(Amendment No. 1)
Adam W. Finerman, Esq.
1 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).
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1
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NAME OF REPORTING PERSON
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Karpus Investment Management
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) ☒
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(b) ☐
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS
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WC
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
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☐
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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NEW YORK
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NUMBER OF
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7
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SOLE VOTING POWER
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SHARES
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BENEFICIALLY
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2,084,876
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OWNED BY
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8
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SHARED VOTING POWER
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EACH
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REPORTING
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0
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PERSON WITH
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9
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SOLE DISPOSITIVE POWER
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2,179,876
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10
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SHARED DISPOSITIVE POWER
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0
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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2,179,876
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
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☐
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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26.16%
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14
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TYPE OF REPORTING PERSON
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IA
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1
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NAME OF REPORTING PERSON
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George W. Karpus
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) ☐
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(b) ☐
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS
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PF; WC
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
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☐
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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USA
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NUMBER OF
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7
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SOLE VOTING POWER
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SHARES
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BENEFICIALLY
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60,057 *
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OWNED BY
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8
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SHARED VOTING POWER
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EACH
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REPORTING
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0
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PERSON WITH
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9
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SOLE DISPOSITIVE POWER
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60,057 *
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10
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SHARED DISPOSITIVE POWER
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0
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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60,057 *
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
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☐
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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Less than 1%
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14
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TYPE OF REPORTING PERSON
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IN
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* See Item 2 and Item 5.
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1
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NAME OF REPORTING PERSON
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Karpus Investment Management Profit Sharing Plan Fund B –
Conservative Bond Fund
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) ☒
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(b) ☐
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS
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WC
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
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☐
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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NEW YORK
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NUMBER OF
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7
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SOLE VOTING POWER
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SHARES
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BENEFICIALLY
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0
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OWNED BY
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8
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SHARED VOTING POWER
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EACH
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REPORTING
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27,500
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PERSON WITH
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9
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SOLE DISPOSITIVE POWER
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0
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10
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SHARED DISPOSITIVE POWER
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27,500
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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27,500
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
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☐
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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Less than 1%
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14
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TYPE OF REPORTING PERSON
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OO
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The following constitutes
Amendment No. 1 to the Schedule 13D filed by the undersigned (“Amendment No. 1”). This Amendment No. 1 amends the Schedule
13D as specifically set forth herein.
Item 2.
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Identity and Background.
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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 Amendment No. 1 relates are owned directly by the accounts managed by Karpus;
(ii) George
W. Karpus. Mr. Karpus owns Shares individually and may be deemed the beneficial owner of Shares held by The Karpus Family Foundation
(the "Foundation"); and
(iii) Karpus
Investment Management Profit Sharing Plan Fund B-Conservative Bond Fund (“Karpus Fund”)
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 Agreement, as further described in Item 6, except for Mr. Karpus, who will cease to be a
Reporting Persons immediately following the filing of this Amendment No. 1 to the Schedule 13D. 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 best of the Reporting Persons' knowledge, except as otherwise set 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 each of Karpus, Karpus Fund and Mr. Karpus is 183 Sully's Trail, Pittsford, New York 14534.
(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, trusts, and others. The principal occupation of Karpus Fund is investing in securities.
The principal occupation of George W. Karpus is serving as a consultant.
(d) No Reporting Person
nor any person listed on Schedule A has, during the last five years, been convicted in a criminal proceeding (excluding
traffic violations or similar misdemeanors).
(e) No Reporting Person
nor any person listed on Schedule A has, during the last five years, been party to a civil proceeding of a judicial or administrative
body of competent jurisdiction and 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 and the Karpus
Fund are organized under the laws of the State of New York. Messrs. Karpus, Regan and Robeson are citizens of the United States
of America.
Item 3.
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Source and Amount of Funds or Other Consideration.
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Item 3 is hereby amended
and restated to read as follows:
Karpus, an independent
registered investment advisor, has accumulated 2,179,876 Shares on behalf of accounts that are managed by Karpus (the "Accounts")
under limited powers of attorney, which represents 26.16% of the outstanding Shares. 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 2,179,876 Shares beneficially owned by Karpus is approximately $28,961,807, excluding brokerage commissions. The Shares
purchased by Karpus were purchased 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.
The aggregate purchase
price of the 60,057 Shares beneficially owned by Mr. Karpus and the Foundation is approximately $791,972, excluding brokerage commissions.
The shares purchased by Mr. Karpus and the Foundation were purchased with personal funds and 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.
The aggregate purchase
price of the 27,500 Shares beneficially owned by Karpus is approximately $382,197, excluding brokerage commissions. The Shares
purchased by Karpus Fund were purchased 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.
Item 5.
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Interest in Securities of the Issuer.
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Items 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 8,332,790 Shares outstanding, which is the total number of Shares
outstanding as of July 10, 2020, as reported in the Issuer’s Definitive Proxy Statement on Form DEF 14A, filed with the Securities
and Exchange Commission on August 4, 2020.
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(a)
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As of the close of business on October 2, 2020, Karpus beneficially owned the 2,179,876 Shares held in the Accounts.
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Percentage: Approximately 26.16%
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(b)
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1. Sole power to vote or direct vote: 2,084,876
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2. Shared power to vote or direct vote: 0
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3. Sole power to dispose or direct the disposition: 2,179,876
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4. Shared power to dispose or direct the disposition: 0
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(c)
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The transactions in the Shares by Karpus during the past sixty (60) days are set forth in Schedule B and incorporated herein by reference.
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(a)
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As of the close of business on October 2, 2020, George W. Karpus directly beneficially owned 13,125 Shares. In addition, George W. Karpus may be deemed to beneficially own the 46,932 Shares held by the Foundation.
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Percentage: Less than 1%
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(b)
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1. Sole power to vote or direct vote: 60,057
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2. Shared power to vote or direct vote: 0
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3. Sole power to dispose or direct the disposition: 60,057
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4. Shared power to dispose or direct the disposition: 0
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(c)
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Neither Mr. Karpus nor the Foundation has not entered into any transactions in the Shares during the past sixty (60) days.
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(a)
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As of October 2, 2020, Karpus Fund beneficially owned 27,500 Shares.
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Percentage: Less than 1%
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(b)
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1. Sole power to vote or direct vote: 0
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2. Shared power to vote or direct vote: 27,500
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3. Sole power to dispose or direct the disposition: 0
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4. Shared power to dispose or direct the disposition: 27,500
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(c)
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Karpus Fund did not have any transactions in the Shares during the past sixty (60) days.
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The filing of this Schedule
13D shall not be deemed 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 securities of the Issuer that he or it does not directly own. Each of the Reporting
Persons specifically disclaims beneficial ownership of the securities reported herein that he or it does not directly own.
Item 6.
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Contracts, Arrangements,
Understandings or Relationships With respect to the Issuer.
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Item 6 is hereby amended to add the following:
On October 6, 2020, the
Reporting Persons who will remain Reporting Persons after the Filing of this Amendment No. 1 to the Schedule 13D entered into a
Joint Filing Agreement, pursuant to which the Reporting Persons who will remain Reporting Persons agreed to the joint filing on
behalf of each of them of statements on Schedule 13D with respect to the securities of Issuer. The Joint Filing Agreement is attached
hereto as Exhibit 99.1 and is incorporated herein by reference.
Item 7.
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Material to be Filed as Exhibits.
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Item 7 is hereby amended to add the following
exhibit:
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99.1
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Joint Filing Agreement by and between Karpus Management, Inc. and Karpus Investment Management Profit Sharing Plan Fund B – Conservative Bond Fund, dated October 6, 2020.
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SIGNATURES
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: October 6, 2020
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KARPUS MANAGEMENT, INC.
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By:
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/s/ Jodi Hedberg
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Name:
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Jodi Hedberg
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Title:
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Chief Compliance Officer
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/s/ George W. Karpus
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GEORGE W. KARPUS
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KARPUS INVESTMENT MANAGEMENT PROFIT SHARING PLAN FUND
B – CONSERVATIVE BOND FUND
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By:
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/s/ Kathleen F. Crane
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Name:
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Kathleen F. Crane
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Title:
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Chief Financial Officer
of Karpus Investment Management
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SCHEDULE A
Executive Officers & Directors
of Karpus Management, Inc., d/b/a Karpus Investment Management
Name
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Position & Present Principal Occupation
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Business Address
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Shares Owned
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Kathleen Finnerty Crane
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Chief Financial Officer
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183 Sully’s Trail, Pittsford, New York 14534
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50 Shares
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Dana R. Consler
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Executive Vice President
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183 Sully’s Trail, Pittsford, New York 14534
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0 Shares
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Thomas M. Duffy
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Vice President
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183 Sully’s Trail, Pittsford, New York 14534
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0 Shares
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Sharon L. Thornton
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Executive Vice-President
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183 Sully’s Trail, Pittsford, New York 14534
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0 Shares
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Daniel L. Lippincott, CFA
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Sr. Tax-Sensitive Manager and Director of Investment Personnel
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183 Sully’s Trail, Pittsford, New York 14534
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0 Shares
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David D'Ambrosio
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Senior Vice President
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183 Sully's Trail, Pittsford, New York 14534
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1,075 Shares
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Marijoyce Ryan
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Vice President of Fiduciary Services
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183 Sully's Trail, Pittsford, New York 14534
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2,150 Shares
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SCHEDULE B
Transactions in the Shares during
the past sixty (60) days
Nature of the Transaction
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Securities
Purchased/(Sold)
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Price Per
Share($)
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Date of
Purchase / Sale
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KARPUS MANAGEMENT, INC., D/B/A/ KARPUS
INVESTMENT MANAGEMENT
(THROUGH THE ACCOUNTS)
Sale of Common Stock
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(1,150)
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$12.96
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08/12/2020
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Sale of Common Stock
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(200)
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$13.30
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08/26/2020
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Sale of Common Stock
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(599)
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$13.70
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09/02/2020
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Sale of Common Stock
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(2,418)
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$13.71
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09/03/2020
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Sale of Common Stock
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(125)
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$13.62
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09/14/2020
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Sale of Common Stock
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(712)
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$13.61
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09/15/2020
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Sale of Common Stock
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(4,495)
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$13.58
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09/16/2020
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Sale of Common Stock
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(233)
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$13.24
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09/23/2020
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Sale of Common Stock
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(542)
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$13.23
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09/24/2020
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Sale of Common Stock
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(25)
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$13.57
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10/01/2020
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Sale of Common Stock
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(300)
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$13.70
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10/02/2020
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