SEC Form SC 13D/A filed by Eaton Vance Municipal Bond Fund (Amendment)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE
13D/A
Under the
Securities Exchange Act of 1934
(Amendment No. 3)*
Eaton Vance Municipal Bond Fund
(Name of Issuer)
Common Shares
(Title of Class of Securities)
27827X101
(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)
April 11, 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. 27827X101
13D
Page
2 of 11 Pages
| 1. | NAME OF REPORTING PERSON
Karpus Management Inc. d/b/a Karpus Investment Management
|
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| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☐ (b) ☐ | ||
| 3. | SEC USE ONLY
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| 4. | SOURCE OF FUNDS
WC
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| 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
14,354,008.268 Shares
| ||
| 8. | SHARED VOTING POWER
0 Shares
| |||
| 9. | SOLE DISPOSITIVE POWER
14,354,008.268 Shares
| |||
| 10. | SHARED DISPOSITIVE POWER
0 Shares
|
| 11. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
14,354,008.268 Shares
|
|||
| 12. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
☐ | ||
| 13. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
20.17%
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14. |
TYPE OF REPORTING PERSON
IA
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CUSIP
No. 27827X101
13D
Page
3 of 11 Pages
| 1. | NAME OF REPORTING PERSON
DANIEL AND KRISTINE LIPPINCOTT JTWROS
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| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) ☐ (b) ☐ | ||
| 3. | SEC USE ONLY
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| 4. | SOURCE OF FUNDS
|
|||
| 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
0 Shares
| ||
| 8. | SHARED VOTING POWER
5,000 Shares
| |||
| 9. | SOLE DISPOSITIVE POWER
0 Shares
| |||
| 10. | SHARED DISPOSITIVE POWER
5,000 Shares
|
| 11. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,000 Shares
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| 12. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
☐ | ||
| 13. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Less than 1%
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14. |
TYPE OF REPORTING PERSON
IN
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CUSIP
No. 27827X101
13D
Page
4 of 11 Pages
| 1. | NAME OF REPORTING PERSON
DR. DANIEL C. ROBESON
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| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) ☐ (b) ☐ | ||
| 3. | SEC USE ONLY
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|||
| 4. | SOURCE OF FUNDS
|
|||
| 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
0 Shares
| ||
| 8. | SHARED VOTING POWER
0 Shares
| |||
| 9. | SOLE DISPOSITIVE POWER
0 Shares
| |||
| 10. | SHARED DISPOSITIVE POWER
0 Shares
|
| 11. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0 Shares
|
|||
| 12. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
☐ | ||
| 13. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0%
|
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14. |
TYPE OF REPORTING PERSON
IN
|
CUSIP
No. 27827X101
13D
Page
5 of 11 Pages
| 1. | NAME OF REPORTING PERSON
ARTHUR CHARLES REGAN
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| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☐ (b) ☐ | ||
| 3. | SEC USE ONLY
|
|||
| 4. | SOURCE OF FUNDS
|
|||
| 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
0 Shares
| ||
| 8. | SHARED VOTING POWER
0 Shares
| |||
| 9. | SOLE DISPOSITIVE POWER
0 Shares
| |||
| 10. | SHARED DISPOSITIVE POWER
0 Shares
|
| 11. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0 Shares
|
|||
| 12. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
☐ | ||
| 13. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0%
|
|||
14. |
TYPE OF REPORTING PERSON
IN
|
CUSIP
No. 27827X101
13D
Page
6 of 11 Pages
| 1. | NAME OF REPORTING PERSON
ROBERT VANDERHOOF
|
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| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☐ (b) ☐ | ||
| 3. | SEC USE ONLY
|
|||
| 4. | SOURCE OF FUNDS
|
|||
| 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
0 Shares
| ||
| 8. | SHARED VOTING POWER
0 Shares
| |||
| 9. | SOLE DISPOSITIVE POWER
0 Shares
| |||
| 10. | SHARED DISPOSITIVE POWER
0 Shares
|
| 11. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0 Shares
|
|||
| 12. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
☐ | ||
| 13. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0%
|
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14. |
TYPE OF REPORTING PERSON
IN
|
CUSIP
No. 27827X10113D
Page
7 of 11 Pages
EXPLANATORY NOTE
This amendment No. 3 (“Amendment”) amends and supplements the statement on Schedule 13D filed by Karpus Management Inc., d/b/a Karpus Investment Management (“Karpus”), on January 19, 2024, as amended by Amendment No. 1 filed on March 6, 2024, and by Amendment No. 2 filed on March 7, 2024 ( the “Original Schedule 13D” and, as amended by this Amendment, the “Schedule 13D”), relating to the shares of Common Stock of Eaton Vance Municipal Bond Fund, (“Shares”), a Massachusetts 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 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. |
| ii. | Daniel and Kristine Lippincott JTWROS |
| iii. | Dr. Daniel C. Robeson |
| iv. | Arthur Charles Regan |
| v. | Robert Vanderhoof |
Each of the foregoing is referred to as a “Reporting Person” and collectively as the “Reporting Persons.” Each of the Reporting Persons is party to that certain Joint Filing and Solicitation Agreement as further described in Item 6. Accordingly, the Reporting Persons are hereby filing a joint Schedule 13D.
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 and Mr. and Mrs. Lippincott is 183 Sully's Trail, Pittsford, New York 14534. The address of the principal office of Dr. Robeson is 515 Loudonville Road, Loudonville, NY 12211. The address of the principal office of Mr. Regan is 505 Eighth Avenue, Suite 800, New York, New York 10018. The address of Mr. Vanderhoof is 47 Niagara St., Miller Place, New York 11764. |
| (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. Mr. and Mrs. Lippincott are the shareholders of record submitting the nomination and proposal further described in Item 4. The principal occupation of Dr. Robeson is business professor. The principal occupation of Mr. Regan is President and CEO of a proxy solicitation/stockholder services firm. The principal occupation of Mr. Vanderhoof is retired. |
| (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. Mr. and Mrs. Lippincott, Dr. Robeson, Mr. Regan, and Mr. Vanderhoof are citizens of the United States of America. |
| 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 14,354,008.268 Shares on behalf of accounts managed by Karpus (the “Accounts”) under limited powers of attorney. 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 14,354,008.268 Shares beneficially owned by Karpus is approximately $144,312,580.17, 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.
The aggregate purchase price of the 5,000 Shares held by Daniel and Kristine Lippincott JTWROS is approximately $50,578, excluding brokerage commissions.
Item
4. Purpose
of Transaction.
Item 4 is hereby amended and restated to read as follows:
On April 11, 2024, Karpus delivered a letter (the “Proposal Letter”) to the Secretary of the Issuer to (i) nominate three persons for election to the board of directors of the Issuer at the 2024 Annual Meeting of Shareholders, and (ii) present one additional proposal for consideration by the Issuer’s Shareholders.
The nominee’s submitted are Dr. Daniel C. Robeson, Arthur Charles Regan, and Robert Vanderhoof.
The proposal is as follows:
| 1. | BE IT RESOLVED, that the Investment Advisory Agreement between Eaton Vance Municipal Bond Fund (“EIM” or the “Fund”) and Eaton Vance Management (the “Adviser”) shall be terminated. |
CUSIP
No. 27827X10113D
Page
8 of 11 Pages
| Item 5. | Interest in Securities of the Issuer. |
Item 5 (A)-(C) are hereby amended and restated to read as follows:
The aggregate percentage of Shares reported owned by each Reporting Person is based upon 71,153,184 Shares outstanding, which is the total number of Shares outstanding as indicated on the Issuer’s Form N-CSR filed for the annual period ended September 30, 2023.
| A. | Karpus |
(a) As
of the close of business on April 11, 2024, Karpus beneficially owned an aggregate 14,354,008.268.
Shares Percentage: 20.17%
| (b) | 1. Sole power to vote or direct vote: 14,354,008.268 Shares | |
| 2. Shared power to vote or direct vote: 0 | ||
| 3. Sole power to dispose or direct the disposition: 14,354,008.268 Shares | ||
| 4. Shared power to dispose or direct the disposition: 0 |
(c) The
transactions in the Shares by Karpus since the filing of Amendment No. 2 to the Original
Schedule 13D are set forth on Schedule B and incorporated herein for reference.
| B. | Daniel and Kristine Lippincott JTWROS |
(a) As
of the close of business on April 11, 2024, Mr. and Mrs. Lippincott beneficially owned 5,000
Shares.
Percentage: Less than 1%
| (b) | 1. Sole power to vote or direct vote: 0 | |
| 2. Shared power to vote or direct vote: 5,000 Shares | ||
| 3. Sole power to dispose or direct the disposition: 0 | ||
| 4. Shared power to dispose or direct the disposition: 5,000 Shares |
(c) There
were no transactions in the Shares by Mr. and Mrs. Lippincott for the past 60 days.
| C. | Dr. Robeson, Mr. Regan, and Mr. Vanderhoof |
(a) As
of the close of business on April 11, 2024, Dr. Robeson, Mr. Regan, and Mr. Vanderhoof did
not own any Shares.
Percentage: 0%
| (b) | 1. Sole power to vote or direct vote: 0 | |
| 2. Shared power to vote or direct vote: 0 | ||
| 3. Sole power to dispose or direct the disposition: 0 | ||
| 4. Shared power to dispose or direct the disposition: 0 |
(c) Dr.
Robeson, Mr. Regan, and Mr. Vanderhoof have not entered into any transactions in the Shares
in the past 60 days.
The filing of this Schedule 13D shall not be construed as an admission that the Reporting Persons are, for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, the beneficial owners of any of the Shares reported herein. Each Reporting Person disclaims beneficial ownership of such Shares except to the extent of his or its pecuniary interest therein.
CUSIP
No. 27827X10113D
Page
9 of 11 Pages
| Item 6. | Contracts, Arrangements, Understandings or Relationships With respect to the Issuer. |
Item 6 is hereby amended to add the following:
On April 11, 2024, the Reporting Persons entered into a Joint Filing and Solicitation Agreement in which, among other things, (a) the Reporting Persons agreed to the joint filing on behalf of each of them of statements on Schedule 13D with respect to the securities of the Issuer and (b) the Reporting Persons agreed to solicit proxies or written consents for the election of the Nominees at the Annual Meeting. The Joint Filing and Solicitation Agreement is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
| Item 7. | Material to be Filed as Exhibits. |
Item 7 is hereby amended and restated to read as follows:
99.1 Joint Filing and Solicitation Agreement.
CUSIP
No. 27827X10113D
Page
10 of 11 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: April 15, 2024
KARPUS
MANAGEMENT, INC.
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By:
|
/s/ Daniel L. Lippincott | ||
| Name: Daniel L. Lippincott | |||
| Title: President and Chief Investment Officer | |||
DANIEL
AND KRISTINE LIPPINCOTT JTWROS
|
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By:
|
/s/ Daniel L. Lippincott | ||
| Name: Daniel L. Lippincott | |||
| By: | /s/ Daniel L. Lippincott | ||
| Name: Daniel L. Lippincott, as Attorney-in-Fact for Kristine Lippincott | |||
DR.
DANIEL C. ROBESON
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By:
|
/s/ Dr. Daniel C. Robeson | ||
| Name: Dr. Daniel C. Robeson | |||
ARTHUR
CHARLES REGAN
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By:
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/s/ Arthur Charles Regan | ||
| Name: Arthur Charles Regan | |||
ROBERT
VANDERHOOF
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By:
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/s/ Robert Vanderhoof | ||
| Name: Robert Vanderhoof | |||
CUSIP No. 27827X101 |
13D | Page 11 of 11 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 | 17,000 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 | 5,000 Shares |
| Brett David Gardner | Senior Vice President | 183 Sully’s Trail, Pittsford, New York 14534 | 8,950 Shares |
| Jodi Lee Hedberg | Chief Compliance Officer | 183 Sully’s Trail, Pittsford, New York 14534 | 0 Shares |
| Thomas Wayne Griffin | 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 13D filing on March 7, 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 ACCOUNTS)
| Purchase of Common Stock | 650 | $10.43 | 3/8/2024 |
| Purchase of Common Stock | 6,800 | $10.36 | 3/12/2024 |
| Purchase of Common Stock | 9,500 | $10.37 | 3/13/2024 |
| Purchase of Common Stock | 11,400 | $10.31 | 3/14/2024 |
| Purchase of Common Stock | 100 | $10.27 | 3/15/2024 |
| Sale of Common Stock | (200) | $10.37 | 3/19/2024 |
| Purchase of Common Stock | 5,000 | $10.33 | 3/22/2024 |
| Purchase of Common Stock | 2,500 | $10.33 | 3/25/2024 |
| Purchase of Common Stock | 38,768 | $10.27 | 3/28/2024 |
| Purchase of Common Stock | 3,650 | $10.16 | 4/1/2024 |
| Purchase of Common Stock | 9,839 | $10.09 | 4/2/2024 |
| Sale of Common Stock | (19,155) | $10.08 | 4/3/2024 |
| Purchase of Common Stock | 28,413 | $10.10 | 4/4/2024 |
| Purchase of Common Stock | 6,270 | $10.05 | 4/5/2024 |