<SEC-DOCUMENT>0000844779-16-000233.txt : 20160928
<SEC-HEADER>0000844779-16-000233.hdr.sgml : 20160928
<ACCEPTANCE-DATETIME>20160928105625
ACCESSION NUMBER:		0000844779-16-000233
CONFORMED SUBMISSION TYPE:	NSAR-B
PUBLIC DOCUMENT COUNT:		7
CONFORMED PERIOD OF REPORT:	20160731
FILED AS OF DATE:		20160928
DATE AS OF CHANGE:		20160928
EFFECTIVENESS DATE:		20160928

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			BLACKROCK MUNIHOLDINGS QUALITY FUND II, INC.
		CENTRAL INDEX KEY:			0001071899
		IRS NUMBER:				223636347
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		NSAR-B
		SEC ACT:		1940 Act
		SEC FILE NUMBER:	811-09191
		FILM NUMBER:		161906008

	BUSINESS ADDRESS:	
		STREET 1:		100 BELLEVUE PARKWAY
		CITY:			WILMINGTON
		STATE:			DE
		ZIP:			19809
		BUSINESS PHONE:		800-441-7762

	MAIL ADDRESS:	
		STREET 1:		100 BELLEVUE PARKWAY
		CITY:			WILMINGTON
		STATE:			DE
		ZIP:			19809

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	BLACKROCK MUNIHOLDINGS INSURED FUND II, INC.
		DATE OF NAME CHANGE:	20080619

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	MUNIHOLDINGS INSURED FUND II INC
		DATE OF NAME CHANGE:	19981009
</SEC-HEADER>
<DOCUMENT>
<TYPE>NSAR-B
<SEQUENCE>1
<FILENAME>answer.fil
<TEXT>
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000 F000000 Y
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001 A000000 BLACKROCK MUNIHOLDINGS QUALITY FUND II, INC.
001 B000000 811-09191
001 C000000 8004417762
002 A000000 100 BELLEVUE PARKWAY
002 B000000 WILMINGTON
002 C000000 DE
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012 A000001 COMPUTERSHARE TRUST COMPANY, N.A. (COMMON)
012 B000001 85-11340
012 C010001 CANTON
012 C020001 MA
012 C030001 02021
012 A000002 THE BANK OF NEW YORK MELLON (PREFERRED)
012 B000002 85-05006
012 C010002 NEW YORK
012 C020002 NY
012 C030002 10289
013 A000001 DELOITTE & TOUCHE LLP
013 B010001 BOSTON
013 B020001 MA
013 B030001 02116
014 A000001 BLACKROCK EXECUTION SERVICES
014 B000001 8-48719
014 A000002 BLACKROCK INVESTMENTS, LLC
014 B000002 8-48436
014 A000003 HARRIS WILLIAMS LLC
014 B000003 8-53380
014 A000004 PNC CAPITAL MARKETS, INC.
014 B000004 8-32493
<PAGE>      PAGE  2
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014 B000005 8-66195
014 A000006 SOLEBURY CAPITAL, LLC
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022 A000001 BLACKROCK LIQUIDITY FUNDS, MUNICASH
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022 B000002 22-2509978
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022 A000003 JEFFERIES & COMPANY INC
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022 A000004 OPPENHEIMER + CO. INC.
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022 A000005 CITIGROUP GLOBAL MARKETS INC
022 B000005 11-2418191
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022 A000009 BARCLAYS CAPITAL INC.
<PAGE>      PAGE  3
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022 C000009      7740
022 D000009      4154
022 A000010 RAYMOND JAMES & ASSOCIATES, INC.
022 B000010 59-1237041
022 C000010      4309
022 D000010      5715
023 C000000     163555
023 D000000     145115
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080 B000000 St. Paul Fire & Marine Insurance Company
080 C000000    61025
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SIGNATURE   NEAL J. ANDREWS
TITLE       CFO

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.77O RULE 10F-3
<SEQUENCE>2
<FILENAME>illtoll77o.txt
<TEXT>
<PAGE>

                                                                       [LOGO]
                                                                    BLACKROCK

Rule 10f-3 Transaction Form

Acquisition of Securities During Affiliated Underwritings

PARTICIPATING FUNDS

..  U.S. Registered Funds (Name of Fund, Aladdin Ticker):
   ISHARES NATIONAL AMT-FREE MUNI BOND ETF (ISHMUNI)
   BlackRock Strategic Municipal Opportunities Fund of BlackRock Series Trust
   (BR-SMO-MAC)
   BlackRock Municipal Income Investment Quality Trust (BAF)
   BlackRock National Municipal Fund of Blackrock Municipal Bond Fund,
   Inc.( BR-NATL)
   BlackRock Long-Term Municipal Advantage Trust (BTA)
   BlackRock Municipal Income Quality Trust (BYM)
   BlackRock MuniEnhanced Fund, Inc. (MEN)
   BlackRock MuniYield Quality Fund II, Inc. (MQT)
   BlackRock MuniYield Quality Fund, Inc. (MQY)
   BlackRock MuniHoldings Quality Fund II, Inc. (MUE)
   BlackRock MuniVest Fund, Inc. (MVF)
   BlackRock MuniYield Quality Fund III, Inc. (MYI)

THE OFFERING

KEY CHARACTERISTICS (COMPLETE ALL FIELDS)

Date of Offering Commencement:  11-19-2015

Security Type:                  BND/MUNI

Issuer                          The Illinois State Toll Highway Authority-Toll
                                highway senior revenue bonds, 2015-B

Selling Underwriter             SAMUEL A. RAMIREZ & CO., INC

Affiliated Underwriter(s)       [X] PNC Capital Markets LLC
                                [_] Other:

List of Underwriter(s)          Barclays Capital Inc, Ramirez & Co., Inc.,
                                J.P. Morgan Securities LLC, Goldman, Sachs &
                                Co, Fifth Third Securities, Inc., Oppenheimer
                                & Co., Piper Jaffray & Co., PNC Capital
                                Markets LLC, Stifel, Nicolaus & Company, Inc.

TRANSACTION DETAILS

Date of Purchase      11-19-2015

<TABLE>
<S>                       <C>       <C>                                    <C>
Purchase Price/Share      $112.243  Total Commission, Spread or Profit
(PER SHARE / % OF PAR)       (3.54)
                          $111.795                                         0.2898
                             (3.59)
                          $111.260
                             (3.65)
</TABLE>

                                  Page 1 of 2

<PAGE>

Rule 10f-3 Report - Definitions                                         [LOGO]
                                                                     BLACKROCK


<TABLE>
<S>                                                                <C>
1. Aggregate Principal Amount Purchased (a+b)                      $ 42,000,000
                                                                   ------------
   a. US Registered Funds
      (Appendix attached with individual Fund/Client purchase)     $ 40,000,000
                                                                   ------------
   b. Other BlackRock Clients                                      $  2,000,000
                                                                   ------------
2. Aggregate Principal Amount of Offering                          $400,000,000
                                                                   ------------
FUND RATIO
[Divide Sum of #1 by #2]
Must be less than 0.25                                                   0.1050
</TABLE>

LEGAL REQUIREMENTS

OFFERING TYPE (CHECK ONE)

The securities fall into one of the following transaction types (see
Definitions):

[_]  U.S. Registered Public Offering.. [Issuer must have 3 years of continuous
                                       operations]
[_]  Eligible Rule 144A Offering...... [Issuer must have 3 years of continuous
                                       operations]
[X]  Eligible Municipal Securities
[_]  Eligible Foreign Offering........ [Issuer must have 3 years of continuous
                                       operations]
[_]  Government Securities Offering... [Issuer must have 3 years of continuous
                                       operations]

TIMING AND PRICE (CHECK ONE OR BOTH)

[X]  The securities were purchased before the end of the first day on which any
     sales were made, at a price that was not more than the price paid by each
     other purchaser of securities in that offering or in any concurrent
     offering of the securities; and

[_]  If the securities are offered for subscription upon exercise of rights,
     the securities were purchased on or before the fourth day before the day
     on which the rights offering terminated.

FIRM COMMITMENT OFFERING (CHECK ONE)

[X] YES  The securities were offered pursuant to an underwriting or similar
[_] NO   agreement under which the underwriters were committed to purchase all
         of the securities being offered, except those purchased by others
         pursuant to a rights offering, if the underwriters purchased any of
         the securities.

NO BENEFIT TO AFFILIATED UNDERWRITER (CHECK ONE)

[X] YES  No affiliated underwriter was a direct or indirect participant in, or
[_] NO   benefited directly or indirectly from, the transaction.

Completed by:  Dipankar Banerjee                              Date: 11-24-2015
               ------------------------------------
               Global Syndicate Team Member

Approved by:   Steven DeLaura                                 Date: 11-24-2015
               ------------------------------------
               Global Syndicate Team Member

<PAGE>

Rule 10f-3 Report - Definitions                                         [LOGO]
                                                                     BLACKROCK

DEFINITIONS

TERM                       DEFINITION
Fund Ratio                 Number appearing at the bottom of page 1 of 2 of
                           the Rule 10f-3 Report form. It is the sum of the
                           Funds' participation in the offering by the Funds
                           and other accounts managed by BlackRock divided by
                           the total amount of the offering.

Eligible Foreign Offering  The securities are sold in a public offering
                           conducted under the laws of a country other than
                           the United States and

                           (a)  the offering is subject to regulation in such
                                country by a "foreign financial regulatory
                                authority," as defined in Section 2(a)(50) of
                                the Investment Company Act of 1940;

                           (b)  the securities were offered at a fixed price
                                to all purchasers in the offering (except for
                                any rights to purchase securities that are
                                required by law to be granted to existing
                                security holders of the issuer);

                           (c)  financial statements, prepared and audited as
                                required or permitted by the appropriate
                                foreign financial regulatory authority in such
                                country, for the two years prior to the
                                offering, were made available to the public
                                and prospective purchasers in connection with
                                the offering; and

                           (d)  if the issuer is a "domestic issuer," i.e.,
                                other than a foreign government, a national of
                                any foreign country, or a corporation or other
                                organization incorporated or organized under
                                the laws of any foreign country, it (1) has a
                                class of securities registered pursuant to
                                section 12(b) or 12(g) of the Securities
                                Exchange Act of 1934 or is required to file
                                reports pursuant to section 15(d) of that act,
                                and (2) has filed all the material required to
                                be filed pursuant to section 13(a) or 15(d) of
                                that act for a period of at least 12 months
                                immediately preceding the sale of securities
                                (or for such shorter period that the issuer
                                was required to file such material)

<PAGE>

Rule 10f-3 Report - Definitions                                         [LOGO]
                                                                     BLACKROCK


TERM                            DEFINITION
Eligible Municipal Securities   The securities:

                                (a)  are direct obligations of, or obligations
                                     guaranteed as to principal or interest
                                     by, a State or any political subdivision
                                     thereof, or any agency or instrumentality
                                     of a State or any political subdivision
                                     thereof, or any municipal corporate
                                     instrumentality of one or more States, or
                                     any security which is an industrial
                                     development bond (as defined in
                                     section 103(c)(2) of Title 26) the
                                     interest on which is excludable from
                                     gross income under certain provisions of
                                     the Internal Revenue Code;

                                (b)  are sufficiently liquid that they can be
                                     sold at or near their carrying value
                                     within a reasonably short period of time;
                                     and

                                (c)  either

                                     (1)  are subject to no greater than
                                          moderate credit risk; or

                                     (2)  if the issuer of the municipal
                                          securities, or the entity supplying
                                          the revenues or other payments from
                                          which the issue is to be paid, has
                                          been in continuous operation for
                                          less than three years, including the
                                          operation of any predecessors, the
                                          securities are subject to a minimal
                                          or low amount of credit risk.

                                Also, purchases of municipal securities may
                                not be designated as group sales or otherwise
                                allocated to the account of any prohibited
                                seller (i.e., an affiliated underwriter).

Eligible Rule 144A Offering     The securities are sold in an offering where

                                (a)  the securities are offered or sold in
                                     transactions exempt from registration
                                     under Section 4(2) of the Securities Act
                                     of 1933, Rule 144A thereunder, or
                                     Rules 501-508 thereunder;

                                (b)  the securities were sold to persons that
                                     the seller and any person acting on
                                     behalf of the seller reasonably believe
                                     to include qualified institutional
                                     buyers, as defined in Rule 144A ("QIBs");
                                     and

                                (c)  the seller and any person acting on
                                     behalf of the seller reasonably believe
                                     that the securities are eligible for
                                     resale to other QIBs pursuant to
                                     Rule 144A.

Government Securities Offering  The security is issued or guaranteed as to
                                principal or interest by the United States, or
                                by a person controlled or supervised by and
                                acting as an instrumentality of the Government
                                of the United States pursuant to authority
                                granted by the Congress of the United States;
                                or any certificate of deposit for any of the
                                foregoing.

<PAGE>

Rule 10f-3 Report - Definitions                                         [LOGO]
                                                                     BLACKROCK


TERM                              DEFINITION
U.S. Registered Public Offering.  The securities offered are registered
                                  under the Securities Act of 1933 that are
                                  being offered to the public.

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.77B ACCT LTTR
<SEQUENCE>3
<FILENAME>mh477b.txt
<TEXT>
<PAGE>

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

TO THE SHAREHOLDERS AND BOARD OF DIRECTORS OF BLACKROCK MUNIHOLDINGS QUALITY
FUND II, INC., BLACKROCK MUNIYIELD CALIFORNIA QUALITY FUND, INC., BLACKROCK
MUNIYIELD NEW YORK QUALITY FUND, INC. AND BLACKROCK MUNIYIELD QUALITY FUND III,
INC.:

In planning and performing our audits of the financial statements of BlackRock
MuniHoldings Quality Fund II, Inc., BlackRock MuniYield California Quality
Fund, Inc., BlackRock MuniYield New York Quality Fund, Inc. and BlackRock
MuniYield Quality Fund III, Inc. (individually a "Fund" and collectively, the
"Funds"), as of and for the year ended July 31, 2016, in accordance with the
standards of the Public Company Accounting Oversight Board (United States), we
considered the Funds' internal control over financial reporting, including
controls over safeguarding securities, as a basis for designing our auditing
procedures for the purpose of expressing our opinion on the financial
statements and to comply with the requirements of Form N-SAR, but not for the
purpose of expressing an opinion on the effectiveness of the Funds' internal
control over financial reporting. Accordingly, we express no such opinion.

The management of the Funds is responsible for establishing and maintaining
effective internal control over financial reporting. In fulfilling this
responsibility, estimates and judgments by management are required to assess
the expected benefits and related costs of controls. A Fund's internal control
over financial reporting is a process designed to provide reasonable assurance
regarding the reliability of financial reporting and the preparation of
financial statements for external purposes in accordance with generally
accepted accounting principles. A fund's internal control over financial
reporting includes those policies and procedures that (1) pertain to the
maintenance of records that, in reasonable detail, accurately and fairly
reflect the transactions and dispositions of the assets of the fund; (2)
provide reasonable assurance that transactions are recorded as necessary to
permit preparation of financial statements in accordance with generally
accepted accounting principles, and that receipts and expenditures of the Funds
are being made only in accordance with authorizations of management and
directors of the Funds; and (3) provide reasonable assurance regarding
prevention or timely detection of unauthorized acquisition, use, or disposition
of a Fund's assets that could have a material effect on the financial
statements.

Because of its inherent limitations, internal control over financial reporting
may not prevent or detect misstatements. Also, projections of any evaluation of
effectiveness to future periods are subject to the risk that controls may
become inadequate because of changes in conditions or that the degree of
compliance with the policies or procedures may deteriorate.

A deficiency in internal control over financial reporting exists when the
design or operation of a control does not allow management or employees, in the
normal course of performing their assigned functions, to prevent or detect
misstatements on a timely basis. A material weakness is a deficiency, or a
combination of deficiencies, in internal control over financial reporting, such
that there is a reasonable possibility that a material misstatement of the
Funds' annual or interim financial statements will not be prevented or detected
on a timely basis.

Our consideration of the Funds' internal control over financial reporting was
for the limited purpose described in the first paragraph and would not
necessarily disclose all deficiencies in internal control that might be
material weaknesses under standards established by the Public Company
Accounting Oversight Board (United States). However, we noted no deficiencies
in the Funds' internal control over financial reporting and its operation,
including controls for safeguarding securities, that we consider to be a
material weakness, as defined above, as of July 31, 2016.

This report is intended solely for the information and use of management and
the Board of Directors of BlackRock MuniHoldings Quality Fund II, Inc.,
BlackRock MuniYield California Quality Fund, Inc., BlackRock MuniYield New York
Quality Fund, Inc. and BlackRock MuniYield Quality Fund III, Inc., and the
Securities and Exchange Commission and is not intended to be and should not be
used by anyone other than these specified parties.

/s/ Deloitte & Touche LLP
Boston, Massachusetts
September 26, 2016
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.77I NEW SECUR
<SEQUENCE>4
<FILENAME>mue77i.txt
<TEXT>
<PAGE>

           BlackRock MuniHoldings Quality Fund II, Inc. (the "Fund")
                              File No. 811-09191
        Item No. 77I (Terms of New or Amended Securities) -- Attachment

A copy of the Articles of Amendment Amending the Articles Supplementary
Establishing and Fixing the Rights and Preferences of Variable Rate Muni Term
Preferred Shares is attached under Sub-Item 77Q1(a).
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.77Q1 OTHR EXHB
<SEQUENCE>5
<FILENAME>mue77q1a.txt
<TEXT>
<PAGE>

           BlackRock MuniHoldings Quality Fund II, Inc. (the "Fund")
                              File No. 811-09191
  Item No. 77Q1(a) (Copies of Material Amendments to Registrant's Charter or
                            By-laws) -- Attachment

Attached please find as an exhibit under Sub-Item 77Q1(a) of Form N-SAR, a copy
of the Fund's Articles of Amendment Amending the Articles Supplementary
Establishing and Fixing the Rights and Preferences of Variable Rate Muni Term
Preferred Shares filed with the State Department of Assessments and Taxation of
Maryland on April 12, 2016.

<PAGE>

                                                                Exhibit 77Q1(a)

                 BLACKROCK MUNIHOLDINGS QUALITY FUND II, INC.

                             ARTICLES OF AMENDMENT

               AMENDING THE ARTICLES SUPPLEMENTARY ESTABLISHING
                   AND FIXING THE RIGHTS AND PREFERENCES OF
                   VARIABLE RATE MUNI TERM PREFERRED SHARES

   This is to certify that

   First: The charter of BlackRock MuniHoldings Quality Fund II, Inc., a
Maryland corporation (the "Corporation"), is amended by these Articles of
Amendment, which amend the Articles Supplementary Establishing and Fixing the
Rights and Preferences of Variable Rate Muni Term Preferred Shares, dated as of
December 15, 2011, as amended on June 30, 2014 and on June 30, 2015 (together,
the "Articles Supplementary").

   Second: The charter of the Corporation is hereby amended by deleting
Appendix A to the Articles Supplementary and replacing it with the Appendix A
attached hereto.

   Third: These Articles of Amendment shall be effective as of April 13, 2016.

   Fourth: The amendment to the charter of the Corporation as set forth above
in these Articles of Amendment has been duly advised by the board of directors
of the Corporation and approved by the stockholders of the Corporation as and
to the extent required by law and in accordance with the charter of the
Corporation.

                           [SIGNATURE PAGE FOLLOWS]

<PAGE>

   IN WITNESS WHEREOF, BlackRock MuniHoldings Quality Fund II, Inc. has caused
these Articles of Amendment to be signed as of April 13, 2016 in its name and
on its behalf by the person named below who acknowledges that these Articles of
Amendment are the act of the Corporation and, to the best of such person's
knowledge, information and belief and under penalties for perjury, all matters
and facts contained in these Articles of Amendment are true in all material
respects.

                                     BLACKROCK MUNIHOLDINGS QUALITY
                                     FUND II, INC.

                                     By:  /s/ Jonathan Diorio
                                          --------------------------------------
                                          Name:   Jonathan Diorio
                                          Title:  Vice President

ATTEST:

/s/ Janey Ahn
----------------------------------
Name:   Janey Ahn
Title:  Secretary

<PAGE>

                                                                     APPENDIX A

                                ELIGIBLE ASSETS

On the Date of Original Issue and at all times thereafter that the VMTP
Preferred Shares are Outstanding:

1. "Eligible Assets" are defined to consist only of assets that conform to the
   following requirements as of the time of investment:

    A. Debt obligations. The following debt obligations which are not in
       payment default at the time of investment:

       i. "Municipal securities," defined as obligations of a State, the
          District of Columbia, a U.S. territory, or a political subdivision
          thereof and including general obligations, limited obligation bonds,
          revenue bonds, and obligations that satisfy the requirements of
          section 142(b)(1) of the Internal Revenue Code of 1986 issued by or
          on behalf of any State, the District of Columbia, any U.S. territory
          or any political subdivision thereof, including any municipal
          corporate instrumentality of 1 or more States, or any public agency
          or authority of any State, the District of Columbia, any U.S.
          territory or any political subdivision thereof. The purchase of any
          municipal security will be based upon the Investment Adviser's
          assessment of an asset's relative value in terms of current yield,
          price, credit quality, and future prospects; and the Investment
          Adviser will monitor the creditworthiness of the Corporation's
          portfolio investments and analyze economic, political and demographic
          trends affecting the markets for such assets.

       ii.Debt obligations of the United States.

      iii.Debt obligations issued, insured, or guaranteed by a department or an
          agency of the U.S. Government, if the obligation, insurance, or
          guarantee commits the full faith and credit of the United States for
          the repayment of the obligation.

       iv.Debt obligations of the Washington Metropolitan Area Transit
          Authority guaranteed by the Secretary of Transportation under
          Section 9 of the National Capital Transportation Act of 1969.

       v. Debt obligations of the Federal Home Loan Banks.

       vi.Debt obligations, participations or other instruments of or issued by
          the Federal National Mortgage Association or the Government National
          Mortgage Association.

<PAGE>

      vii.Debt obligations which are or ever have been sold by the Federal Home
          Loan Mortgage Corporation pursuant to sections 305 or 306 of the
          Federal Home Loan Mortgage Corporation Act.

     viii.Debt obligations of any agency named in 12 U.S.C. (S) 24(Seventh) as
          eligible to issue obligations that a national bank may underwrite,
          deal in, purchase and sell for the bank's own account, including
          qualified Canadian government obligations.

       ix.Debt obligations of issuers other than those specified in (i) through
          (viii) above that are rated in one of the three highest rating
          categories by two or more NRSROs, or by one NRSRO if the security has
          been rated by only one NRSRO, and which have been determined by the
          Corporation, based on the Corporation's internal credit due
          diligence, to be securities where the issuer has adequate capacity to
          meet financial commitments under the security for the projected life
          of the security such that the lack of default on the security such
          that the risk of default on the security is low, and the full and
          timely repayment of principal and interest is expected, and that are
          "marketable". For these purposes, an obligation is "marketable" if:

          .   it is registered under the Securities Act;

          .   it is offered and sold pursuant to Securities and Exchange
              Commission Rule 144A; 17 CFR 230.144A; or

          .   it can be sold with reasonable promptness at a price that
              corresponds reasonably to its fair value.

       x. Certificates or other securities evidencing ownership interests in a
          municipal bond trust structure (generally referred to as a tender
          option bond structure) that invests in (a) debt obligations of the
          types described in (i) above or (b) depository receipts reflecting
          ownership interests in accounts holding debt obligations of the types
          described in (i) above.

An asset shall not fail to qualify as an Eligible Asset solely by virtue of the
fact that:

          .   it provides for repayment of principal and interest in any form
              including fixed and floating rate, zero interest, capital
              appreciation, discount, leases, and payment in kind; or

          .   it is for long-term or short-term financing purposes.

    B. Derivatives

       i. Interest rate derivatives; or

<PAGE>

       ii.Swaps, credit default swaps, futures, forwards, structured notes,
          options and swaptions related to Eligible Assets or on an index
          related to Eligible Assets.

    C. Other Assets

       i. (A) Shares of other investment companies registered under Section 8
          of the Investment Company Act of 1940 (open- or closed-end funds and
          ETFs) the assets of which consist entirely of Eligible Assets based
          on the Investment Adviser's assessment of the assets of each such
          investment company taking into account the investment company's most
          recent publicly available schedule of investments and publicly
          disclosed investment policies.

          (B) Notwithstanding Paragraph C.i.(A) above, the Trust shall be
          permitted, subject to Applicable Law, to invest up to five percent
          (5%) of the Trust's Managed Assets as of the time of investment in
          securities issued by a money-market fund (each, an "Eligible
          Money-Market Fund") that is (a) registered under the Investment
          Company Act of 1940, and (b) affiliated with the Investment Adviser;
          provided that if the Investment Advisor represents that the Eligible
          Money-Market Fund meets the requirements of Paragraph C.i.(A) above,
          the amount of such Managed Assets invested in any such Eligible
          Money-Market Fund meeting the requirements of Paragraph C.i.(A) above
          shall be excluded from the foregoing five percent (5%) limitation.

       ii.Cash.

      iii.Repurchase agreements on assets described in A above.

       iv.Taxable fixed-income securities issued by an issuer described in
          Paragraph 1(A) (a "Permitted Issuer") that are not in default at the
          time of acquisition, acquired for the purpose of influencing control
          over such Permitted Issuer or creditor group of municipal bonds of
          such Permitted Issuer (a) the Corporation already owns and (b) which
          have deteriorated or are expected shortly to deteriorate, with the
          expectation that such investment should enable the Corporation to
          better maximize the value of its existing investment in such issuer,
          provided that the taxable fixed-income securities of such issuer so
          acquired do not constitute more than 0.5% of the Corporation's
          Managed Assets as of the time of investment.

2. At any time that VMTP Preferred Shares are outstanding, for any investment
   company the securities of which are held by the Corporation, the Corporation
   will provide or make available the following information to the Holders
   within 10 days after the public quarterly release of such information and on
   the Date of Original Issue (for the reporting period having ended most
   recently prior to the closing):

<PAGE>

    i. the identity of the investment company and the CUSIP Number, the number
       of shares owned, as of the end of the prior quarter, and the percentage
       of the investment company's equity represented by the Corporation's
       investment, as of the end of the prior quarter;

    ii.other than in the case of an investment in an Eligible Money-Market
       Fund, a representation that each such investment company invests solely
       in "Eligible Assets," which representation may be based upon the
       affirmative representation of the underlying investment company's
       investment adviser; and

   iii.other than in the case of an investment in an Eligible Money-Market
       Fund, the information contained in the most recently released financial
       statements of each such underlying investment company relating to the
       portfolio holdings of each such investment company.
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.77Q1 OTHR EXHB
<SEQUENCE>6
<FILENAME>mue77q1d.txt
<TEXT>
<PAGE>

           BlackRock MuniHoldings Quality Fund II, Inc. (the "Fund")
                              File No. 811-09191
    Item No. 77Q1(d) (Copies of All Constituent Instruments Referred to in
                          Sub-Item 77I) -- Attachment

A copy of the Articles of Amendment Amending the Articles Supplementary
Establishing and Fixing the Rights and Preferences of Variable Rate Muni Term
Preferred Shares is attached under Sub-Item 77Q1(a).
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.77O RULE 10F-3
<SEQUENCE>7
<FILENAME>patoll77o.txt
<TEXT>
<PAGE>

                                                               [LOGO] BLACKROCK
Rule 10f-3 Transaction Form

Acquisition of Securities During Affiliated Underwritings

PARTICIPATING FUNDS

..  U.S. Registered Funds (Name of Fund, Aladdin Ticker):
   ISHARES NATIONAL AMT-FREE MUNI BOND ETF (ISHMUNI)
   BlackRock Muni Intermediate Duration Fund, Inc. (MUI)
   BlackRock Municipal Income Investment Quality Trust (BAF)
   BlackRock Municipal Income Investment Trust (BBF)
   BlackRock Municipal Bond Investment Trust (BIE)
   BlackRock MuniHoldings Investment Quality Fund (MFL)
   BlackRock MuniYield Investment Quality Fund (MFT)
   BlackRock MuniHoldings Quality Fund II, Inc. (MUE)
   BlackRock MuniHoldings Quality Fund, Inc. (MUS)
   BlackRock MuniYield Investment Fund (MYF)

THE OFFERING

KEY CHARACTERISTICS (COMPLETE ALL FIELDS)

<TABLE>
<C>                             <S>
Date of Offering Commencement:  12-02-2015

Security Type:                  BND/MUNI

Issuer                          Pennsylvania Turnpike Commission Turnpike Senior Revenue Bonds,
                                Series B of 2015

Selling Underwriter             RBC Capital Markets

Affiliated Underwriter(s)       [X] PNC Capital Markets LLC
                                [_] Other:

List of Underwriter(s)          RBC Capital Markets, Janney Montgomery Scott LLC , Siebert
                                Brandford Shank & Co., Boenning & Scattergood, Inc., PNC Capital
                                Markets LLC, Wells Fargo Securities
</TABLE>

TRANSACTION DETAILS

<TABLE>
<C>               <S>
Date of Purchase      12-02-2015
</TABLE>

<TABLE>
<S>                     <C>       <C>                                 <C>
Purchase Price/Share    $115.333  Total Commission, Spread or Profit  0.389%
(PER SHARE / % OF PAR)     (3.19)
                        $111.625
                           (3.60)
</TABLE>

<TABLE>
<S>                                                                <C>
1. Aggregate Principal Amount Purchased (a+b)                      $12,205,000
                                                                   -----------
   a. US Registered Funds
      (Appendix attached with individual Fund/Client purchase)     $9,790,000
                                                                   -----------
   b. Other BlackRock Clients                                      $2,415,000
                                                                   -----------
</TABLE>

                                  Page 1 of 2

<PAGE>

 Rule 10f-3 Report - Definitions                              [LOGO] BLACKROCK


<TABLE>
<S>                                                               <C>
2. Aggregate Principal Amount of Offering                         $304,005,000
                                                                  ------------
FUND RATIO
[Divide Sum of #1 by #2]
Must be less than 0.25                                                 0.04015
                                                                  ------------
</TABLE>
LEGAL REQUIREMENTS

OFFERING TYPE (CHECK ONE)

The securities fall into one of the following transaction types (see
Definitions):
[_]U.S. Registered Public Offering....... [Issuer must have 3 years of
                                          continuous operations]
[_]Eligible Rule 144A Offering........... [Issuer must have 3 years of
                                          continuous operations]
[X]Eligible Municipal Securities
[_]Eligible Foreign Offering............. [Issuer must have 3 years of
                                          continuous operations]
[_]Government Securities Offering........ [Issuer must have 3 years of
                                          continuous operations]

TIMING AND PRICE (CHECK ONE OR BOTH)

<TABLE>
<S><C>
[X]The securities were purchased before the end of the first day on which any sales
   were made, at a price that was not more than the price paid by each other
   purchaser of securities in that offering or in any concurrent offering of the
   securities; and

[_]If the securities are offered for subscription upon exercise of rights, the
   securities were purchased on or before the fourth day before the day on which the
   rights offering terminated.
</TABLE>

FIRM COMMITMENT OFFERING (CHECK ONE)

<TABLE>
<C>  <C>  <S>
[X]  YES  The securities were offered pursuant to an underwriting or similar agreement under
          which the underwriters were committed to purchase all of the securities being
          offered, except those purchased by others pursuant to a rights offering, if the
[_]  NO   underwriters purchased any of the securities.
</TABLE>

NO BENEFIT TO AFFILIATED UNDERWRITER (CHECK ONE)

<TABLE>
<C>  <C> <S>
[X]  YES No affiliated underwriter was a direct or indirect participant in, or benefited
[_]  NO  directly or indirectly from, the transaction.
</TABLE>

<TABLE>
<C>            <S>                              <C>
Completed by:  Dipankar Banerjee                Date:12-23-2015
               -------------------------------
               Global Syndicate Team Member

Approved by:   Betsy Mathews, Steven DeLaura    Date:12-23-2015
               -------------------------------
               Global Syndicate Team Member
</TABLE>

<PAGE>

Rule 10f-3 Report - Definitions                                         [LOGO]
                                                                     BLACKROCK

DEFINITIONS

TERM                                                DEFINITION
Fund Ratio                             Number appearing at the bottom of
                                       page 1 of 2 of the Rule 10f-3 Report
                                       form. It is the sum of the Funds'
                                       participation in the offering by the
                                       Funds and other accounts managed by
                                       BlackRock divided by the total amount
                                       of the offering.

Eligible Foreign Offering              The securities are sold in a public
                                       offering conducted under the laws of
                                       a country other than the United
                                       States and

                                       (a)the offering is subject to
                                          regulation in such country by a
                                          "foreign financial regulatory
                                          authority," as defined in Section
                                          2(a)(50) of the Investment Company
                                          Act of 1940;

                                       (b)the securities were offered at a
                                          fixed price to all purchasers in
                                          the offering (except for any
                                          rights to purchase securities that
                                          are required by law to be granted
                                          to existing security holders of
                                          the issuer);

                                       (c)financial statements, prepared and
                                          audited as required or permitted
                                          by the appropriate foreign
                                          financial regulatory authority in
                                          such country, for the two years
                                          prior to the offering, were made
                                          available to the public and
                                          prospective purchasers in
                                          connection with the offering; and

                                       (d)if the issuer is a "domestic
                                          issuer," i.e., other than a
                                          foreign government, a national of
                                          any foreign country, or a
                                          corporation or other organization
                                          incorporated or organized under
                                          the laws of any foreign country,
                                          it (1) has a class of securities
                                          registered pursuant to section
                                          12(b) or 12(g) of the Securities
                                          Exchange Act of 1934 or is
                                          required to file reports pursuant
                                          to section 15(d) of that act, and
                                          (2) has filed all the material
                                          required to be filed pursuant to
                                          section 13(a) or 15(d) of that act
                                          for a period of at least 12 months
                                          immediately preceding the sale of
                                          securities (or for such shorter
                                          period that the issuer was
                                          required to file such material)

<PAGE>

Rule 10f-3 Report - Definitions                                         [LOGO]
                                                                     BLACKROCK


TERM                                                DEFINITION
Eligible Municipal Securities          The securities:

                                       (a)are direct obligations of, or
                                          obligations guaranteed as to
                                          principal or interest by, a State
                                          or any political subdivision
                                          thereof, or any agency or
                                          instrumentality of a State or any
                                          political subdivision thereof, or
                                          any municipal corporate
                                          instrumentality of one or more
                                          States, or any security which is
                                          an industrial development bond (as
                                          defined in section 103(c)(2) of
                                          Title 26) the interest on which is
                                          excludable from gross income under
                                          certain provisions of the Internal
                                          Revenue Code;

                                       (b)are sufficiently liquid that they
                                          can be sold at or near their
                                          carrying value within a reasonably
                                          short period of time; and

                                       (c)either

                                           (1)are subject to no greater than
                                              moderate credit risk; or

                                           (2)if the issuer of the municipal
                                              securities, or the entity
                                              supplying the revenues or
                                              other payments from which the
                                              issue is to be paid, has been
                                              in continuous operation for
                                              less than three years,
                                              including the operation of any
                                              predecessors, the securities
                                              are subject to a minimal or
                                              low amount of credit risk.

                                       Also, purchases of municipal
                                       securities may not be designated as
                                       group sales or otherwise allocated to
                                       the account of any prohibited seller
                                       (i.e., an affiliated underwriter).

Eligible Rule 144A Offering            The securities are sold in an
                                       offering where

                                       (a)the securities are offered or sold
                                          in transactions exempt from
                                          registration under Section 4(2) of
                                          the Securities Act of 1933, Rule
                                          144A thereunder, or Rules 501-508
                                          thereunder;

                                       (b)the securities were sold to
                                          persons that the seller and any
                                          person acting on behalf of the
                                          seller reasonably believe to
                                          include qualified institutional
                                          buyers, as defined in Rule 144A
                                          ("QIBs"); and

                                       (c)the seller and any person acting
                                          on behalf of the seller reasonably
                                          believe that the securities are
                                          eligible for resale to other QIBs
                                          pursuant to Rule 144A.

Government Securities Offering         The security is issued or guaranteed
                                       as to principal or interest by the
                                       United States, or by a person
                                       controlled or supervised by and
                                       acting as an instrumentality of the
                                       Government of the United States
                                       pursuant to authority granted by the
                                       Congress of the United States; or any
                                       certificate of deposit for any of the
                                       foregoing.

<PAGE>

Rule 10f-3 Report - Definitions                                         [LOGO]
                                                                     BLACKROCK


TERM                                                DEFINITION
U.S. Registered Public Offering.       The securities offered are registered
                                       under the Securities Act of 1933 that
                                       are being offered to the public.
</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
