MUE BlackRock MuniHoldings Quality Fund II Inc

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 to date (the “Articles Supplementary”).

Second: The charter of the Corporation is hereby amended by deleting the definition of “Applicable Base Rate” in the Articles Supplementary and replacing it with the following definition:

“Applicable Base Rate” means (i) with respect to the initial Rate Period beginning on December 1, 2022 and ending on December 7, 2022, the rate as calculated pursuant to the Articles Supplementary as in place immediately prior to the effectiveness of the Articles of Amendment dated December 1, 2022 and (ii) for every succeeding Rate Period, 75% of Daily SOFR on the applicable Rate Determination Date.

            Third: The charter of the Corporation is hereby amended by deleting the definition of “LIBOR Dealer” in the Articles Supplementary.

            Fourth: The charter of the Corporation is hereby amended by deleting the definition of “LIBOR Rate” in the Articles Supplementary.

            Fifth: The charter of the Corporation is hereby amended by deleting the definition of “London Business Day” in the Articles Supplementary.

            Sixth: The charter of the Corporation is hereby amended by deleting the definition of “Redemption Premium” in the Articles Supplementary and replacing it with the following:

“Redemption Premium” means with respect of a VMTP Preferred Share rated above A1/A+ and its equivalent by all Rating Agencies then rating such VMTP Preferred Share at the request of the Corporation and subject to any redemption, other than redemptions required to comply with Minimum Asset Coverage requirements or exceed compliance with the Minimum Asset Coverage requirements up to 240%, an amount equal to the product of 1% and the Liquidation Preference of the VMTP Preferred Shares subject to redemption if the Redemption Date is greater than or equal to 15 months from the Term Redemption Date, provided, up to 25% of the Corporation’s VMTP Preferred Shares Outstanding as of December 1, 2022 may be redeemed at any time without a Redemption Premium.

Any VMTP Preferred Share exchanged for the preferred share of a surviving entity in connection with a reorganization, merger, or redomestication of the Corporation in another state that had been previously approved by the Holders of VMTP Preferred Shares or that otherwise does not require the vote or consent of the Holders of VMTP Preferred Shares shall not be subject to the Redemption Premium.

            Seventh: The charter of the Corporation is hereby amended by deleting the definition of “Reference Banks” in the Articles Supplementary.

            Eighth: The charter of the Corporation is hereby amended by adding the definition for “Daily SOFR” in the Articles Supplementary:

“Daily SOFR” means:

(1)   With respect to any Business Day means the secured overnight financing rate ‎published for such day by the Federal Reserve Bank of New York, as the administrator ‎of the benchmark (or a successor administrator) on the Federal Reserve Bank of New ‎York’s website (or any successor source) as of 4:00 p.m. New York City ‎time (such rate being initially published for such day at 8:00 a.m. and may be revised until 2:30 p.m., New York City time).

(2)   If the secured overnight financing rate cannot be determined with respect to such any Business Day as specified in paragraph (1), unless both a SOFR Index Cessation Event and a SOFR Index Cessation Date have occurred, then the Redemption and Paying Agent shall use the secured overnight financing rate in respect of the last Business Day for which such secured overnight financing rate was published on the Federal Reserve Bank of New ‎York’s website.

(3)   If a SOFR Index Cessation Event and SOFR Index Cessation Date have occurred, the Redemption and Paying Agent shall determine the Applicable Base Rate as if the reference to “75% of Daily SOFR” were a reference to the rate that was recommended as the replacement for the secured overnight financing rate by the Federal Reserve Board and/or the Federal Reserve Bank of New York or a committee officially endorsed or convened by the Federal Reserve Board and/or the Federal Reserve Bank of New York for the purpose of recommending a replacement for the secured overnight financing rate (which rate may be produced by a Federal Reserve Bank or other designated administrator, which rate may include any adjustments or spreads, and which rate will be reasonably expected to measure contemporaneous variations in the cost of newly borrowed funds in U.S. dollars).  If no such rate has been recommended within one Business Day of the SOFR Index Cessation Event, then the Redemption and Paying Agent shall use the OBFR published on the Federal Reserve Bank of New ‎York’s website for any Business Day after the SOFR Index Cessation Date (it being understood that the OBFR for any such Business Day will be

the Overnight Bank Funding Rate on the Federal Reserve Bank of New ‎York’s website as of 4:00 p.m., New York City time).

(4)   If the Redemption and Paying Agent is required to use the OBFR in paragraph (3) above and an OBFR Index Cessation Event has occurred, then for any Business Day after the OBFR Index Cessation Date, the Redemption and Paying Agent shall use the short-term interest rate target set by the Federal Open Market Committee and published on the Federal Reserve Bank of New ‎York’s website, or if the Federal Open Market Committee has not set a single rate, the mid-point of the short-term interest rate target range set by the Federal Open Market Committee and published on the Federal Reserve Bank of New ‎York’s website (calculated as the arithmetic average of the upper bound of the target range and the lower bound of the target range).

(5)   ‎ If Daily SOFR determined as above would be less than zero, then such rate shall be deemed to be zero.

            Ninth: The charter of the Corporation is hereby amended by adding the definitions for “SOFR Index Cessation Date” and “SOFR Index Cessation Event” in the Articles Supplementary:

“SOFR Index Cessation Date” means, in respect of a SOFR Index Cessation Event, the date on which the Federal Reserve Bank of New York (or any successor administrator of the secured overnight financing rate) ceases to publish the secured overnight financing rate or the date as of which the secured overnight financing rate may no longer be used.

“SOFR Index Cessation Event” means the occurrence of one or more of the following events as it relates to Daily SOFR:

(1)                 a public statement by the Federal Reserve Bank of New York (or a successor administrator of the secured overnight financing rate) announcing that it has ceased to publish or provide the secured overnight financing rate permanently or indefinitely, provided that, at that time, there is no successor administrator that will continue to publish or provide a secured overnight financing rate; or

(2)                 the publication of information which reasonably confirms that the Federal Reserve Bank of New York (or a successor administrator of the secured overnight financing rate) has ceased to provide the secured overnight financing rate permanently or indefinitely, provided that, at that time, there is no successor administrator that will continue to publish or provide the secured overnight financing rate.

            Tenth: The charter of the Corporation is hereby amended by adding the definitions for “OBFR”, “OBFR Index Cessation Date”, and “OBFR Index Cessation Event” in the Articles Supplementary:

“OBFR” means, with respect to any Business Day, the Overnight Bank Funding Rate on the Federal Reserve Bank of New York’s website as of 4:00 p.m., New York City time.

“OBFR Index Cessation Date” means, in respect of an OBFR Index Cessation Event, the date on which the Federal Reserve Bank of New York (or any successor administrator of the OBFR), ceases to publish the OBFR, or the date as of which the OBFR may no longer be used.

“OBFR Index Cessation Event” means the occurrence of one or more of the following events:

(1)                 a public statement by the Federal Reserve Bank of New York (or a successor administrator of the OBFR) announcing that it has ceased to publish or provide the OBFR permanently or indefinitely, provided that, at that time, there is no successor administrator that will continue to publish or provide an OBFR; or

(2)                 the publication of information which reasonably confirms that the Federal Reserve Bank of New York (or a successor administrator of the OBFR) has ceased to provide the OBFR permanently or indefinitely, provided that, at that time, there is no successor administrator that will continue to publish or provide the OBFR.

            Eleventh: The charter of the Corporation is hereby amended by deleting the definition of “Substitute LIBOR Dealer” in the Articles Supplementary.

            Twelfth: These Articles of Amendment shall be effective as of December 1, 2022.

Thirteenth:  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.

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IN WITNESS WHEREOF, BlackRock MuniHoldings Quality Fund II, Inc. has caused these Articles of Amendment to be signed as of November 29, 2022 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

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Shareholders and the Board of Trustees of BlackRock California Municipal Income Trust, BlackRock Municipal 2030 Target Term Trust, BlackRock MuniHoldings California Quality Fund, Inc., and BlackRock MuniHoldings Quality Fund II, Inc.:

In planning and performing our audits of the financial statements of BlackRock California Municipal Income Trust, BlackRock Municipal 2030 Target Term Trust, BlackRock MuniHoldings California Quality Fund, Inc., and BlackRock MuniHoldings Quality Fund II, Inc. (the “Funds”) as of and for the year ended July 31, 2023, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), 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-CEN, 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 company'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 company'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 company; (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 company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of a company'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 company’s 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 PCAOB. However, we noted no deficiencies in the Funds’ internal control over financial reporting and its operation, including controls over safeguarding securities, that we consider to be a material weakness, as defined above, as of July 31, 2023.

This report is intended solely for the information and use of management and the Board of Trustees of the Funds 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 22, 2023