Description of Services and Fees Karpus Management, Inc., doing business as Karpus Investment Management (“Karpus,” the “Firm” or the “Adviser”), completed a merger with City of London Investment Group PLC (“CLIG”), with Karpus becoming a wholly-owned subsidiary of CLIG as of October 1, 2020. Karpus is an investment adviser registered with the Securities and Exchange Commission (the “SEC”) based in Pittsford, New York. Our Firm is organized as a corporation under the laws of the State of New York. Karpus has been providing investment advisory services since 1986. The following paragraphs describe our services and fees. Please refer to the description of each investment advisory service listed below for information on how we tailor our advisory services to your individual needs. As used in this Brochure, the words "we," "our" and "us" refer to Karpus Investment Management and the words "you," "your" and "client" refer to you as either a client or prospective client of our Firm. Investment Advisory Services Karpus primarily offers discretionary investment advisory services. In limited circumstances and at our sole discretion, we also provide non-discretionary investment advisory services for certain assets that are held in a discretionary account on a non-fee basis. If you retain our Firm, we will meet with you to determine your investment objectives, risk tolerance, and other relevant information at the beginning of our advisory relationship. Our investment strategies and advice vary depending upon each client's specific financial situation. As such, we determine investments and allocations based upon your predefined objectives, risk tolerance, time horizon, financial horizon, financial information, liquidity needs, and other various factors. A client’s restrictions and guidelines will affect the composition of their portfolio. We will use the information we gather to develop a strategy that enables our Firm to give you focused investment advice and/or to make investments on your behalf. Once we construct an investment portfolio for you, we will monitor your portfolio's performance and will rebalance the portfolio as required by the terms of our engagement. In order for our Firm to provide discretionary investment management services, we require you to grant our firm discretionary authority to manage your account. Discretionary authorization will allow our Firm to determine, among other things, the specific securities and the amount of securities to be purchased or sold for your account without your approval prior to each transaction. Discretionary authority is typically granted through the investment advisory agreement you sign with our Firm. You can limit our discretionary authority (for example, limiting the types of securities that can be purchased for your account) by providing our Firm with your restrictions and guidelines in writing and upon our approval. In certain circumstances, clients who have a discretionary contractual relationship with Karpus have been introduced by an unaffiliated third-party. The services provided pursuant to the terms of such contracts are performed by Karpus and/or the unaffiliated third-party. Karpus, in all circumstances, has responsibility for the investment management of these accounts. The services provided by the unaffiliated third-party generally include risk tolerance and investment objective assessments, client reporting and other administrative services See also Item 14 pertaining to solicitors. When agreed upon by Karpus and the client, we also will evaluate certain other client assets that are held in their discretionary account on a non-fee basis for purposes of considering overall asset and risk allocations (“No Fee Assets”). Karpus can recommend selling these No Fee Assets as it deems appropriate from time-to-time; however, any such recommendation must be approved by the client in advance of the transaction. There are no advisory fees charged on these assets by Karpus. Generally, cash generated from the sale of No Fee Assets is added to the discretionary assets under management in the account and invested based on the client’s existing guidelines, asset allocation and risk allocation levels and are charged fees when added to the managed portion of the portfolio. Additionally, Karpus, in its sole discretion, accepts non-discretionary accounts that hold only No Fee Assets. Karpus only establishes these accounts for clients who maintain an existing discretionary account with Karpus or for employees, employees’ immediate and extended family members, or individuals who have retired from the Firm. The Firm does not have discretionary authority for these accounts, nor does it provide regular and continuous supervisory or management services to these accounts. Pursuant to the Firm’s Administrative Services Agreement, Karpus will provide accounts administrative support with respect to the establishment and maintenance of an account to hold securities and other assets held in the account with US Bank. Karpus will not provide any advice, investment or otherwise, pertaining to the securities or other assets in such an account, and will not place an order to purchase any securities or other assets in the account. Upon written request and instructions, we will place sell orders in securities that are owned in the account. Karpus does not have custody of any securities or other assets and receives no compensation, directly or indirectly, for our services. The custodial fees charged to the account, if any, are pursuant to the client’s arrangement with US Bank. Karpus is not the custodian of these securities and other assets maintained by US Bank. As part of our investment advisory services, we offer cash and asset management services designed to meet a client’s risk tolerance. We will determine the appropriate risk level assigned to your portfolio for accounts you have chosen for Karpus to perform client servicing after meeting with you and developing an investment profile. The investment profile consists of goals and risk tolerance along with other factors to be considered in creating an asset allocation determination. For information on our advisory fees, fee deduction arrangements, and rebate policies for our investment strategies, please see Item 5: Fees and Compensation of this Brochure. You may terminate the investment advisory agreement upon 30-days receipt of a written notice to our Firm. You will incur a pro-rata charge for services rendered through the 30-days after the receipt of the termination notice or pursuant to the terms of the discounted fee arrangement that you selected. If you have pre-paid advisory fees that we have not yet earned, you will receive a pro-rated refund of those fees. If we receive an instruction to liquidate an account or sell a holding and one or more securities are included on our Restricted Securities List, we could be unable to sell those positions under the federal securities laws. In such instances, we will either hold the security in a custodial account in the client’s name until it can be sold or transfer the security in-kind to another client account based on your instruction. Foundation Services We offer certain administrative and operational support services to our investment advisory endowment and foundation clients. Administrative services include meeting planning, preparation, organization, and meeting space. Grant coordination

and recordkeeping services include grant application review in light of the Foundations’ mission, summarizing requests for ease of board member review, and tracking spending requirements through information provided to us by the client. The services that Karpus will provide depend upon the client’s assets under management and are reviewed quarterly. These services can increase and decrease based upon changes in the client’s assets under management. If there is a decrease in assets due to asset withdrawals related to grant disbursement or market movements, there will be no change in the services. If assets increase due to market movements or additional funding, then the client can be offered additional services based upon the service level they have reached. At the discretion of the Adviser, Karpus can cease to provide certain services or offer additional services at any time. We do not render tax or legal advice or prepare any legal documents for clients. There is no additional charge for foundation services. Wrap Fee Program(s) Karpus serves as a portfolio manager or sub-manager to wrap fee programs. A wrap fee program is an investment program in which the client of a wrap sponsor is charged a single fee by the wrap sponsor for investment management and brokerage services. In connection with such a program, Karpus is engaged by a broker- dealer to invest assets of the broker’s client in a specific investment strategy managed by Karpus. The Adviser is responsible for executing portfolio transactions on behalf of the wrap sponsor’s client and receives a fee from the wrap program sponsor. The Adviser does not charge the wrap sponsor’s client a separate fee. Wrap program transactions are generally executed through the broker designated by the wrap program and the client does not pay any additional fees except as disclosed and charged by the wrap program sponsor in its brochure. There are some transactions that we will trade away from the wrap fee sponsor and when we trade away, we do so in order to obtain what we believe to be as good as or better execution than the sponsor can provide. In many cases, trading away will not result in additional transaction costs for impacted clients but could. By reference to transaction costs, Karpus means commissions charged on execution rather than other incidental charges (e.g., SEC charges) that are incurred by clients. Practices among wrap fee sponsors related to fees can vary among sponsors and change over time. Model Portfolios Karpus provides model investment portfolios to certain investment platforms. In this regard, Karpus creates a portfolio of investment instruments that are designed for specific risk profiles and are available to clients of unaffiliated investment advisers. Karpus receives a fee for providing the investment models. Karpus does not have any relationship with the unaffiliated advisers’ clients nor does it receive an investment management fee. Types of Investments We primarily offer advice on open-end mutual funds, closed-end mutual funds (“CEFs”), exchange- traded funds (“ETFs”), and special purpose acquisition companies (“SPACs”). Karpus also provides investment advice pertaining to term preferred and senior notes issued by investment companies registered under the Investment Company Act of 1940, as amended (the “’40 Act”), as well as preferred and senior notes issued by closed-end funds and business development companies. Closed-end funds, which are investment companies regulated under the ’40 Act, are a type of investment company that generally does not continuously offer shares for sale. Rather, they sell a fixed number of shares at one time (in an initial public offering), after which the shares typically trade on a listed market, such as the New York Stock Exchange, American Stock Exchange or the Nasdaq Stock Market. The price at which shares of the CEF trade on a secondary market can be greater (premium) or less (discount) than the shares’ net asset value (NAV). Term preferred and senior notes generally have a fixed coupon rate and a set maturity date. They are both senior in the capital structure to a company’s equity securities. Term preferred and senior notes issued by closed-end funds must maintain 200% and 300% collateral, respectively, in order to pay a distribution to their common shareholders. Baby bonds issued by business development companies may elect to be subject to a lower, 150% collateral requirement, but doing so requires certain additional disclosures, timing, and filing requirements if so elected. Karpus also invests in special purpose acquisition companies. SPACs are entities organized to merge with or acquire an existing company within a stated time frame, and the capital for SPACs is raised through an initial public offering (IPO). After the IPO, the proceeds are placed into a trust account held at a custodian independent of the SPAC management team and monitored by a third-party trust company until a transaction is found or the SPAC is liquidated. When in the trust account, the net proceeds are invested in United States government securities having a maturity of 180 days or less, or in money market funds which invest only in direct U.S. government treasury obligations. Further, management teams might contribute additional money to the trust account to incentivize investors to purchase the IPO. After the SPAC IPO, units split into their individual components and are exchange-traded. Like CEFs, SPACs can trade at a discount/premium to the trust value. By purchasing the shares below the trust value, we are essentially buying shares at a discount to such value. If the management company finds an attractive acquisition, shares of the SPAC could trade above trust value. Our investment strategy is to purchase SPAC units or common shares that are trading at or below the pre-acquisition trust value. Claims to redeem the shares for cash held by Karpus clients are only possible during certain corporate action periods, such as when the SPAC seeks a life extension, merges with an acquisition or liquidates. It is our strategy to redeem shares on such occasions. When deemed appropriate by Karpus, we will also sell shares in the open market if the SPAC trades at or above the trust value and rotate into a different SPAC trading below the trust value. If an investor does not like an acquisition proposed by management, the investor can vote against the transaction and then claim their pro-rata portion of the trust value. Additionally, if a significant amount of shareholders dissent, the SPAC is liquidated and the trust cash is distributed to all shareholders. The majority of an investor's initial investment (plus interest accrued and less operational expenses) will be returned if the deal is deemed not favorable by the holders of the SPAC's voting common shares. SPACs held over 12 months may produce a long-term capital gain. Additionally, we will advise you on any type of investment that we deem appropriate based on your stated goals and objectives. We will also provide advice on any type of investment held in your portfolio at the inception of our advisory relationship. Assets Under Management As of June 30, 2023, we manage approximately $3,546,295,967 in client assets on a discretionary basis. As of June 30, 2023, No Fee Assets in discretionary accounts represented approximately $142,005,161 of the $3,546,295.967 client assets. See also Item 4 pertaining to No Fee Asset accounts.