Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
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SCHEDULE 13D
DATE OF EVENT WHICH REQUIRES FILING OF THIS STATEMENT
3/18/24
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
1,409,702
9. SOLE DISPOSITIVE POWER
0
_______________________________________________________
10. SHARED DISPOSITIVE POWER
1,409,702
11. AGGREGATE AMOUNT OWNED BY EACH REPORTING PERSON
1,409,702 (Footnote 1)
12. CHECK IF THE AGGREGATE AMOUNT EXCLUDES CERTAIN SHARES
[]
___________________________________________________________
13. PERCENT OF CLASS REPRESENTED BY ROW 11
3.60%
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
0
8. SHARED VOTING POWER
2,584,230
9. SOLE DISPOSITIVE POWER
0
_______________________________________________________
10. SHARED DISPOSITIVE POWER
2,584,230
11. AGGREGATE AMOUNT OWNED BY EACH REPORTING PERSON
2,584,230 (Footnote 1)
12. CHECK IF THE AGGREGATE AMOUNT EXCLUDES CERTAIN SHARES
[]
___________________________________________________________
13. PERCENT OF CLASS REPRESENTED BY ROW 11
6.60%
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
2,584,230
9. SOLE DISPOSITIVE POWER
0
_______________________________________________________
10. SHARED DISPOSITIVE POWER
2,584,230
11. AGGREGATE AMOUNT OWNED BY EACH REPORTING PERSON
2,584,230 (Footnote 1)
12. CHECK IF THE AGGREGATE AMOUNT EXCLUDES CERTAIN SHARES
[]
___________________________________________________________
13. PERCENT OF CLASS REPRESENTED BY ROW 11
6.60%
14. TYPE OF REPORTING PERSON
IN
___________________________________________________________
Item 1. SECURITY AND ISSUER
This Schedule 13D relates to the shares of Common Stock
of DWS Municipal Income Trust.
("KTF" or the "Issuer").
The principal executive offices of KTF are located at
875 Third Avenue
New York, NY 10022-6225
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.
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 2/2/24 there were 39,172,838 shares of
common stock outstanding as of 11/30/23. 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 18, 2024 Bulldog Investors, LLP is deemed to be the beneficial
owner of 1,409,702 shares of KTF (representing 3.60% of KTF'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 18, 2024, each of Messrs. Goldstein and Dakos is deemed to be
the beneficial owner of 2,584,230 shares of KTF (representing 6.60% of KTF's
outstanding shares) by virtue of their power to direct the vote of, and
dispose of, these 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 1,409,702
shares. Certain of Bulldog Investors, LLP's clients (none of whom
beneficially own more than 5% of KTF'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 1,174,528 shares.
c) During the past 60 days the following shares of KTF were bought.
Date Shares Price
3/8/2024 304 8.9900
3/4/2024 13,089 8.9500
2/27/2024 3,562 8.9100
2/27/2024 41,000 9.0000
2/26/2024 10,000 8.9615
2/26/2024 300,000 9.0333
2/26/2024 11,025 9.0436
2/22/2024 29,847 8.9983
2/16/2024 2,390 8.9798
2/8/2024 2,200 9.9850
2/7/2024 3,500 8.9699
2/5/2024 1,250 8.9550
1/23/2024 9,788 8.8376
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: 3/19/24
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 19th 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 DWS Municipal Income Trust
(KTF), 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 KTF;
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:
Special Opportunities Fund, Inc. 615 East Michigan Street, Milwaukee,
WI 53202
March 18, 2024
John Millette, Secretary
DWS Municipal Income Trust
DWS Investment Management Americas, Inc.
100 Summer Street, Suite 800
Boston, MA 02110
Dear Mr. Millette:
Special Opportunities Fund is the beneficial owner of shares of DWS
Municipal Income Trust with a value in excess of $25,000.00 which it has
held continuously for more than 12 months and that it plans to continue
to hold through the next meeting of shareholders.
We hereby submit the following proposal and supporting statement
pursuant to rule 14a-8 of the Securities Exchange Act of 1934 for inclusion
in management's proxy materials for the next meeting of stockholders for
which this proposal is timely submitted. We are available to discuss our
proposal with management at a mutually convenient time. Please contact me
at (914) 260-8248 or This email address is being protected from spambots. You need JavaScript enabled to view it. to arrange a call.
RESOLVED: The stockholders request that the board of trustees authorize a
self-tender offer for at least 50% of the Fund's common shares at or close
to their net asset value (NAV).
SUPPORTING STATEMENT
The Fund's long-term performance has been poor. For the ten-year period ending
November 30, 2023, the annualized market price return of the Fund's common
shares is 1.98% vs. 3.78% for Morningstar's Closed-End Municipal National Long
Funds category. Moreover, the discount of the share price to NAV is currently
almost 14%, the eighth widest discount out of seventy-two closed-end national
municipal bond funds. Consequently, we believe it is time to afford common
stockholders an opportunity to monetize their investment at a price that is
at or close to NAV. To that end, we propose that the board authorize a
self-tender offer for at least 50% of the Fund's common shares at or close
to NAV.
Very truly yours,
/S/ Phillip Goldstein
Phillip Goldstein
Chairman