SC 13D
1
third.txt
SCHEDULE 13D
DATE OF EVENT WHICH REQUIRES FILING OF THIS STATEMENT
3/4/24
1. NAME OF REPORTING PERSON
Bulldog Investors, LLP
2. CHECK THE BOX IF 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) AND 2(e) []
6. CITIZENSHIP OR PLACE OF ORGANIZATION
DE
___________________________________________________________
7. SOLE VOTING POWER
0
8. SHARED VOTING POWER
1,015,921
9. SOLE DISPOSITIVE POWER
0
_______________________________________________________
10. SHARED DISPOSITIVE POWER
1,015,921
11. AGGREGATE AMOUNT OWNED BY EACH REPORTING PERSON
1,015,921 (Footnote 1)
12. CHECK IF THE AGGREGATE AMOUNT EXCLUDES CERTAIN SHARES
[]
___________________________________________________________
13. PERCENT OF CLASS REPRESENTED BY ROW 11
4.89%
14. TYPE OF REPORTING PERSON
IA
___________________________________________________________
1. NAME OF REPORTING PERSON
Phillip Goldstein
2. CHECK THE BOX IF 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) AND 2(e) []
6. CITIZENSHIP OR PLACE OF ORGANIZATION
USA
___________________________________________________________
7. SOLE VOTING POWER
51,310
8. SHARED VOTING POWER
1,638,125
9. SOLE DISPOSITIVE POWER
51,310
_______________________________________________________
10. SHARED DISPOSITIVE POWER
1,638,125
11. AGGREGATE AMOUNT OWNED BY EACH REPORTING PERSON
1,689,435 (Footnote 1)
12. CHECK IF THE AGGREGATE AMOUNT EXCLUDES CERTAIN SHARES
[]
___________________________________________________________
13. PERCENT OF CLASS REPRESENTED BY ROW 11
8.14%
14. TYPE OF REPORTING PERSON
IN
___________________________________________________________
1. NAME OF REPORTING PERSON
Andrew Dakos
2. CHECK THE BOX IF 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) AND 2(e) []
6. CITIZENSHIP OR PLACE OF ORGANIZATION
USA
___________________________________________________________
7. SOLE VOTING POWER
0
8. SHARED VOTING POWER
1,638,125
9. SOLE DISPOSITIVE POWER
0
_______________________________________________________
10. SHARED DISPOSITIVE POWER
1,638,125
11. AGGREGATE AMOUNT OWNED BY EACH REPORTING PERSON
1,638,125 (Footnote 1)
12. CHECK IF THE AGGREGATE AMOUNT EXCLUDES CERTAIN SHARES
[]
___________________________________________________________
13. PERCENT OF CLASS REPRESENTED BY ROW 11
7.89%
14. TYPE OF REPORTING PERSON
IN
___________________________________________________________
Item 1. SECURITY AND ISSUER
This Schedule 13D relates to the shares of Common Stock
of BNY Mellon Municipal Income Inc.
("DMF" or the "Issuer").
The principal executive offices of DMF are located at
C/O BNY Mellon Investment Adviser, Inc.
240 Greenwich Street, New York, NY 10286
Item 2. IDENTITY AND BACKGROUND
(a) This statement is filed on behalf of Bulldog Investors,LLP (a Delaware
Limited Liability Partnership), Phillip Goldstein, and Andrew Dakos.
(b) The business address of the reporting persons is Park 80 West-Plaza Two,
250 Pehle Ave., Suite 708, Saddle Brook, NJ 07663.
(c) Bulldog Investors,LLP is a registered investment adviser.
Messrs. Goldstein and Dakos are partners of Bulldog
Investors,LLP.
(d) n/a
(e) n/a
(f) Each of Messrs. Goldstein and Dakos is a citizen of the United States.
ITEM 3. SOURCE AND AMOUNT OF FUNDS AND OTHER CONSIDERATIONS
Shares of the Issuer have been accumulated on behalf of clients of
Bulldog Investors,LLP and on behalf of a registered closed-end investment
company for which Messrs. Goldstein and Dakos have investment and voting
authority. Certain other shares of the issuer have been acquired on behalf
of certain Reporting Persons.
ITEM 4. PURPOSE OF TRANSACTION
Letter to the Secretary. See exhibit B.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a) As per the N-CSR filed on 11/27/23 there were 20,757,267 shares of
common stock outstanding as of 9/30/23. The percentages set forth
herein were derived using such number. Phillip Goldstein and Andrew Dakos
own Bulldog Investors, LLP, a registered investment advisor.
As of March 4, 2024 Bulldog Investors, LLP is deemed to be the beneficial
owner of 1,015,921 shares of DMF (representing 4.89% of DMF's outstanding
shares) solely by virtue of Bulldog Investors LLP's power to direct the
vote of,and dispose of, these shares.
As of March 4, 2024, each of Messrs. Goldstein and Dakos is deemed to be
the beneficial owner of 1,638,125 shares of DMF(representing 7.89% of DMFs
outstanding shares) by virtue of their power to direct the vote of, and
dispose of, these shares and Mr. Goldstein beneficially owns an
additional 51,310 shares.
(b)Bulldog Investors,LLP has sole power to dispose of and vote 0 shares.
Bulldog Investors, LLP has shared power to dispose of and vote 1,015,921
shares. Certain of Bulldog Investors, LLP's clients (none of whom
beneficially own more than 5% of DMF's shares) share this power with
Bulldog Investors, LLP. Messrs. Goldstein and Dakos are partners of Bulldog
Investors, LLP. Messrs. Goldstein and Dakos have shared power to dispose
of and vote an additional 622,204 shares, and Mr. Goldstein has sole power
to dispose of and vote an additional 51,310 shares.
c) During the past 60 days the following shares of DMF were traded.
Date Shares Price
3/4/2024 5,000 6.6300
3/1/2024 11,513 6.6300
2/8/2024 6,700 6.6200
2/6/2024 (3,011) 6.6200
1/16/2024 18,849 6.5800
1/11/2024 8,357 6.5800
d) Clients of Bulldog Investors, LLP, a closed-end investment company for
which Messrs. Goldstein and Dakos have investment authority, and Mr.
Goldstein are entitled to receive any dividends or sales proceeds.
e) N/A
ITEM 6. CONTRACTS,ARRANGEMENTS,UNDERSTANDINGS OR RELATIONSHIPS
WITH RESPECT TO SECURITIES OF THE ISSUER.
N/A
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
Exhibit A & B
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.
Dated: 3/5/24
By: /S/ Phillip Goldstein
Name: Phillip Goldstein
By: /S/ Andrew Dakos
Name: Andrew Dakos
Bulldog Investors, LLP
By: /s/ Andrew Dakos
Andrew Dakos, Partner
Footnote 1: The reporting persons disclaim beneficial ownership except
to the extent of any pecuniary interest therein.
Exhibit A:
Agreement to Make Joint Filing
Agreement made as of the 5th day of March, 2024, by and among
Bulldog Investors, LLP, Phillip Goldstein and Andrew Dakos.
WHEREAS, Rule 13d-1(k)(1) under the Securities Exchange Act of 1934 provides
that whenever two or more persons are required to file a statement containing
the information required by Schedule 13D with respect to the same securities,
only one such statement need be filed, so long as, among other things, such
filing includes as an exhibit an agreement among such persons that such a
statement is filed on behalf of each of them;
WHEREAS, in connection with certain holdings of BNY Mellon Municipal Income
Inc. (DMF), each of the parties to this Agreement is required to file a
statement containing the information required by Schedule 13D with respect
to the same holdings of DMF;
NOW THEREFORE, the parties hereby agree that one statement containing the
information required by Schedule 13D shall be filed on behalf of each party
hereto.
IN WITNESS WHEREOF, this Agreement has been duly executed by the parties
hereto as of the day and year first written above.
By:/s/ Phillip Goldstein By:/s/ Andrew Dakos
Phillip Goldstein Andrew Dakos
BULLDOG INVESTORS, LLP
By:/s/ Andrew Dakos
Andrew Dakos, Partner
Exhibit B:
Bulldog Investors, LLP, 250 Pehle Avenue, 7th Floor, Saddle Brook, NJ 07663
March 4, 2024
James Bitetto, Secretary
BNY Mellon Municipal Income Fund, Inc.
c/o BNY Mellon Investment Adviser, Inc. Legal Department
240 Greenwich Street
18th Floor
New York, New York 10286
Dear Mr. Bitetto:
Please advise the Board of Directors of BNY Mellon Municipal Income Fund (the
"Fund") that Bulldog Investors, LLP, a stockholder that beneficially owns
approximately 8% of the outstanding common shares of the Fund, intends to
nominate two candidates for election as directors and to present one proposal
for a stockholder vote at the Fund's annual meeting for 2024. We also intend
to solicit proxies to vote for our nominees and vote for our proposal.
Our proposed nominees are Andrew Dakos and Phillip Goldstein.
Our proposal is a recommendation that the Board consider measures to allow
stockholders to monetize their shares at a price at or close to net asset
value.
We would be pleased to discuss these matters with a representative of the Fund
with the goal of avoiding a proxy contest. Please let me know if that can be
arranged by emailing me at [email protected] or by telephoning
me at (914) 260-8248. Thank you.
Very truly yours,
/S/Phillip Goldstein
Phillip Goldstein
Managing Partner
