BLACKROCK MUNIHOLDINGS QUALITY FUND II, INC.

Major Shareholding Notification • Mar 10, 2009

SC 13G 1 a09-7240_13sc13g.htm SC 13G

| UNITED
STATES |
| --- |
| SECURITIES
AND EXCHANGE COMMISSION |
| Washington, D.C. 20549 |

*SCHEDULE 13G*

*Under the Securities Exchange Act of 1934*

*BlackRock MuniHoldings Insured Fund II, Inc.*

(Name of Issuer)

*Auction Rate Preferred Stock*

(Title of Class of Securities)

*09254C206*

*09254C305*

*09254C404*

(CUSIP Numbers)

*February 28, 2009*

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

x	Rule 13d-1(b)
o	Rule 13d-1(c)
o	Rule 13d-1(d)

*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).

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| CUSIP
Nos. 09254C206, 09254C305, 09254C404 — 1. | Names
of Reporting Persons. I.R.S.
Identification Nos. of above persons (entities only). Royal Bank of Canada | |
| --- | --- | --- |
| 2. | Check
the Appropriate Box if a Member of a Group (See Instructions) | |
| | (a) | o |
| | (b) | o |
| 3. | SEC
Use Only | |
| 4. | Citizenship
or Place of Organization Canada | |
| Number of Shares Beneficially Owned by Each Reporting Person With: | 5. | Sole
Voting Power 0 |
| | 6. | Shared
Voting Power 371 |
| | 7. | Sole
Dispositive Power 0 |
| | 8. | Shared Dispositive Power 371 |
| 9. | Aggregate
Amount Beneficially Owned by Each Reporting Person 371 | |
| 10. | Check
if the Aggregate Amount in Row (9) Excludes Certain Shares (See
Instructions) o | |
| 11. | Percent
of Class Represented by Amount in Row (9) 6.4% | |
| 12. | Type
of Reporting Person (See Instructions) HC | |

2

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| CUSIP
Nos. 09254C206, 09254C305, 09254C404 — 1. | Names
of Reporting Persons. I.R.S.
Identification Nos. of above persons (entities only). RBC Capital Markets Corporation | |
| --- | --- | --- |
| 2. | Check
the Appropriate Box if a Member of a Group (See Instructions) | |
| | (a) | o |
| | (b) | o |
| 3. | SEC
Use Only | |
| 5. | Citizenship
or Place of Organization Minnesota | |
| Number of Shares Beneficially Owned by Each Reporting Person With: | 5. | Sole
Voting Power 0 |
| | 6. | Shared
Voting Power 371 |
| | 7. | Sole
Dispositive Power 0 |
| | 8. | Shared Dispositive Power 371 |
| 9. | Aggregate
Amount Beneficially Owned by Each Reporting Person 371 | |
| 10. | Check
if the Aggregate Amount in Row (9) Excludes Certain Shares (See
Instructions) o | |
| 11. | Percent
of Class Represented by Amount in Row (9) 6.4% | |
| 12. | Type
of Reporting Person (See Instructions) BD | |

3

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| Item 1. | (a) | Name
of Issuer BlackRock MuniHoldings Insured Fund II, Inc. | |
| --- | --- | --- | --- |
| | (b) | Address
of Issuer’s Principal Executive Offices 100 Bellevue Parkway Wilmington,
Delaware 19809 | |
| Item 2. | | | |
| | (a) | Name
of Person Filing 1. Royal Bank of Canada 2. RBC Capital Markets Corporation | |
| | (b) | Address
of Principal Business Office or, if none, Residence 1. 200 Bay Street Toronto, Ontario M5J 2J5 Canada 2. One Liberty Plaza 165 Broadway New York, New York 10006 | |
| | (c) | Citizenship See Item 4 of the Cover Pages. | |
| | (d) | Title
of Class of Securities Auction Rate Preferred Stock | |
| | (e) | CUSIP
Numbers 09254C206, 09254C305, 09254C404 | |
| Item 3. | If this
statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check
whether the persons filing are: | | |
| | (a) | x | Broker
or dealer registered under section 15 of the Act (15 U.S.C. 78o). |
| | (b) | o | Bank
as defined in section 3(a)(6) of the Act (15 U.S.C. 78c). |
| | (c) | o | Insurance
company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c). |
| | (d) | o | Investment
company registered under section 8 of the Investment Company Act of 1940 (15
U.S.C 80a-8). |
| | (e) | o | An
investment adviser in accordance with §240.13d-1(b)(1)(ii)(E); |
| | (f) | o | An
employee benefit plan or endowment fund in accordance with
§240.13d-1(b)(1)(ii)(F); |
| | (g) | x | A
parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G); |
| | (h) | o | A
savings associations as defined in Section 3(b) of the Federal Deposit
Insurance Act (12 U.S.C. 1813); |
| | (i) | o | A
church plan that is excluded from the definition of an investment company
under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C.
80a-3); |
| | (j) | o | A
non-U.S. institution in accordance with Rule 13d–1(b)(1)(ii)(J); |
| | (k) | o | Group,
in accordance with § 240.13d–1(b)(1)(ii)(J). |

4

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Item 4.	Ownership
Provide
the following information regarding the aggregate number and percentage of
the class of securities of the issuer identified in Item 1. The
number of shares reported herein represents combined holdings in multiple
series of auction rate preferred securities of the issuer, which are treated
herein as one class of securities pursuant to the Securities and Exchange
Commission’s Auction Rate Securities Global Exemptive Relief no-action letter
issued on September 22, 2008.
	(a)	Amount
beneficially owned: See
Item 9 of the Cover Pages.
	(b)	Percent
of class: See
Item 11 of the Cover Pages.
	(c)	Number
of shares as to which the person has:
		(i)	Sole
power to vote or to direct the vote See
Item 5 of the Cover Pages.
		(ii)	Shared
power to vote or to direct the vote See
Item 6 of the Cover Pages.
		(iii)	Sole
power to dispose or to direct the disposition of See
Item 7 of the Cover Pages.
		(iv)	Shared
power to dispose or to direct the disposition of See
Item 8 of the Cover Pages.
Instruction: For computations regarding securities which
represent a right to acquire an underlying security see §240.13d-3(d)(1).
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 person has
ceased to be the beneficial owner of more than 5 percent of the class of
securities, check the following o
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
RBC Capital Markets
Corporation is an indirectly wholly owned subsidiary of Royal Bank of Canada.
Item 8.	Identification
and Classification of Members of the Group
Not applicable.
Item 9.	Notice of
Dissolution of Group
Not applicable.

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| Item 10. |
| --- |
| By signing below I certify
that, to the best of my knowledge and belief, the securities referred to
above were acquired and are held in the ordinary course of business and were
not acquired and are not held for the purpose of or with the effect of
changing or influencing the control of the issuer of the securities and were
not acquired and are not held in connection with or as a participant in any
transaction having that purpose or effect. |

*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.

| Dated: March
6, 2009 |
| --- |
| ROYAL BANK OF
CANADA |
| /s/ Tom Smee |
| Signature |
| Tom
Smee/Senior Vice President |
| Name/Title |
| /s/
Bryan Osmar |
| Signature |
| Bryan
Osmar/Senior Vice President |
| Name/Title |
| RBC CAPITAL
MARKETS CORPORATION |
| */s/ John
Penn |
| Signature |
| John
Penn/Authorized Signatory |
| Name/Title |

*This Schedule 13G was executed by John Penn pursuant to the power of attorney filed with the Securities and Exchange Commission on March 10, 2009 in connection with a Schedule 13G for BlackRock MuniHoldings Fund II, Inc., which power of attorney is incorporated herein by reference.

6

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Index to Exhibits

Exhibit	Exhibit
A	Joint Filing
Agreement

7

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*EXHIBIT A*

*JOINT FILING AGREEMENT*

In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, the persons or entities named below agree to the joint filing on behalf of each of them of this Schedule 13G with respect to the Securities of the Issuer and further agree that this joint filing agreement be included as an exhibit to this Schedule 13G. In evidence thereof, the undersigned hereby execute this Agreement as of March 6, 2009.

| ROYAL BANK OF
CANADA |
| --- |
| /s/ Tom Smee |
| Signature |
| Tom
Smee/Senior Vice President |
| Name/Title |
| /s/
Bryan Osmar |
| Signature |
| Bryan
Osmar/Senior Vice President |
| Name/Title |
| RBC CAPITAL
MARKETS CORPORATION |
| */s/ John
Penn |
| Signature |
| John
Penn/Authorized Signatory |
| Name/Title |

*This Schedule 13G was executed by John Penn pursuant to the power of attorney filed with the Securities and Exchange Commission on March 10, 2009 in connection with a Schedule 13G for BlackRock MuniHoldings Fund II, Inc., which power of attorney is incorporated herein by reference.

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