UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
§ 240.13d-2(a)
(Amendment No. 5) 1
Managed Duration Investment Grade Municipal Fund
(Name of Issuer)
(Title of Class of Securities)
Daniel Lippincott, Senior Tax-Sensitive Manager
Karpus Management, Inc.
d/b/a Karpus Investment Management
183 Sully’s Trail
Pittsford, New York 14534
(585) 586-4680
Adam W. Finerman, Esq.
Olshan Frome Wolosky LLP
1325 Avenue of the AmericasNew York, New York 10019
(212) 451-2300
Authorized to Receive Notices and Communications)
(Date of Event Which Requires Filing of This Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box x.
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See § 240.13d-7 for other parties to whom copies are to be sent.
_______________
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).
| 1 | NAME OF REPORTING PERSON 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 |
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) | ¨ |
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER |
| 8 | SHARED VOTING POWER |
| 9 | SOLE DISPOSITIVE POWER |
| 10 | SHARED DISPOSITIVE POWER |
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
| 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 | |
| 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 |
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) | ¨ |
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER |
| 8 | SHARED VOTING POWER |
| 9 | SOLE DISPOSITIVE POWER |
| 10 | SHARED DISPOSITIVE POWER |
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
| 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 | |
The following constitutes Amendment No. 5 to the Schedule 13D filed by the undersigned ("Amendment No. 5"). This Amendment No. 5 amends the Schedule 13D as specifically set forth herein.
| Item 3. | Source and Amount of Funds or Other Consideration. |
Item 3 is hereby amended and restated to read as follows:
Karpus, an independent registered investment advisor, has accumulated (i) 0 Shares directly, and (ii) 381,743 Shares on behalf of accounts that are managed by Karpus (the “Accounts”) under limited powers of attorney, which represents 5.61% 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 381,743 Shares beneficially owned by Karpus is approximately $5,254,169, excluding brokerage commissions. Such Shares 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. | Interest in Securities of the Issuer. |
Item 5(a)-(c) is hereby amended and restated to read as follows:
The aggregate percentage of Shares reported owned by each Reporting Person is based on 6,800,476 Shares outstanding, which is the total number of Shares outstanding as of January 31, 2018, as reported in the Issuer's Semi-Annual Report to Shareholders, filed with the U.S. Securities and Exchange Commission on March 29, 2018.
| A. | Karpus Investment Management |
| | (a) | As of July 31, 2018, Karpus directly beneficially owned 0 Shares, and as the investment adviser of the Accounts may be deemed to beneficially own the 381,743 Shares held in the Accounts. |
Percentage: Approximately 5.61%
| | (b) | 1. Sole power to vote or direct vote: 381,743 |
| | 2. Shared power to vote or direct vote: 0 |
| | 3. Sole power to dispose or direct the disposition: 381,743 |
| | 4. Shared power to dispose or direct the disposition: 0 |
| | (c) | The transactions in the Shares by Karpus since the filing of the last Schedule 13D are set forth in Schedule B and incorporated herein by reference. |
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: August 2, 2018
| | KARPUS MANAGEMENT, INC. |
| | | |
| | By: | /s/ Daniel L. Lippincott |
| | | Name: | Daniel L. Lippincott, CFA |
| | | Title: | Director of Investment Personnel and
Sr. Tax-Sensitive Portfolio Manager |
SCHEDULE A
Executive Officers & Directors of Karpus Management, Inc., d/b/a Karpus Investment Management
| 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 | None |
| Dana R. Consler | Executive Vice President | 183 Sully’s Trail, Pittsford, New York 14534 | None |
| 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 |
SCHEDULE B
Transactions in the Shares Since the filing of the last Schedule 13D
| Nature of the Transaction | Securities Purchased/(Sold) | Price Per Share($) | Date of Purchase / Sale |
KARPUS MANAGEMENT, INC., D/B/A/ KARPUS INVESTMENT MANAGEMENT
(THROUGH THE ACCOUNTS)
| Sale of Common Stock | (99,042) | $14.30 | 7/31/2018 |
|
MR. KARPUS AND THE KARPUS ENTITIES
| Sale of Common Stock | (8,268) | $14.30 | 7/31/2018 |
|
