Page 5 of 10 – SEC Filing
| Item 4. | Purpose of Transaction. |
Karpus, an independent registered investment advisor, with a specialty focus in closed-end funds, believes that the profile of the Issuer fit the investment guidelines for various Accouts. Shares have been acquired since June 12, 2013.
On January 22, 2018, Morgan Stanley Investment Management Inc. (“MSIM”) and Karpus entered into an Agreement (the “Agreement”), pursuant to which the Board of Directors of the Issuer would recommend to shareholders that the Issuer merge with and into an existing Morgan Stanley advised open-end mutual fund with similar investment objectives to the Issuer, subject to shareholder approval. Under the Agreement, Karpus agreed to certain customary standstill provisions until the termination of the Agreement. The foregoing summary of the Agreement does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Agreement, a copy of which his referenced in Exhibit 99.1 hereto and is incorporated herein by reference.
The Reporting Persons purchased the Shares based on the Reporting Persons’ belief that the Shares, when purchased, were undervalued and represented an attractive investment opportunity. Depending upon overall market conditions, other investment opportunities available to the Reporting Persons, and the availability of Shares at prices that would make the purchase or sale of Shares desirable, the Reporting Persons may endeavor to increase or decrease their position in the Issuer through, among other things, the purchase or sale of Shares on the open market or in private transactions or otherwise, on such terms and at such times as the Reporting Persons may deem advisable.
No Reporting Person has any present plan or proposal which would relate to or result in any of the matters set forth in subparagraphs (a) – (j) of Item 4 of Schedule 13D except as set forth herein or such as would occur upon or in connection with completion of, or following, any of the actions discussed herein. The Reporting Persons intend to review their investment in the Issuer on a continuing basis.
| Item 5. | Interest in Securities of the Issuer. |
The aggregate percentage of Shares reported owned by each Reporting Person is based upon 8,963,335 Shares outstanding, which is the total number of Shares outstanding as of September 30, 2017 as reported in the Issuer’s Annual Report to Shareholders, filed with the U.S. Securities and Exchange Commission on December 7, 2017.
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