|
787 Seventh Avenue New York, NY 10019-6099 Tel: 212 728 8000 Fax: 212 728 8111 |
March 14, 2022
VIA EDGAR
David L. Orlic
Division of Investment Management
Securities and Exchange Commission
100 F Street, NE
Washington, DC 20549
| Re: | BlackRock Municipal Income Trust |
(Securities Act File No. 333-259605, Investment Company Act File No. 811-10339) |
Response to Staff Comments |
Dear Mr. Orlic:
On behalf of BlackRock Municipal Income Trust (the “Fund”), this letter responds to comments provided by the staff of the Division of Investment Management (the “Staff”) of the Securities and Exchange Commission (the “Commission”) to the undersigned and Mr. Mohamed Elbarkatawy via telephone on October 19, 2021 and on February 28, 2022 regarding the registration statement on Form N-2 (the “Registration Statement”) for the Fund filed on September 17, 2021.
For the convenience of the Staff, the comments are set out below. We have discussed the Staff’s comments with representatives of the Fund. The Fund’s responses to the Staff’s comments are set out immediately under the restated comment. Please note that we have not independently verified information provided by the Fund. The Fund anticipates filing these changes in a Pre-Effective Amendment (the “Amendment”) to the Registration Statement. Unless otherwise indicated, defined terms used herein have the meanings set forth in the Registration Statement and page number references are those of the Registration Statement.
Disclosure Staff Comments
| Comment No. 1: | Prospectus—Base Prospectus Cover Page; Prospectus Supplement. Please revise the cover of the Prospectus and Prospectus Supplement to cross-reference the risk factors addressing leverage. | |
| Response: | The requested revision will be made in the Amendment. | |
BRUSSELS CHICAGO FRANKFURT HOUSTON LONDON LOS ANGELES MILAN
NEW YORK PALO ALTO PARIS ROME SAN FRANCISCO WASHINGTON
March 14, 2022
Page 2
| Comment No. 2: | Prospectus—Summary of Trust Expenses. Please confirm that a separate line item in the fee table for Acquired Fund Fees and Expenses is not required. | |
Response: | The Fund confirms that a separate line item for Acquired Fund Fees and Expenses in the fee table is not required. | |
Comment No. 3: | Prospectus—Summary of Trust Expenses. Please confirm whether the $2.50 sales fee and $0.15 per share fee discussed in footnote 2 are brokerage fees, as Form N-2 does not require a discussion of brokerage fees to be included here. If the $2.50 sales fee is not a brokerage fee, it should be reflected in the fee table. | |
Response: | The $2.50 fee identified in footnote 2 is a sales fee and the $0.15 per share fee identified in footnote 2 is a per share sold brokerage commission fee. While Form N-2 does not require inclusion of brokerage fees for Dividend Reinvestment and Cash Purchase Plan Fees, the Fund believes that disclosure of the $0.15 per share sold brokerage commission fee is informative to investors and notes that such disclosure is consistent with the disclosure regarding the dividend reinvestment plan in the Fund’s annual report to shareholders. While the Fund respectfully disagrees with the Staff’s position that Form N-2 requires inclusion of the $2.50 sales fee in the fee table, the $2.50 sales fee will be reflected in the fee table in the Amendment to address the Staff’s comment. | |
Comment No. 4: | Prospectus Supplement—Description of the Rights Offering—Over-Subscription Privilege. Please add disclosure in paragraph 3 that if the per-share NAV at the end of the subscription period is greater than the subscription price, the oversubscription shares issued will not result in the ratio of the rights offering exceeding one new share for each three rights held. | |
Response: | The requested disclosure will be added in the Amendment. | |
Comment No. 5: | Prospectus Supplement—Description of the Rights Offering—Payment for Shares. Please conform the language that discusses the rights reserved by the Fund if a holder of rights does not make payment of all amounts due to the disclosure comments that the Staff discussed with Willkie Farr & Gallagher in a separate filing. | |
Response: | The requested revisions will be made in the Amendment. | |
Comment No. 6: | Prospectus Supplement—Foreign Restrictions. Please revise the disclosure to indicate how foreign holders can participate in the offering, or advise how the disclosure is consistent with section 23(b)(1) to exclude them from the offering. | |
Response: | The Fund will replace the disclosure in the aforementioned section as follows: | |
Offering documents, including Subscription Certificates, will not be mailed to Record Date Shareholders whose addresses are | ||
- 2 -
March 14, 2022
Page 3
outside the United States (for these purposes, the United States includes the District of Columbia and the territories and possessions of the United States) or who have an APO or FPO address (the “Foreign Shareholders”) if such mailing cannot be made into the non-U.S. jurisdiction without additional registration and incurring other expense that the Board has determined is not in the best interest of the Trust and its shareholders. In such cases, unless determined to be not in the best interest of the Trust and its shareholders in accordance with the previous sentence, the Subscription Agent will send a letter via regular mail to Foreign Shareholders who own Common Shares directly (“Direct Foreign Shareholders”), as opposed to in “street name” with a broker or other financial intermediary, to notify them of the Rights offering. Direct Foreign Shareholders who wish to exercise their Rights should contact the Information Agent, as described above under “Information Agent,” to facilitate the exercise of such Rights and for instructions or any other special requirements that may apply in order for such Direct Foreign Shareholder to exercise its Rights. Direct Foreign Shareholders who wish to sell their Rights should contact the Subscription Agent and follow the procedures described above under “Sale of Rights.” Direct Foreign Shareholders are encouraged to contact the Trust or the Subscription Agent as far in advance of the Expiration Date as possible to ensure adequate time for their Rights to be exercised or sold. Foreign Shareholders who own Common Shares in “street name” through a broker or other financial intermediary should contact such broker or other financial intermediary with respect to any exercise or sale of Rights. | ||
The Fund respectfully submits that foreign shareholders are not excluded from participation in an offering of Rights. Any foreign shareholder may exercise or sell (in a transferable Rights offering) any Rights to which they are entitled. The Fund is simply not undertaking in the Registration Statement to register the offering of Rights in any non-U.S. jurisdiction. In the event a shareholder is unable to exercise their Rights due to local laws, the Fund has established a mechanism that seeks to allow shareholders located in foreign jurisdictions to realize the value of the Rights. These points will be disclosed to shareholders as set out above. | ||
| Comment No. 7: | Prospectus Supplement—Description of Rights Offering—Notice of Net Asset Value Decline. The undertakings do not reflect the description in this section. Please change the undertakings or revise this section. | |
| Response: | The above-referenced section will be deleted in the Amendment. | |
- 3 -
March 14, 2022
Page 4
| Comment No. 8: | Prospectus Supplement—Plan of Distribution—Distribution Arrangements. If the Dealer Manager and selling members may be engaging in stabilizing activities, please disclose this and discuss that this may have the effect of depressing or retarding the market price of the common stock. | |
Response: | The requested disclosure will be added in the Amendment in brackets. While not currently expected, to the extent any stabilizing activities are engaged in with respect to a particular rights offering, the disclosure will be finalized and included in a prospectus supplement. | |
Comment No. 9: | Statement of Additional Information—Control Persons and Principal Holders of Securities. Please bring down the date listed in the first paragraph to a date that is within 30 days of filing, per Item 19 of Form N-2. | |
Response: | The requested change will be made in the Amendment. | |
Comment No. 10: | Please provide the Staff with a form of the legal opinion required by Item 25(2)(l) of Form N-2 sufficiently in advance of requesting effectiveness. | |
Response: | The Fund provided a draft of the legal opinion to the Staff via email on February 15, 2022 and will file the final legal opinion with the Amendment. | |
Comment No. 11: | Form of Legal Opinion. With respect to romanettes (i), (ii) and (iv) in the second paragraph of the opinion, these 3 sub-clauses assume away the opinion as they apply to the Fund. See Staff Legal Bulletin No. 19. | |
Response: | Romanettes (i) and (ii) have been revised to carve out the Fund from the assumptions. Romanette (iv) has been removed from the form of legal opinion. | |
* * * * * * * * * *
Please do not hesitate to contact me at (212) 728-8609 if you have comments or if you require additional information regarding the Registration Statement.
Respectfully submitted,
/s/ Christine Y. Sun
Christine Y. Sun
| cc: | Janey Ahn, Esq., BlackRock Advisors, LLC |
Dean Caruvana, Esq., BlackRock Advisors, LLC
Elliot J. Gluck, Esq., Willkie Farr & Gallagher LLP
- 4 -