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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 1)
Enbridge Energy Management, LLC
.........................................
(Name of Issuer)
COMMON STOCK
.........................................
(Title of Class of Securities)
29250X103
.........................................
(CUSIP Number)
Check the following box if a fee is being paid with this statement [ ]. (A fee
is not required only if the filing person: (1) has a previous statement on file
reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7.)
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter the
disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
SEC 1745 (2-95) PAGE 1 OF 8
CUSIP NO. 29250X103 13G PAGE 2 OF 8 PAGES
.............................................................................
1 NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
(A) KAYNE ANDERSON CAPITAL ADVISORS, L.P. - 95-4486379
(B) RICHARD A. KAYNE - 124-34-0063
.............................................................................
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
.............................................................................
3 SEC USE ONLY
.............................................................................
4 CITIZENSHIP OR PLACE OF ORGANIZATION
IS A CALIFORNIA LIMITED PARTNERSHIP
.............................................................................
5 SOLE VOTING POWER
NUMBER OF 0
SHARES ............................................................
BENEFICIALLY 6 SHARED VOTING POWER
OWNED BY (A) 1,154,695
EACH REPORTING (B) 1,154,695
PERSON WITH ............................................................
7 SOLE DISPOSITIVE POWER
0
............................................................
8 SHARED DISPOSITIVE POWER
(A) 1,154,695
(B) 1,154,695
.............................................................................
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON*
(A) 1,154,695
(B) 1,154,695
.............................................................................
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES* [ ]
.............................................................................
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
(A) 10.21%
(B) 10.21%
.............................................................................
12 TYPE OF REPORTING PERSON*
(A) IA
(B) IN
.............................................................................
*SEE INSTRUCTIONS BEFORE FILLING OUT!
PAGE 2 OF 8
United States
Securities and Exchange Commission
Schedule 13G
*********************
Item 1. (a) Issuer: Enbridge Energy Management, LLC
(b) Address: 1100 Louisiana, Suite 3300
Houston, TX 77002
Item 2. (a) Filing Persons: Kayne Anderson Richard A. Kayne
Capital Advisors, L.P.
(b) Addresses: 1800 Avenue of the Stars, 1800 Avenue of the Stars,
Second Floor Second Floor
Los Angeles, CA 90067 Los Angeles, CA 90067
(c) Citizenship: Kayne Anderson Capital Advisors, L.P. is a
California limited partnership
Richard A. Kayne is a U.S. Citizen
(d) Title of Class
of Securities: Common Stock
(e) Cusip Number: 29250X103
Item 3. If this statement is filed pursuant to Rule 13d-1(b) or 13d-2(b), check
whether the person filing is a:
(e) Kayne Anderson Capital Advisors, L.P., is an investment adviser
registered under section 203 of the Investment Advisers Act of 1940.
Item 4. Ownership
(a) Amount Beneficially Owned:
Kayne Anderson Capital Advisors, L.P. Managed Accounts 1,154,695
Richard A. Kayne 1,154,695
(b) Percent of Class: 10.21%
(c) Number of shares as to which such person has:
(i) sole power to vote or direct to vote 0
(ii) Shared power to vote or direct the vote 1,154,695
(iii) sole power to dispose or direct the disposition 0
(iv) shared power to dispose or direct the disposition of 1,154,695
PAGE 3 OF 8
United States
Securities and Exchange Commission
SCHEDULE 13G
Enbridge Energy Management, LLC (Issuer)
**************************
Item 5. Ownership of Five Percent or Less of a Class If this statement is
being filed to report the fact that as of the date hereof the
reporting persons have ceased to be the beneficial owner of more
than five percent of the class of securities, check the following
[ ].
Not applicable.
Item 6. Ownership of More than Five Percent on Behalf of Another Person.
Not applicable.
Item 7. Identification and Classification of the Subsidiary Which
Acquired the Security Being Reported on By the Parent Holding
Company
Not applicable.
Item 8. Identification and Classification of Members of the Group
Not applicable
Item 9. Notice of Dissolution of Group
Not applicable
Item 10. Certification
By signing below we certify that, to the best of our knowledge
and belief, the securities referred to above were acquired in the
ordinary course of business and were not acquired for the purpose
of and do not have the effect of changing or influencing the
control of the issuer of such securities and were not acquired in
connection with or as a participant in any transaction having
such purposes or effect.
PAGE 4 OF 8
United States
Securities and Exchange Commission
SCHEDULE 13G
Enbridge Energy Management, LLC (Issuer)
**************************
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.
October 28, 2005
-----------------------------------------
Date
/S/ RICHARD A. KAYNE
-----------------------------------------
Richard A. Kayne
KAYNE ANDERSON CAPITAL ADVISORS, L.P.
By: Kayne Anderson Investment Management, Inc.
By: /S/ DAVID J. SHLADOVSKY
--------------------------------
David J. Shladovsky, Secretary
PAGE 5 OF 8
JOINT FILING AGREEMENT PURSUANT TO RULE 13d-1(f)(1)
This agreement is made pursuant to Rule 13d-1(f)(1) under the Securities
Exchange Act of 1934 (the "Act") by and between the parties listed below, each
referred to herein as a "Joint Filer." The Joint Filers agree that a statement
of beneficial ownership as required by Section 13(d) of the Act and the Rules
thereunder may be filed on each of their behalf on Schedule 13D or Schedule 13G,
as appropriate, and that said joint filing may thereafter be amended by further
joint filings. The Joint Filers state that they each satisfy the requirements
for making a joint filing under Rule 13d-1.
October 28, 2005
-----------------------------------------
Date
/S/ RICHARD A. KAYNE
-----------------------------------------
Richard A. Kayne
KAYNE ANDERSON CAPITAL ADVISORS, L.P.
By: Kayne Anderson Investment Management, Inc.
By: /S/ DAVID J. SHLADOVSKY
------------------------------
David J. Shladovsky, Secretary
PAGE 6 OF 8
United States
Securities and Exchange Commission
SCHEDULE 13G
(cover page)
Enbridge Energy Management, LLC (Issuer)
**************************
Box 9. The reported shares are owned by investment accounts (investment
limited partnerships, a registered investment company and
institutional accounts) managed, with discretion to purchase or sell
securities, by Kayne Anderson Capital Advisors, L.P., as a
registered investment adviser.
Kayne Anderson Capital Advisors, L.P. is the general partner (or
general partner of the general partner) of the limited partnerships
and investment adviser to the other accounts. Richard A. Kayne is
the controlling shareholder of the corporate owner of Kayne Anderson
Investment Management, Inc., the general partner of Kayne Anderson
Capital Advisors, L.P. Mr. Kayne is also a limited partner of each
of the limited partnerships and a shareholder of the registered
investment company. Kayne Anderson Capital Advisors, L.P. disclaims
beneficial ownership of the shares reported, except those shares
attributable to it by virtue of its general partner interests in the
limited partnerships. Mr. Kayne disclaims beneficial ownership of
the shares reported, except those shares held by him or attributable
to him by virtue of his limited partnership interests in the limited
partnerships, his indirect interest in the interest of Kayne
Anderson Capital Advisors, L.P. in the limited partnerships, and his
ownership of common stock of the registered investment company.
PAGE 7 OF 8
UNDERTAKING
The undersigned agree jointly to file the attached Statement of Beneficial
Ownership on Schedule 13G with the U.S. Securities Exchange Commission and
Enbridge Energy Management, LLC.
Dated: October 28, 2005
/S/ RICHARD A. KAYNE
-----------------------------------------
Richard A. Kayne
KAYNE ANDERSON CAPITAL ADVISORS, L.P.
By: Kayne Anderson Investment Management, Inc.
By: /S/ DAVID J. SHLADOVSKY
-------------------------------
David J. Shladovsky, Secretary
PAGE 8 OF 8