead Independent Director
Lead Independent Director, Bank of America Corporation; Former Senior Vice President and Treasurer, PepsiCo, Inc.
     
Sharon L. Allen
Director
Former Chairman, Deloitte LLP
     
Jose E. Almeida
Director
Chairman, President and Chief Executive Officer of Baxter International Inc.
     
Pierre J.P. de Weck1
Director
Former Chairman and Global Head of Private Wealth Management, Deutsche Bank AG
     
Arnold W. Donald
Director
Former 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
Lead Independent Director, Target Corporation; Former Chief Executive Officer, Former College Futures Foundation and Former Chairman, US Hispanic Media Inc.
     
Denise L. Ramos
Director
Former Chief Executive Officer and President of ITT Inc.
     
Clayton S. Rose
Director
Baker Foundation Professor of Management Practice at Harvard Business School
     
Michael D. White
Director
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
     
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.

Page 3 of 3
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 BofA Securities, Inc. and Bank of America, National Association
     
James Duffy
Managing Director
Director; MBAM BFO, The CFO Group
of Bank of America, National Association
     
Michael I. Jentis
Managing Director
Managing Director, Head of Sales – Public Finance of BofA Securities, Inc. and Bank of America, National Association
     
Mona Payton
Managing Director
Managing Director, Municipal Markets Executive for Short-Term Trading of BofA Securities, Inc. and Bank of America, National Association
     
Edward J. Sisk
Director and Managing Director
Managing Director, Public Finance Executive of BofA Securities, Inc. 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 BofA Securities, Inc. and Bank of America, National Association

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.


 EX-99.1 2 ef20036538_ex99-1.htm EXHIBIT 99.1
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: October 1, 2024
  
   
BANK OF AMERICA CORPORATION
  
By: /s/ Andres Ortiz
  
Name: Andres Ortiz
  
Title: Authorized Signatory
  

BANC OF AMERICA PREFERRED FUNDING CORPORATION
  
 By: /s/ Andres Ortiz
  
Name: Andres Ortiz
  
Title: Authorized Signatory
  


EX-99.2 3 ef20036538_ex99-2.htm EXHIBIT 99.2
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 each of Marie Andre, Szabina Biro, Andres Ortiz Custodio, Kamil Dziedzic, Valerie Ezeagbo, Kelvin Kwok, Frank Lui, James Todd, Ben Tsoi, Michelle Wong, and Monica Yako 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 their execution of those agreements, forms and documents related specifically to Section 13 and Section 16 of the Securities Exchange Act of 1934, and other large shareholder and short position regulatory reporting requirements in other jurisdictions.

Any documents executed by an 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 Marie Andre, Szabina Biro, Andres Ortiz Custodio, Kamil Dziedzic, Valerie Ezeagbo, Kelvin Kwok, Frank Lui, James Todd, Ben Tsoi, Michelle Wong, and Monica Yako upon the earlier of the date period of 12 months from the date hereof or the attorney-in- fact's resignation or termination from or transfer out of the Global Markets Non- Financial Regulatory Reporting Department; however, any such resignation, termination or transfer shall have no impact on any documents or instruments executed by any attorney-in-fact named above for the Corporation prior to such resignation, termination or transfer.

This Limited Power of Attorney shall revoke the Limited Power of Attorney executed by the Corporation on May 11, 2023; however, such revocation shall have no impact on any actions taken pursuant to that Power of Attorney.

IN WITNESS WHEREOF, this Power of Attorney has been executed and delivered by the Corporation to the Attorney-in-Fact on this 7th day of May, 2024.

 
BANK OF AMERICA CORPORATION
     
 
By:
/s/ Ellen A. Perrin
   
Ellen A. Perrin
   
Associate General Counsel, Senior Vice President
   
and Assistant Secretary