CUSIP
No. 95766Q106
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13D
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Page
2 of 10 Pages
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1.
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NAME
OF REPORTING PERSON
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)
☒
(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
WC
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5.
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CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
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☐
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6.
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CITIZENSHIP
OR PLACE OF ORGANIZATION
NEW YORK
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NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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7.
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SOLE
VOTING POWER
6,937,547
Shares
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8.
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SHARED
VOTING POWER
0
Shares
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9.
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SOLE
DISPOSITIVE POWER
7,829,047
Shares
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10.
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SHARED
DISPOSITIVE POWER
0
Shares
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11.
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AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,829,047
Shares
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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)
26.86%
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14.
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TYPE
OF REPORTING PERSON
IA
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CUSIP
No. 95766Q106
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13D
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Page
3 of 10 Pages
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1.
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NAME
OF REPORTING PERSON
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)
☐
(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
PF;
WC
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5.
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CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
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☐
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6.
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CITIZENSHIP
OR PLACE OF ORGANIZATION
USA
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NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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7.
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SOLE
VOTING POWER
103,125
Shares *
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8.
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SHARED
VOTING POWER
0
Shares
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9.
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SOLE
DISPOSITIVE POWER
103,125
Shares *
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10.
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SHARED
DISPOSITIVE POWER
0
Shares
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11.
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AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
103,125
Shares *
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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)
Less
than 1%
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14.
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TYPE
OF REPORTING PERSON
IN
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*
See Items 2 and 5.
CUSIP
No. 95766Q106
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13D
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Page
4 of 10 Pages
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1.
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NAME
OF REPORTING PERSON
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)
☒
(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
WC
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5.
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CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
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☐
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6.
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CITIZENSHIP
OR PLACE OF ORGANIZATION
NEW YORK
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NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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7.
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SOLE
VOTING POWER
0
Shares
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8.
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SHARED
VOTING POWER
86,000
Shares
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9.
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SOLE
DISPOSITIVE POWER
0
Shares
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10.
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SHARED
DISPOSITIVE POWER
86,000
Shares
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11.
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AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
86,000
Shares
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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)
Less
than 1%
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14.
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TYPE
OF REPORTING PERSON
OO
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CUSIP
No. 95766Q106
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13D
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Page
5 of 10 Pages
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The following constitutes Amendment No. 3 to the Schedule 13D filed
by the undersigned (“Amendment No. 3”). This Amendment No. 3 amends the Schedule 13D as specifically set forth herein.
Amendment No. 2 included incorrect information with regard to the transactions in the Shares of the Issuer and this Amendment No.
3 is being filed with corrected information.
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Item
2.
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Identity
and Background.
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Item
2 of the Schedule 13D is hereby amended and restated 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 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.
CUSIP
No. 95766Q106
|
13D
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Page
6 of 10 Pages
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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 7,829,047 Shares on behalf of accounts that are managed by Karpus
(the "Accounts") under limited powers of attorney, which represents 26.86% 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 7,829,047 Shares beneficially owned by Karpus is approximately $90,006,891, 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 103,125 Shares beneficially owned by Mr. Karpus and the Foundation is approximately $1,177,430,
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 86,000 Shares beneficially owned by Karpus is approximately $989,964, 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.
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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 29,152,820 Shares outstanding, which is the
total number of Shares outstanding as of May 31, 2020, as reported in the Issuer’s Certified Shareholder Report of Registered
Management Investment Companies on Form N-CSR, filed with the Securities and Exchange Commission on July 24, 2020.
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(a)
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As
of the close of business on October 2, 2020, Karpus beneficially owned the 7,829,047 Shares held in the Accounts.
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Percentage:
Approximately 26.86%
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(b)
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1. Sole power to vote or direct vote: 6,937,547
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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:
7,829,047
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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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CUSIP
No. 95766Q106
|
13D
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Page
7 of 10 Pages
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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 25,525 Shares. In addition, George W.
Karpus may be deemed to beneficially own the 77,600 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: 103,125
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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:
103,125
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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 86,000 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: 86,000
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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:
86,000
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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.
CUSIP
No. 95766Q106
|
13D
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Page
8 of 10 Pages
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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 99.2 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:
CUSIP
No. 95766Q106
|
13D
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Page
9 of 10 Pages
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SIGNATURES
After
reasonable inquiry and to the best of its knowledge and belief, each of the undersigned certifies that the information set forth
in this statement is true, complete and correct.
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KARPUS
MANAGEMENT, INC.
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Dated: October
7, 2020
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By:
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/s/ Jodi
Hedberg
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Name: Jodi Hedberg
Title: 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: Kathleen F. Crane
Title: Chief Financial Officer of Karpus
Investment Management
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CUSIP
No. 95766Q106
|
13D
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Page
10 of 10 Pages
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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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100 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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1,925 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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4,450 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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(350)
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$12.62
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8/3/2020
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Purchase of Common Stock
|
4,100
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$12.73
|
8/11/2020
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Sale of Common Stock
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(2,625)
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$12.80
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8/12/2020
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Sale of Common Stock
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(2,512)
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$13.06
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8/28/2020
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Sale of Common Stock
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(15,388)
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$12.77
|
9/1/2020
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Sale of Common Stock
|
(250)
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$12.86
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9/14/2020
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Sale of Common Stock
|
(1,495)
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$12.82
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9/15/2020
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Sale of Common Stock
|
(4,455)
|
$12.81
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9/16/2020
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Purchase of Common Stock
|
13,500
|
$12.78
|
9/17/2020
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Sale of Common Stock
|
(500)
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$12.61
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9/23/2020
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Sale of Common Stock
|
(675)
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$12.60
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9/24/2020
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Purchase of Common Stock
|
5,900
|
$12.23
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9/29/2020
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Purchase of Common Stock
|
2,300
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$12.19
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9/30/2020
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Sale of Common Stock
|
(41,800)
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$12.21
|
10/1/2020
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