Material Event (Form 8-K)

On January 20, 2025, BlackRock MuniHoldings Quality Fund II, Inc. and BlackRock Advisors, LLC (the "Investment Advisor") entered into a standstill agreement (the "Standstill Agreement") with Saba Capital Management, L.P. ("Saba"). During the effective period of the Standstill Agreement, Saba, the Fund and the Investment Advisor agreed to be bound by the terms of such agreement, which include an agreement by Saba to (1) abide by certain customary standstill covenants, and (2) vote its shares of common stock, if any, in accordance with the recommendation of the Fund's Board of Directors on all matters submitted to shareholders. The Standstill Agreement will remain in effect until the day following completion of the Fund's 2027 annual meeting of shareholders or August 31, 2027, whichever is earlier, unless the agreement is terminated earlier by the parties. A copy of the Standstill Agreement is included as Exhibit 10.1 to this report and incorporated by reference herein.