UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549SCHEDULE 13D/A
(Amendment No. 1)
Under the Securities Exchange Act of 1934
BlackRock MuniHoldings New York Insured Fund, Inc. (MHN)
(Name of Issuer)Auction Market Preferred Stock
(Title of Class of Securities)09255C403
09255C304
09255C502
09255C601
09255C205
(CUSIP Number)Karpus/ Brooklyn Group
183 Sully's Trail
Pittsford, New York 14534
(585) 586-4680
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)May 27, 2010
(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/A,
and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or
240.13d-1(g), check the following box.
CUSIP No.: 09255C403; 09255C304; 09255C502; 09255C601; 09255C205
1. Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only).Karpus/ Brooklyn Group
2. Check the Appropriate Box if a Member of a Group (See Instructions)(a)
X
(b)
3. SEC Use Only
4. Source of Funds (See Instructions)WC
5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)N/A
6. Citizenship or Place of OrganizationUSA
Number of Shares Beneficially Owned by Each reporting Person With:7. Sole Voting PowerN/A8. Shared Voting PowerN/A9. Sole Dispositive PowerN/A10. Shared Dispositive PowerN/A
11. Aggregate Amount Beneficially Owned by Each Reporting Person2073
12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)N/A
13. Percent of Class Represented by Amount in Row (11)21.27%*
*Item 13, above, is calculated based on the aggregate amount of 9745 outstanding auction rate preferred shares indicated by the Issuer's Annual Statement filed with the U.S. Securities and Exchange Commission on May 6, 2010, dated as of February 28, 2010.
14. Type of Reporting Person (See Instructions)N/A
CUSIP No.: 09255C403; 09255C304; 09255C502; 09255C601; 09255C205
1. Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only).Karpus Management, Inc., d/b/a Karpus Investment Management
2. Check the Appropriate Box if a Member of a Group (See Instructions)(a)
X
(b)
3. SEC Use Only
4. Source of Funds (See Instructions)WC
5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)N/A
6. Citizenship or Place of OrganizationUSA
Number of Shares Beneficially Owned by Each reporting Person With:7. Sole Voting Power2,0628. Shared Voting Power09. Sole Dispositive Power2,06210. Shared Dispositive Power0
11. Aggregate Amount Beneficially Owned by Each Reporting Person2,062
12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)N/A
13. Percent of Class Represented by Amount in Row (11)21.16%*
*Item 13, above, is calculated based on the aggregate amount of 9745 outstanding auction rate preferred shares indicated by the Issuer's Annual Statement filed with the U.S. Securities and Exchange Commission on May 6, 2010, dated as of February 28, 2010.
14. Type of Reporting Person (See Instructions)IA
CUSIP No.: 09255C403; 09255C304; 09255C502; 09255C601; 09255C205
1. Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only).Brooklyn Capital Management, Phillip Goldstein and Andrew Dakos
2. Check the Appropriate Box if a Member of a Group (See Instructions)(a)
X
(b)
3. SEC Use Only
4. Source of Funds (See Instructions)WC
5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)N/A
6. Citizenship or Place of OrganizationUSA
Number of Shares Beneficially Owned by Each reporting Person With:7. Sole Voting Power118. Shared Voting PowerN/A9. Sole Dispositive Power1110. Shared Dispositive PowerN/A
11. Aggregate Amount Beneficially Owned by Each Reporting Person11
12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)N/A
13. Percent of Class Represented by Amount in Row (11)0.11%*
*Item 13, above, is calculated based on the aggregate amount of 9745 outstanding auction rate preferred shares indicated by the Issuer's Annual Statement filed with the U.S. Securities and Exchange Commission on May 6, 2010, dated as of February 28, 2010.
14. Type of Reporting Person (See Instructions)N/A
Item 1. Security and Issuer.
BlackRock MuniHoldings New York Insured Fund, Inc.
BlackRock Funds
P.O. Box 9011
Princeton, NJ 08543
Item 2. Identity and Background.This statement is filed on behalf of Karpus Management, Inc. d/b/a Karpus Investment Management ("KIM"), George W. Karpus, President, Director and Controlling Stockholder and Jo Ann Van Degriff, Partner Emeritus, 183 Sully's Trail, Pittsford, New York 14534. The Principal business is investment management for individuals, pensions and profit sharing plans, corporations, endowments, trust and other specializing in conservative asset management (i.e. fixed income investments).
This statement is also filed on behalf of Brooklyn Capital Management LLC which manages the investments of the Special Opportunites Fund, 60 Heritage Drive, Pleasantville, NY, 10570.
During the last 5 years none of the Principals of KIM has been convicted in a criminal proceeding, nor been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which they were or are subject to a judgement, decree, or final order enjoining future violations of or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
On January 31, 2007 the Acting Director of the Securities Division of the Massachusetts Secretary of State (the Securities Division) filed a complaint against Bulldog Investors, Messrs. Goldstein, Samuels, Dakos and Das and certain related parties (the Bulldog Parties) alleging that they violated Massachusetts law by making information about certain unregistered investments available on the Bulldog Investors website and by sending material about such investments to an individual who requested it. On October 17, 2007 the Secretary issued a cease and desist order based on the same allegations and ordered that a fine be imposed on the Bulldog Parties of $25,000. On November 15, 2007 the Bulldog Parties filed an appeal of the Secretary's October 17, 2007 order in the Massachusetts Superior Court. On February 12, 2009, the Massachusetts Superior Court upheld the Secretary's October 17, 2007 order. The Bulldog Parties further appealed the ruling of the Massachusetts Superior Court to Massachusetts Appeals Court. O n October 21, 2009 the Massachusetts Supreme Judicial Court, the state's highest court, unilaterally transferred the case from the Massachusetts Appeals Court to the Supreme Judicial Court, which will decide the appeal.
Each of the applicable filing parties are U.S. citizens.
Item 3. Source and Amount of Funds or Other Considerations.KIM, an independent investment advisor, has accumulated 2062 shares of MHN Auction Market Preferred Stock on behalf of accounts that are managed by KIM (the “Accounts”) under limited powers of attorney, which represents 21.16% of the outstanding shares. All funds that have been utilized in making such purchases are from such Accounts.
Brooklyn Capital Management, have accumulated 11 shares of MHN Auction Market Preferred Stock for the Special Opportunities Fund for which they manage.
Item 4. Purpose of Transaction.Karpus/ Brooklyn Group has purchased Shares for the Accounts for investment purposes. However, KIM reserves the right to contact management with regard to concerns that they have with respect to the Fund. This may include letters to the Board and/or other communications with Fund management. Being an independent registered investment advisor, with a specialty focus in closed end funds, the profile of the MHN Auction Market Preferred Stock fits the investment guidelines for various Accounts. Shares have been acquired since January 22, 2009.
Item 5. Interest in Securities of the Issuer.(a.) and (b.) The Karpus/ Brooklyn Group is deemed to be the beneficial owners of 2073 shares of MHN Auction Market Preferred Stock or 21.27% 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 2062 shares or 21.16% of the outstanding shares. George W. Karpus presently owns 17 shares. Mr. Karpus purchased shares on March 3, 2009 at $18,750 (4 shares), April 28, 2010 at $21,250 (7 shares), and on May 13, 2010 at $20,625 (6 shares). JoAnn Van Degriff presently owns 2 shares. Ms. Van Degriff purchased shares on October 24, 2008 at $22,000 (1 share), and on March 3, 2009 at $18,750 (1 share). Dana R. Consler presently owns 1 share. Mr. Consler purchased 1 share on May 18, 2010 at $21,000. The Estate of Sophie P. Karpus presently owns 1 share. The Estate purchased 1 share on May 18, 2010 at $21,000. Karpus Investment Management Defined Benefit Plan presently owns 2 shares. The Benefit Plan purchased shares on October 24, 2008 at $22,000 (2 shares). Karpus Investment Management Profit Sharing Plan Fund B presently owns 5 shares. The Plan purchased shares on October 24, 2008 at $22,000 (5 shares). Karpus Investment Management Profit Sharing Plan Fund C presently owns 1 share. The Plan purchased 1 share on March 2, 2009 at $18,750. None of the other principals of KIM presently own shares of MHN Auction Market Preferred Stock.
Brooklyn Capital Management are deemed to be the beneficial owner of 11 shares of MHN Auction Market Preferred Stock or 0.11% 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:
KIM
Date Shares Price
4/28/2010 426 $21,250
5/7/2010 8 $20,750
5/13/2010 6 $20,625
5/18/2010 553 $21,000
Brooklyn Capital Management, Phillip Goldstein and Andrew Dakos
Date Shares Price
5/20/2010 11 $21,375
(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 have formed a group (the "Karpus/ Brooklyn Group") with the objective of affording all preferred shareholders of the issuer an opportunity to obtain full value for their preferred shares. The Karpus/ Brooklyn Group beneficially owns 21.27% of the issuer's outstanding Auction Market Preferred Stock. The members of the Karpus/ Brooklyn Group have not agreed to jointly take any specific measures to achieve the group's objective and they have no agreement to buy, sell, hold or vote their shares together. Any member of the Karpus/ Brooklyn Group may take actions it deems to be consistent with the group's objective without the consent of any other members of the group. In addition, any member of the Karpus/ Brooklyn Group may act in the best interests of its own clients regardless of whether such action is in the best interest of the group.
Item 7. Materials to be Filed as Exhibits.On May 12, 2010, Karpus sent a director nomination letter to the fund. A copy of which is attached as exhibit 1. The Fund through their counsel, advised that Karpus' May 12 letter was deficient. Accordingly, Cede & Company sent a nomination letter to the Fund, a copy of which is attached as exhibit 2.
SIGNATUREAfter 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: May 28, 2010
Brooklyn Capital Management
By: /s/
Name: Phillip Goldstein
Date: May 28, 2010
By: /s/
Name: Andrew Dakos
Date: May 28, 2010
