The following constitutes Amendment No. 1 ("Amendment No. 1") 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 860 shares of KYN Auction Rate Preferred Stock on behalf of accounts that are managed by KIM (the “Accounts”) under limited powers of attorney, which represents 28.67% 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 86 shares of KYN Auction Rate Preferred Stock on behalf of the accounts that are managed by them. Item 5. Interest in Securities of the Issuer. (a.) and (b.) The Karpus/ Bulldog Group is deemed to be the beneficial owners of 946 shares of KYN Auction Rate Preferred Stock or 31.50% 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 860 shares or 28.67% of the outstanding shares. George W. Karpus presently owns 14 shares. Mr. Karpus purchased shares on November 5, 2008 at $16,250 (4 shares), and on November 10, 2008 at $19,125 (10 shares). Dana R. Consler presently owns 1 share. Mr. Conlser purchased 1 shares on February 5, 2009 at $18,625. Cody B. Bartlett Jr. presently owns 2 shares. Mr. Bartlett purchased 2 shares on November 10, 2008 at $19,125. JoAnn Van Degriff presently owns 1 share. Ms. Van Degriff purchased 1 share on November 10, 2009 at $19,125. None of the other principals of KIM presently own shares of KYN Auction Rate Preferred Stock. Bulldog Investors, Phillip Goldstein and Andrew Dakos are deemed to be the beneficial owner of 86 shares of KYN Auction Rate Preferred Stock or 2.87% 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 01/04/2010 (5)* $20,187.50 *- Sell order was pursuant to non-discretionary sale at the client's request due to an account liquidation.Bulldog Investors, Phillip Goldstein and Andrew Dakos
Date Shares Price 01/04/2010 5** $20,250 **- Shares purchased through a third party broker-dealer.(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 an informal group (the "Karpus/ Bulldog Group") with the objective of affording all preferred shareholders of the issuer an opportunity to obtain full value for their preferred shares. The Karpus/ Bulldog Investment Group beneficially owns 31.5% of the issuer's outstanding Auction Rate Preferred Stock. The members of the Karpus/ Bulldog 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/ Bulldog 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/ Bulldog 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. Phillip Goldstein sent a letter to the Fund on December 21, 2009 (attached as Exhibit 1) and Karpus Investment Management sent a letter to the Fund on February 22, 2010 (attached as Exhibit 2).
Karpus Management, Inc. By: /s/ Name: Cody B. Bartlett Jr., CFA Title: Managing Director of Investments Date: February 23, 2010 Bulldog Investors By: /s/ Name: Phillip Goldstein Date: February 23, 2010 By: /s/ Name: Andrew Dakos Date: February 23, 2010
Letter to the Fund
Transmitted December 21, 2009
After reading the press release issued on December 17, 2009 by Kayne Anderson MLP Investment Company ("KYN") stating that "the Company's Board of Directors is actively considering refinancing alternatives for its ARPS," Bulldog Investors purchased 81 shares of the ARPS. As you know, at the 2010 annual meeting Karpus Management intends to nominate me for election as a director for a seat designated to be filled by solely by a vote of the preferred shareholders of KYN. I am pleased that the board is actively considering financing alternatives for its ARPS. As you know, the ARPS were marketed to investors as an alternative to a money market fund. Unfortunately, that has turned out not to be the case and the preferred shareholders have gotten the short end of the stick. If I am elected to the board, my intention is to be a zealous advocate for all shareholders of KYN, and especially the preferred stockholders. In particular, I look forward to working with you and the other directors to explore options that would provide the preferred stockholders with an opportunity to realize the intrinsic value of their investment without any material adverse impact to the common shareholders. Please contact me directly at 914-747-5262 if you would like to discuss this matter.Bulldog Investors Park 80 West, 250 Pehle Avenue, Suite 708 Saddle Brook, NJ 07663 Phone (201) 556-0092 // Fax (201) 556-0097 pgoldstein@bulldoginvestors.com Kevin S. McCarthy December 21, 2009 Chairman of the Board of Directors Kayne Anderson MLP Investment Company 717 Texas Avenue, Suite 3100 Houston, Texas 77002 Dear Mr. McCarthy:
Very truly yours, Phillip Goldstein Principal