- Statement of Ownership (SC 13G)
March 10 2009 - 4:35PM
Edgar (US Regulatory)
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UNITED
STATES
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SECURITIES
AND EXCHANGE COMMISSION
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Washington,
D.C. 20549
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SCHEDULE
13G
Under
the Securities Exchange Act of 1934
BlackRock
MuniHoldings Fund, Inc.
(Name of Issuer)
Auction
Rate Preferred Stock
(Title of Class of
Securities)
(CUSIP Numbers)
(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
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Rule 13d-1(b)
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o
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Rule 13d-1(c)
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o
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Rule 13d-1(d)
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*The remainder of this cover page shall be filled out for a reporting
persons 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).
CUSIP Nos. 09253N203,
09253N302
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1.
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Names of Reporting
Persons.
I.R.S. Identification Nos. of Above Persons (Entities Only).
Royal Bank of Canada
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2.
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Check the Appropriate Box
if a Member of a Group (See Instructions)
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(a)
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o
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(b)
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o
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3.
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SEC Use Only
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4.
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Citizenship or Place of
Organization
Canada
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With:
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5.
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Sole Voting Power
0
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6.
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Shared Voting Power
372
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7.
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Sole Dispositive Power
0
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8.
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Shared Dispositive Power
372
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9.
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Aggregate Amount
Beneficially Owned by Each Reporting Person
372
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10.
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Check if the Aggregate
Amount in Row (9) Excludes Certain Shares (See Instructions)
o
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11.
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Percent of Class
Represented by Amount in Row (9)
10.1%
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12.
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Type of Reporting Person
(See Instructions)
HC
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2
CUSIP Nos. 09253N203,
09253N302
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1.
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Names of Reporting
Persons.
I.R.S. Identification Nos. of Above Persons (Entities Only).
RBC Capital Markets Corporation
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2.
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Check the Appropriate Box
if a Member of a Group (See Instructions)
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(a)
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o
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(b)
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o
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3.
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SEC Use Only
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4.
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Citizenship or Place of
Organization
Minnesota
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With:
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5.
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Sole Voting Power
0
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6.
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Shared Voting Power
372
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7.
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Sole Dispositive Power
0
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8.
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Shared Dispositive Power
372
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9.
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Aggregate Amount
Beneficially Owned by Each Reporting Person
372
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10.
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Check if the Aggregate
Amount in Row (9) Excludes Certain Shares (See Instructions)
o
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11.
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Percent of Class
Represented by Amount in Row (9)
10.1%
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12.
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Type of Reporting Person
(See Instructions)
BD
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3
Item 1.
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(a)
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Name of Issuer
BlackRock MuniHoldings Fund, Inc.
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(b)
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Address of Issuers
Principal Executive Offices
100 Bellevue Parkway
Wilmington, Delaware 19809
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Item 2.
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(a)
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Name of Person Filing
1. Royal Bank of Canada
2. RBC Capital Markets Corporation
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(b)
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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
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(c)
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Citizenship
See Item 4 of the Cover Pages.
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(d)
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Title of Class of
Securities
Auction Rate Preferred Stock
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(e)
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CUSIP Numbers
09253N203, 09253N02, 09253N401
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Item 3.
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If this statement is filed pursuant
to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the persons filing
are:
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(a)
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x
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Broker or dealer
registered under section 15 of the Act (15 U.S.C. 78o).
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(b)
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o
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Bank as defined in section
3(a)(6) of the Act (15 U.S.C. 78c).
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(c)
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o
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Insurance company as
defined in section 3(a)(19) of the Act (15 U.S.C. 78c).
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(d)
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o
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Investment company
registered under section 8 of the Investment Company Act of 1940 (15 U.S.C 80a-8).
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(e)
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o
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An investment adviser in
accordance with §240.13d-1(b)(1)(ii)(E);
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(f)
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o
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An employee benefit plan
or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);
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(g)
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x
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A parent holding company
or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
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(h)
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o
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A savings associations as
defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C.
1813);
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(i)
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o
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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);
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(j)
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o
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A non-U.S. institution in
accordance with Rule 13d-1(b)(1)(ii)(J);
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(k)
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o
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Group, in accordance with
§240.13d-1(b)(1)(ii)(J).
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4
Item 4.
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Ownership
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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 Commissions Auction Rate Securities Global Exemptive Relief
no-action letter issued on September 22, 2008.
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(a)
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Amount beneficially owned:
See Item 9 of the Cover
Pages.
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(b)
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Percent of class:
See Item 11 of the Cover
Pages.
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(c)
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Number of shares as to
which the person has:
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(i)
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Sole power to vote or to
direct the vote
See Item 5 of the Cover
Pages.
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(ii)
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Shared power to vote or to
direct the vote
See Item 6 of the Cover
Pages.
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(iii)
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Sole power to dispose or
to direct the disposition of
See Item 7 of the Cover
Pages.
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(iv)
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Shared power to dispose or
to direct the disposition of
See Item 8 of the Cover
Pages.
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Instruction:
For computations regarding securities which
represent a right to acquire an underlying security see §240.13d3(d)(1).
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Item 5.
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Ownership of Five Percent or Less
of a Class
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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
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Item 6.
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Ownership of More than Five Percent
on Behalf of Another Person
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Not applicable.
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Item 7.
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Identification and Classification
of the Subsidiary Which Acquired the Security Being Reported on By the Parent
Holding Company
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RBC Capital Markets Corporation is an indirectly
wholly owned subsidiary of Royal Bank of Canada.
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Item 8.
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Identification and Classification
of Members of the Group
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Not applicable.
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Item 9.
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Notice of Dissolution of Group
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Not applicable.
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5
Item 10.
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Certification
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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.
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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
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ROYAL BANK OF CANADA
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/s/ Tom Smee
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Signature
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Tom Smee/Senior Vice President
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Name/Title
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/s/ Bryan Osmar
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Signature
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Bryan Osmar/Senior Vice President
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Name/Title
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RBC CAPITAL MARKETS CORPORATION
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*/s/ John Penn
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Signature
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John Penn/Authorized Signatory
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Name/Title
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*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
Index to Exhibits
Exhibit
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Exhibit
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A
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Joint
Filing Agreement
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7
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.
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ROYAL BANK OF CANADA
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/s/ Tom Smee
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Signature
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Tom Smee/Senior Vice President
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Name/Title
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/s/ Bryan Osmar
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Signature
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Bryan Osmar/Senior Vice President
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Name/Title
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RBC CAPITAL MARKETS
CORPORATION
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*/s/ John Penn
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Signature
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John Penn/Authorized
Signatory
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Name/Title
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*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.
8
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