DATE OF EVENT WHICH REQUIRES FILING OF THIS STATEMENT
7/22/08
1. NAME OF REPORTING PERSON
Bulldog Investors General Partnership and Phillip Goldstein
2. CHECK THE BOX IF MEMBER OF A GROUP a[ ]
b[ ]
3. SEC USE ONLY
4. SOURCE OF FUNDS WC
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) AND 2(e) [x]
6. CITIZENSHIP OR PLACE OF ORGANIZATION USA
7. SOLE VOTING POWER
1,696,054
8. SHARED VOTING POWER
0
9. SOLE DISPOSITIVE POWER
1,696,054
10. SHARED DISPOSITIVE POWER
0
11. AGGREGATE AMOUNT OWNED BY EACH REPORTING PERSON
1,696,054
12. CHECK IF THE AGGREGATE AMOUNT EXCLUDES CERTAIN SHARES []
13. PERCENT OF CLASS REPRESENTED BY ROW 11
8.22%
14. TYPE OF REPORTING PERSON
IA
This statement constitutes amendment No.2 to the Schedule 13D
filed by Bulldog Investors, Phillip Goldstein and Andrew Dakos
on March 19, 2008. Except as specifically set forth
herein, the Schedule 13D remains unmodified.
Item 2 is amended as follows:
Item 2. IDENTITY AND BACKGROUND
This statement is filed on behalf of Bulldog Investors Genereal
Partnership ("BIGP"), 60 Heritage Drive, Pleasantville, NY 10570
BIGP is a general partnership whose business is to make investments
and to take actions deemed necessary to increase the value of its
investments. The managing general partner of BIGP is Kimbal and
Winthrop, Inc., 60 Heritage Drive, Pleasantville, NY 10570. Phillip
Goldstein is President of Kimball and Winthrop, Inc.
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 their website and by
sending material about such investments to an individual who requested
such material. 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, but stayed the imposition of
sanctions until the Massachusetts Superior Court issued a ruling on
the Bulldog Parties motion described in the next paragraph.
On November 15, 2007 the Bulldog Parties filed a timely appeal in
Massachusetts Superior Court of the Secretarys October 17, 2007 order.
On July 18, 2008, as part of the appeal, the Bulldog Parties filed a
motion in Massachusetts Superior Court for summary judgment setting aside
and vacating the Secretarys order. On March 23, 2007 the Bulldog
Parties filed a lawsuit in Massachusetts Superior Court to enjoin the
aforementioned enforcement action on, among others grounds, that it
violates the Bulldog Parties right of free speech under the
First Amendment to the Constitution. On December 21, 2007 the
Massachusetts Superior Court ruled that information communicated by
the Bulldog Parties has not been shown to be either misleading or
related to unlawful activity but denied the Bulldog Parties motion for a
preliminary injunction because the Court is not in the position of
evaluating evidence and making ultimate findings as it would do after trial.
On January 18, 2008 the Bulldog Parties filed a notice of appeal with
the Massachusetts Superior Court of that Courts denial of their motion
for a preliminary injunction. Any appeal from a ruling of the Massachusetts
Superior Court would first be decided by the Appeals Court of Massachusetts or,
at its option, by the Supreme Judicial Court of Massachusetts.
The Bulldog Parties also intend to pursue their First Amendment
Claim at trial.
On March 25, 2008 the Bulldog Parties filed an amended complaint in
Massachusetts Superior Court to include a claim that the Secretary does
not have personal jurisdiction over them. On April 4, 2008 the Secretary
filed a motion to dismiss the Bulldog Parties claim of lack of personal
jurisdiction. On July 18, 2008 the Bulldog Parties filed a motion
in Massachusetts Superior Court (1) for a preliminary injunction on the
grounds that the Secretary does not have personal jurisdiction over them
and (2) for reconsideration of their motion for a preliminary injunction
based on their First Amendment claim.
Item 4 is amended as follows:
ITEM 4. PURPOSE OF TRANSACTION
BIGP believes that it is highly unlikely that any directors of
the Fund can be elected at the 2008 annual meeting.
BIGP may solicit other stockholders to join BIGP in filing a
petition in a Maryland court of equity to dissolve the Fund on
grounds that the stockholders are so divided that directors of
the Fund cannot be elected.
Item 5 is amended as follows:
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
As per the N-CSR dated March 31, 2008 there were
20,628,363 shares of common stock outstanding. The percentage
set forth in item 5 was derived using such number.
a) BIG P and other accounts managed by Phillip Goldstein
beneficially own an aggregate of 1,696,054 shares of PIF or
8.22% of the outstanding shares.
b) Power to vote and dispose of securities resides either with
Mr. Goldstein or clients.
c) During the past 60 days the following shares of PIF were
purchased, unless previously reported (there were no sales):
Trade date # shares Price ($)
6/20/08 3,700 12.62
6/23/08 3,900 12.41
6/24/08 700 12.44
6/24/08 2,225 12.45
6/27/08 4,000 12.54
6/27/08 958 12.49
6/30/08 4,900 12.49
7/01/08 2,500 12.47
7/02/08 7,400 12.49
7/03/08 30,000 12.49
7/07/08 3,700 12.50
7/07/08 300 12.51
7/08/08 6,848 12.50
7/08/08 252 12.50
7/09/08 2,000 12.58
7/10/08 8,600 12.66
7/11/08 10,500 12.69
7/14/08 780 12.67
7/14/08 16,100 12.76
7/15/08 27,500 12.69
7/16/08 16,900 12.76
7/17/08 12,000 12.67
7/18/08 3,000 12.69
7/21/08 40,200 12.65
d) Beneficiaries of managed accounts are entitled to receive any
dividends or sales proceeds.
e) NA
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.
Dated: 7/22/08
By: /s/ Phillip Goldstein
Name: Phillip Goldstein
President, Kimball and Winthrop, Inc.
Managing General Partner, BIGP