CUSIP No.: 09253N203; 09253N302; 09253N401
The following constitutes Amendment No. 2 ("Amendment No. 2") to the Schedule 13D filed by the undersigned. This Amendment amends the original Schedule 13D as specifically set forth.
Item 3. Source and Amount of Funds or Other Considerations. KIM, an independent investment advisor, has accumulated 421 shares of MHD Auction Market Preferred Stock on behalf of accounts that are managed by KIM (the “Accounts”) under limited powers of attorney, which represents 12.57% of the outstanding shares. All funds that have been utilized in making such purchases are from such Accounts. Bulldog Investors, Phillip Goldstein, and Andrew Dakos have accumulated 71 shares of MHD Auction Market Preferred Stock on behalf of the accounts that are managed by them. Brooklyn Capital Management have accumulated 25 shares of MHD Auction Market Preferred Stock for the Special Opportunities Fund for which they manage. Item 4. Purpose of Transaction. The filing persons previously formed a formal group (the "Karpus/Bulldog Group"), orginally submitted to the U.S. Securities and Exchange Commission on Schedule 13D on May 26, 2010, with the objective of affording all preferred shareholders of the issuer an opportunity to obtain full value for their preferred shares. On June 23, 2010, the nomination of Phillip Goldsetin and Brad Orvieto for election as the directors of the Company to be elected by the vote of the Auction Market Preferred Shares was withdrawn. Due to the withdrawal of the director nominees', the Karpus/Bulldog Group has been terminated. Item 5. Interest in Securities of the Issuer. (a.) and (b.) The Karpus/ Bulldog Group is deemed to be the beneficial owners of 517 shares of MHD Auction Market Preferred Stock or 15.44% of the outstanding shares. KIM has the sole power to dispose of and to vote all of such shares under limited powers of attorney. Karpus Investment Management represents beneficial ownership of 421 shares or 12.57% of the outstanding shares. Karpus Investment Management Defined Benefit Plan presently owns 1 share. The Benefit Plan purchased 1 share on February 4, 2010 at $21,312. None of the other principals of KIM presently own shares of MHD Auction Market Preferred Stock. Bulldog Investors, Phillip Goldstein and Andrew Dakos are deemed to be the beneficial owner of 71 shares of MHD Auction Market Preferred Stock or 2.12% of the outstanding shares. Power to vote and dispose of such securities resides with Mr. Goldstein and Mr. Dakos. Brooklyn Capital Management are deemed to be benefical owners of 25 shares of MHD Auction Market Preferred Stock or 0.75% of the outstanding shares. Power to vote and dispose of such securities resides with Mr. Goldstein and Mr. Dakos.(c) During the last sixty days the following shares of auction rate preferred stock were traded:
KIMDate Shares Price 5/11/2010 2 $20,750 5/12/2010 6 $20,625Bulldog Investors, Phillip Goldstein and Andrew Dakos
Date Shares Price 5/17/2010 71 $21,562Brooklyn Capital Manangement, Phillip Goldstein and Andrew Dakos
Date Shares Price 5/17/2010 25 $21,562(d) Beneficiaries of managed accounts are entitled to receive any dividends or sales proceeds. Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer. The filing persons previoulsy formed a group (the "Karpus/ Bulldog Group"), originally submitted to the U.S. Securities and Exchange Commission on a Schedule 13D on May 26, 2010, with the objective of affording all preferred shareholders of the issuer an opportunity to obtain full value for their preferred shares. The Group has recently withdrawed their directors nominated for BlackRock MuniHolding Fund Inc., and is hereby terminating the Karpus/Bulldog Group. Item 7. Materials to be Filed as Exhibits. On June 23, 2010, Karpus sent a letter to the Fund withdrawing their directors nominated for the BlackRock MuniHolding Fund Inc, a copy of which is attached as Exhibit 1.
Karpus Management, Inc. By: /s/ Name: Cody B. Bartlett Jr., CFA Title: Managing Director of Investments Date: June 24, 2010 Bulldog Investors/ Brooklyn Capital Manangement By: /s/ Name: Phillip Goldstein Date: June 24, 2010 By: /s/ Name: Andrew Dakos Date: June 24, 2010
Withdraw Director Nomination Letter Submitted to the Fund
Transmitted June 23, 2010
Please have your nominee, Cede & Co., sign the attached letter, withdrawing the nomination of Phillip Goldstein and Brad Orvieto for election as the directors of the Company to be elected by the vote of the Auction Market Preferred Stock, voting separately as a class to elect two board members, at the 2010 Annual Meeting with respect to 3 shares of the above-referenced securities credited to our DTC Participant account on the date hereof. In addition to acknowledging that this request is subject to the indemnification provided for in DTC Rule 6; the undersigned certifies to DTC and Cede & Co. that the information and facts set forth in the attached Demand are true and correct; including the number of shares credited to our DTC Participant account that are beneficially owned by our customer. Please Federal Express the signed nomination to: Brett D. Gardner, Portfolio Manager/AnalystDEMAND TO WITHDRAW DIRECTOR NOMINATION Date: June 17, 2010 The Depository Trust Company 55 Water Street New York, New York 10041 Attn: Proxy Department RE: BlackRock Muniholdings Fund Inc. (NYSE: MHD) Auction Market Preferred Stock, CUSIP 09253N203 Sun Trust Banks, Inc. Participant account #2971 Gentlemen:
Very truly yours, SUN TRUST BANKS, INC. BY: NAME: James Bernal TITLE: Supervisor Medallion Stamp EnclosureCede & Co., the nominee of The Depository Trust Company ("Cede & Co."), is a holder of record of shares of auction market preferred stock, $25,000 par value per share (the "Auction Market Preferred Stock"), of BlackRock Muniholdings Fund Inc., (the "Company", "Fund" or "MHD"). These shares are registered on the stock transfer books of the Company in the name of Cede & Co. Cede & Co. is informed by its Participant Sun Trust Banks, Inc. (the "Participant"), that on the date hereof, 3 shares of the Auction Market Preferred Stock, CUSIP 09253N203, which are credited to the Participant's account, are beneficially owned by Karpus Management, Inc., d/b/a Karpus Investment Management ("Karpus"). At the request of Participant, on behalf of Karpus, Cede, as holder of record of shares of Auction Market Preferred Stock, is hereby submitting this notice (the "Notice") to the Company to withdraw the nomination of Phillip Goldstein and Brad Orvieto for election as the directors of the Company to be elected by the vote of the Auction Market Preferred Stock, voting separately as a class to elect two board members at the 2010 Annual Meeting. While Cede & Co. is furnishing this Notice as the stockholder of record of the shares of auction market preferred stock, it does so at the request of Participant and Karpus, and only as a nominal party for the true party in interest, Karpus. Cede & Co. has no interest in this matter other than to take those steps which are necessary to ensure that Karpus is not denied its rights as the owner of Auction Market Preferred Stock, and Cede & Co. assumes no further responsibility in this matter.
Cede & Co. C/o The Depository Trust Company 55 water Street New York, NY 10041 Date: June 17, 2010 Blackrock Closed-End Funds 40 East 52nd Street New York, New York 10022 Attention: Howard B. Surloff, Secretary RE: Demand with respect to Withdrawing Directors Nominated for BlackRock Muniholdings Fund Inc. (NYSE: MHD), Auction Market Preferred Shares, CUSIP 09253N203 Mr. Surloff:
Sincerely yours, Cede & Co. BY: Partner