Date Shares Price Per Share
2/4/2011 (2)*
3/11/2011 49 $22,250
*- transferred out from KIM
The Accounts have the right to receive all dividends from, and any proceeds from the sale of the Shares. None of the Accounts has an interest in Shares constituting more than 5% of the Shares outstanding.
Item 6. Contracts, Arrangements, Understandings, or Relationships with Respect to Securities of the Issuer.
Except as described above, there are no contracts, arrangements, understandings or relationships of any kind among the Principals and KIM and between any of them and any other person with respect to any of the MHN Auction Market Preferred Stock.
Item 7. Materials to be Filed as Exhibits.
As is indicated in Item 4, above, KIM has purchased MHN Municipal Auction Rate Cumulative Preferred Shares for the Accounts for investment purposes. However, KIM has reserved the right to contact management with regard to concerns that they have with respect to the Fund, including letters to the Board and/or other communications with fund management. Accordingly, KIM sent a proposal letter to the fund on February 23, 2011. KIM also sent a revised proposal to the Fund on March 25, 2011. A copy of the revised proposal and the transmittal cover letter are attached as Exhibit 1.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete, and correct.
Karpus Management, Inc.
By: /s/
Name: Cody B. Bartlett Jr., CFA
Title: Managing Director of Investments
Date: April 4, 2011
EXHIBIT 1
Revised Proposal and Letter
Transmitted March 25, 2011
VIA FACSIMILE & OVERNIGHT MAIL March 25, 2011
Howard B. Surloff, Secretary
BlackRock Closed-End Funds
55 East 52nd Street
New York, New York 10055
Re: Revision of Proposals for Multiple BlackRock Closed-end Funds
Mr. Surloff:
Karpus Management, Inc., d/b/a Karpus Investment Management ("Karpus") submits this letter regarding certain BlackRock closed-end funds referenced on the attached chart (collectively, the "Funds").
On February 23, 2011, Karpus submitted shareholder proposals to each of the Funds for consideration at the Funds' 2011 Annual Meeting anticipated to be held in July 2011 (as well as any postponement or adjournment thereof) (the "Meeting"). Subsequent to submitting the proposals, Karpus noted a typographical omission in each of the proposals whereby the word "consider" was inadvertently omitted prior to the word "take" in the proposal for each fund, where the proposal should have read "consider taking."
Accordingly, Karpus submits this letter to the Fund to revise this omission for each Funds' proposal and attaches a redline version of each proposal to revise Karpus' proposal submitted on February 23, 2011. Karpus will forward additional letters from U.S. Bank N.A. and a written statement from the "record" holder of the referenced share(s) upon receipt.
Please advise us immediately if this notice is deficient in any way or any additional information is required so that we may promptly provide that information or cure any deficiency.
Sincerely,
Brett D. Gardner
Sr. Corporate Governance Analyst/Portfolio Manager
SHAREHOLDER PROPOSAL
Submitted by Karpus Management, Inc., d/b/a Karpus Investment Management ("Karpus")
BE IT RESOLVED, that the Board of Trustees of BlackRock MuniHoldings New York Quality Fund, Inc. ("MHN" or the "Fund") consider taking all steps necessary to cause MHN to redeem all outstanding auction market preferred shares (AMPS) at par.
SUPPORTING STATEMENT
When MHN holds its 2011 Annual Shareholder meeting, it will have been more than three years since the last auction for MHN's auction market preferred shares took place. AMPS holders' investments remain frozen, with no liquidity at par value. We feel that it is time for the Fund to emulate the actions of the many responsible closed-end funds which have redeemed and refinanced their frozen preferred shares, and act in a proactive fashion by redeeming all remaining outstanding AMPS at par. Some alternative forms of leverage provided by other funds to replace AMPS are Municipal Term Preferred Securities (MTPS), Variable Rate Demand Preferred Securities (VRDPS) and/or Tender Option Bonds (TOBs).
If the Fund takes steps to complete the redemption of all outstanding AMPS, this will benefit existing AMPS shareholders by providing liquidity at par and may also benefit common shareholders by taking advantage of the current historically low interest rates available through alternative financing vehicles, while simultaneously mitigating the risk of a significant increase in the cost of leverage should short-term interest rates rise.
Shareholders deserve a definitive plan from their Fund and Trustees. The Trustees have failed to redeem any of the BlackRock MuniHoldings New York Quality Fund, Inc. AMPS since the beginning of July 2009. By comparison, Nuveen has freed approximately $5.3 billion of preferred shares over the same 19 month period. This lack of action is unacceptable. AMPS holders must be able to receive the intrinsic value of their shares and common shareholders must be protected from a potentially higher cost of leverage should short-term interest rates rise.
Karpus strongly urges your support for this proposal. Thank you.