1
|
NAME OF REPORTING PERSON
Karpus Management, Inc., d/b/a Karpus Investment Management
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) x
(b) o
|
|
3
|
SEC USE ONLY
|
||
4
|
SOURCE OF FUNDS
AF
|
||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 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
2,871,159
|
|
8
|
SHARED VOTING POWER
- 0 -
|
||
9
|
SOLE DISPOSITIVE POWER
2,871,159
|
||
10
|
SHARED DISPOSITIVE POWER
- 0 -
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,871,159
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
14.2%
|
||
14
|
TYPE OF REPORTING PERSON
IA
|
1
|
NAME OF REPORTING PERSON
Karpus Investment Management Profit Sharing Plan Fund C – Growth Common Stock Fund
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) x
(b) o
|
|
3
|
SEC USE ONLY
|
||
4
|
SOURCE OF FUNDS
WC
|
||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 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 -
|
|
8
|
SHARED VOTING POWER
18,100
|
||
9
|
SOLE DISPOSITIVE POWER
- 0 -
|
||
10
|
SHARED DISPOSITIVE POWER
18,100
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
18,100
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Less than 1%
|
||
14
|
TYPE OF REPORTING PERSON
OO
|
1
|
NAME OF REPORTING PERSON
George W. Karpus
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) x
(b) o
|
|
3
|
SEC USE ONLY
|
||
4
|
SOURCE OF FUNDS
AF
|
||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
|
¨
|
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
USA
|
||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
12,273*
|
|
8
|
SHARED VOTING POWER
28,305*
|
||
9
|
SOLE DISPOSITIVE POWER
12,273*
|
||
10
|
SHARED DISPOSITIVE POWER
28,305*
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
40,578*
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Less than 1%
|
||
14
|
TYPE OF REPORTING PERSON
IN
|
1
|
NAME OF REPORTING PERSON
Glen T. Insley
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) x
(b) o
|
|
3
|
SEC USE ONLY
|
||
4
|
SOURCE OF FUNDS
|
||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
|
¨
|
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
USA
|
||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
- 0 -
|
|
8
|
SHARED VOTING POWER
- 0 -
|
||
9
|
SOLE DISPOSITIVE POWER
- 0 -
|
||
10
|
SHARED DISPOSITIVE POWER
- 0 -
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
- 0 -
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0%
|
||
14
|
TYPE OF REPORTING PERSON
IN
|
1
|
NAME OF REPORTING PERSON
Arthur Charles Regan
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) x
(b) o
|
|
3
|
SEC USE ONLY
|
||
4
|
SOURCE OF FUNDS
|
||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
|
¨
|
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
USA
|
||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
- 0 -
|
|
8
|
SHARED VOTING POWER
- 0 -
|
||
9
|
SOLE DISPOSITIVE POWER
- 0 -
|
||
10
|
SHARED DISPOSITIVE POWER
- 0 -
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
- 0 -
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0%
|
||
14
|
TYPE OF REPORTING PERSON
IN
|
Item 2.
|
Identity and Background.
|
|
(a)
|
This statement is filed by:
|
|
(i)
|
Karpus Management, Inc., d/b/a Karpus Investment Management (“Karpus”);
|
|
(ii)
|
Karpus Investment Management Profit Sharing Plan Fund C – Growth Common Stock Fund (“Karpus Fund”);
|
|
(ii)
|
George W. Karpus, the President and CEO of Karpus. Mr. Karpus owns Shares individually and may be deemed the beneficial owner of Shares held by The Karpus Family Foundation, Inc., George W. Karpus IRA Rollover, Karpus Fund, and Karpus Investment Management Defined Benefit Plan (collectively, the “Karpus Entities”);
|
|
(iii)
|
Glen T. Insley; and
|
|
(iv)
|
Arthur Charles Regan
|
Item 3.
|
Source and Amount of Funds or Other Consideration.
|
Item 4.
|
Purpose of Transaction.
|
Item 5.
|
Interest in Securities of the Issuer.
|
A.
|
Karpus
|
|
(a)
|
As of the close of business on February 11, 2016, Karpus beneficially owned 2,871,159 Shares.
|
|
(b)
|
1. Sole power to vote or direct vote: 2,871,159
|
|
2. Shared power to vote or direct vote: 0
|
|
3. Sole power to dispose or direct the disposition: 2,871,159
|
|
4. Shared power to dispose or direct the disposition: 0
|
|
(c)
|
The transactions in the Shares by Karpus since the filing of the Schedule 13D are set forth in Schedule B and are incorporated herein by reference.
|
B.
|
Karpus Fund
|
|
(a)
|
As of the close of business on February 11, 2016, Karpus Fund beneficially owned 18,100 Shares.
|
|
(b)
|
1. Sole power to vote or direct vote: 0
|
|
2. Shared power to vote or direct vote: 18,100
|
|
3. Sole power to dispose or direct the disposition: 0
|
|
4. Shared power to dispose or direct the disposition: 18,100
|
|
(c)
|
Karpus Fund has not entered into any transactions in the Shares since the filing of the Schedule 13D.
|
C.
|
Mr. Karpus
|
|
(a)
|
As of the close of business on February 11, 2016, Mr. Karpus, beneficially owned 12,273 Shares. In addition, Mr. Karpus may be deemed to beneficially own the 28,305 Shares held in the Karpus Entities.
|
|
(b)
|
1. Sole power to vote or direct vote: 12,273
|
|
2. Shared power to vote or direct vote: 28,305
|
|
3. Sole power to dispose or direct the disposition: 12,273
|
|
4. Shared power to dispose or direct the disposition: 28,305
|
|
(c)
|
Mr. Karpus has not entered into any transactions in the Shares since the filing of the Schedule 13D. The transactions in the Shares on behalf of the Karpus Entities since the filing of the Schedule 13D are set forth in Schedule B and are incorporated herein by reference.
|
D.
|
Mr. Insley
|
|
(a)
|
As of the close of business on February 11, 2016, Mr. Insley did not own any Shares.
|
|
(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)
|
Mr. Insley has not entered into any transactions in the Shares since the filing of the Schedule 13D.
|
E.
|
Mr. Regan
|
|
(a)
|
As of the close of business on February 11, 2016, Mr. Regan did not own any Shares.
|
|
(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)
|
Mr. Regan has not entered into any transactions in the Shares since the filing of the Schedule 13D.
|
Item 6.
|
Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.
|
Item 7.
|
Material to be Filed as Exhibits.
|
|
99.1
|
Joint Filing and Solicitation Agreement by and among Karpus Management, Inc., Karpus Investment Management Profit Sharing Plan Fund C – Growth Common Stock Fund, George W. Karpus, Glen T. Insley and Arthur Charles Regan dated February 11, 2016.
|
KARPUS MANAGEMENT, INC.
|
|||
By:
|
/s/ Daniel Lippincott
|
||
Name:
|
Daniel Lippincott
|
||
Title:
|
Senior Tax-Sensitive Manager
|
KARPUS INVESTMENT MANAGEMENT PROFIT SHARING PLAN FUND C – GROWTH COMMON STOCK FUND
|
|||
By:
|
/s/ Kathleen F. Crane
|
||
Name:
|
Kathleen F. Crane
|
||
Title:
|
Chief Financial Officer & Chief Compliance Officer of Karpus Investment Management
|
/s/ George W. Karpus
|
|
GEORGE W. KARPUS
|
/s/ Glen T. Insley
|
|
GLEN T. INSLEY
|
/s/ Arthur Charles Regan
|
|
ARTHUR CHARLES REGAN
|
Name
|
Position & Present Principal Occupation
|
Business Address
|
Shares Owned
|
George W. Karpus
|
President, CEO, and Chairman of the Board
|
183 Sully’s Trail, Pittsford, New York 14534
|
See Above
|
Kathleen Finnerty Crane
|
Chief Financial Officer and Chief Compliance Officer
|
183 Sully’s Trail, Pittsford, New York 14534
|
100 Shares
|
Dana R. Consler
|
Executive Vice President
|
183 Sully’s Trail, Pittsford, New York 14534
|
925 Shares
|
Thomas M. Duffy
|
Vice President
|
183 Sully’s Trail, Pittsford, New York 14534
|
None
|
Sharon L. Thornton
|
Senior Director of Investments
|
183 Sully’s Trail, Pittsford, New York 14534
|
None
|
Daniel L. Lippincott
|
Sr. Tax-Sensitive Manager and Director of Investment Personnel
|
183 Sully’s Trail, Pittsford, New York 14534
|
None
|
Nature of the Transaction
|
Securities
Purchased/(Sold)
|
Price Per
Share($)
|
Date of
Purchase / Sale
|
Sale of Common Stock
|
(55)
|
13.07
|
12/18/2015
|
Sale of Common Stock
|
(1)
|
13.04
|
12/21/2015
|
Sale of Common Stock
|
(125)
|
13.03
|
12/31/2015
|
Purchase of Common Stock
|
3,525
|
12.12
|
01/11/2016
|
Sale of Common Stock
|
(180)
|
12.21
|
01/12/2016
|
Purchase of Common Stock
|
5,386
|
12.05
|
01/13/2016
|
Purchase of Common Stock
|
2,829
|
12.13
|
01/14/2016
|
Purchase of Common Stock
|
8,008
|
11.71
|
01/15/2016
|
Purchase of Common Stock
|
9,320
|
11.69
|
01/19/2016
|
Purchase of Common Stock
|
19,625
|
11.18
|
01/20/2016
|
Purchase of Common Stock
|
6,225
|
11.38
|
01/21/2016
|
Purchase of Common Stock
|
12,490
|
11.70
|
01/22/2016
|
Purchase of Common Stock
|
6,650
|
11.71
|
01/25/2016
|
Purchase of Common Stock
|
8,665
|
11.67
|
01/26/2016
|
Purchase of Common Stock
|
625
|
11.75
|
01/27/2016
|
Purchase of Common Stock
|
11,050
|
11.74
|
01/28/2016
|
Purchase of Common Stock
|
7,273
|
11.94
|
01/29/2016
|
Purchase of Common Stock
|
1,400
|
11.89
|
02/01/2016
|
Purchase of Common Stock
|
7,072
|
11.88
|
02/02/2016
|
Purchase of Common Stock
|
17,976
|
11.81
|
02/03/2016
|
Purchase of Common Stock
|
1,194
|
11.87
|
02/04/2016
|
Purchase of Common Stock
|
12,478
|
11.73
|
02/05/2016
|
Purchase of Common Stock
|
13,752
|
11.29
|
02/08/2016
|
Purchase of Common Stock
|
18,177
|
11.18
|
02/09/2016
|
Purchase of Common Stock
|
150
|
11.69
|
01/19/2016
|
Purchase of Common Stock
|
350
|
11.70
|
01/22/2016
|
KARPUS MANAGEMENT, INC.
|
|||
By:
|
/s/ Daniel Lippincott
|
||
Name:
|
Daniel Lippincott
|
||
Title:
|
Senior Tax-Sensitive Manager
|
KARPUS INVESTMENT MANAGEMENT PROFIT SHARING PLAN FUND C – GROWTH COMMON STOCK FUND
|
|||
By:
|
/s/ Kathleen F. Crane
|
||
Name:
|
Kathleen F. Crane
|
||
Title:
|
Chief Financial Officer & Chief Compliance Officer of Karpus Investment Management
|
/s/ George W. Karpus
|
|
GEORGE W. KARPUS
|
/s/ Glen T. Insley
|
|
GLEN T. INSLEY
|
/s/ Arthur Charles Regan
|
|
ARTHUR CHARLES REGAN
|