BlackRock MuniYield Investment Fund BlackRock MuniYield Quality Fund, Inc. Wilmington, DE 19809 Ladies and Gentlemen:Agreement and Plan of Reorganization • November 2nd, 2020 • Blackrock Muniyield Quality Fund, Inc.
Contract Type FiledNovember 2nd, 2020 CompanyBlackRock MuniYield Investment Fund, a Massachusetts business trust (“MYF” or the “Target Fund”), and BlackRock MuniYield Quality Fund, Inc., a Maryland corporation (“MQY” or the “Acquiring Fund”), have requested our opinion as to certain federal income tax consequences of the Acquiring Fund’s proposed acquisition of the assets of the Target Fund pursuant to the Agreement and Plan of Reorganization dated as of [ ], 202[0/1] (the “Plan”). Pursuant to the Plan, (i) the Acquiring Fund will acquire substantially all of MYF’s assets (the “Assets”) and assume substantially all of MYF’s liabilities (the “Assumed Liabilities”) in exchange solely for newly issued common shares and Variable Rate Demand Preferred Shares (“VRDP Shares” and together with such common shares, the “Acquiring Fund Shares”) of the Acquiring Fund, which will be distributed to the common shareholders (although cash may be distributed in lieu of fractional common shares) and VRDP holders, respectively, of MYF, and (ii) MYF
BlackRock MuniHoldings Quality Fund, Inc. BlackRock MuniHoldings Fund, Inc. Wilmington, DE 19809Agreement and Plan of Reorganization • November 2nd, 2020 • Blackrock Muniholdings Fund, Inc.
Contract Type FiledNovember 2nd, 2020 CompanyBlackRock MuniHoldings Quality Fund, Inc., a Maryland corporation (“MUS” or the “Target Fund”), and BlackRock MuniHoldings Fund, Inc., a Maryland corporation (“MHD” or the “Acquiring Fund”), have requested our opinion as to certain federal income tax consequences of the Acquiring Fund’s proposed acquisition of the assets of the Target Fund pursuant to the Agreement and Plan of Reorganization dated as of [ ], 202[0/1] (the “Plan”). Pursuant to the Plan, (i) the Acquiring Fund will acquire substantially all of MUS’s assets (the “Assets”) and assume substantially all of MUS’s liabilities (the “Assumed Liabilities”) in exchange solely for newly issued common shares and Variable Rate Muni Term Preferred Shares (“VMTP Shares” and together with such common shares, the “Acquiring Fund Shares”) of the Acquiring Fund, which will be distributed to the common shareholders (although cash may be distributed in lieu of fractional common shares) and VMTP holders, respectively, of MUS, and (ii) MUS wil
BlackRock MuniYield Arizona Fund, Inc. BlackRock MuniYield Quality Fund, Inc. Wilmington, DE 19809 Ladies and Gentlemen:Agreement and Plan of Reorganization • November 2nd, 2020 • Blackrock Muniyield Quality Fund, Inc.
Contract Type FiledNovember 2nd, 2020 CompanyBlackRock MuniYield Arizona Fund, Inc., a Maryland corporation (“MZA” or the “Target Fund”), and BlackRock MuniYield Quality Fund, Inc., a Maryland corporation (“MQY” or the “Acquiring Fund”), have requested our opinion as to certain federal income tax consequences of the Acquiring Fund’s proposed acquisition of the assets of the Target Fund pursuant to the Agreement and Plan of Reorganization dated as of [ ], 202[0/1] (the “Plan”). Pursuant to the Plan, (i) the Acquiring Fund will acquire substantially all of MZA’s assets (the “Assets”) and assume substantially all of MZA’s liabilities (the “Assumed Liabilities”) in exchange solely for newly issued common shares and Variable Rate Demand Preferred Shares (“VRDP Shares” and together with such common shares, the “Acquiring Fund Shares”) of the Acquiring Fund, which will be distributed to the common shareholders (although cash may be distributed in lieu of fractional common shares) and VRDP holders, respectively, of MZA, and (ii) MZA will
BlackRock MuniEnhanced Fund, Inc. BlackRock MuniYield Quality Fund, Inc. Wilmington, DE 19809 Ladies and Gentlemen:Agreement and Plan of Reorganization • November 2nd, 2020 • Blackrock Muniyield Quality Fund, Inc.
Contract Type FiledNovember 2nd, 2020 CompanyBlackRock MuniEnhanced Fund, Inc., a Maryland corporation (“MEN” or the “Target Fund”), and BlackRock MuniYield Quality Fund, Inc., a Maryland corporation (“MQY” or the “Acquiring Fund”), have requested our opinion as to certain federal income tax consequences of the Acquiring Fund’s proposed acquisition of the assets of the Target Fund pursuant to the Agreement and Plan of Reorganization dated as of [ ], 202[0/1] (the “Plan”). Pursuant to the Plan, (i) the Acquiring Fund will acquire substantially all of MEN’s assets (the “Assets”) and assume substantially all of MEN’s liabilities (the “Assumed Liabilities”) in exchange solely for newly issued common shares and Variable Rate Demand Preferred Shares (“VRDP Shares” and together with such common shares, the “Acquiring Fund Shares”) of the Acquiring Fund, which will be distributed to the common shareholders (although cash may be distributed in lieu of fractional common shares) and VRDP holders, respectively, of MEN, and (ii) MEN will term
BlackRock MuniHoldings Fund II, Inc. BlackRock MuniHoldings Fund, Inc. Wilmington, DE 19809Agreement and Plan of Reorganization • November 2nd, 2020 • Blackrock Muniholdings Fund, Inc.
Contract Type FiledNovember 2nd, 2020 CompanyBlackRock MuniHoldings Fund II, Inc., a Maryland corporation (“MUH” or the “Target Fund”), and BlackRock MuniHoldings Fund, Inc., a Maryland corporation (“MHD” or the “Acquiring Fund”), have requested our opinion as to certain federal income tax consequences of the Acquiring Fund’s proposed acquisition of the assets of the Target Fund pursuant to the Agreement and Plan of Reorganization dated as of [ ], 202[0/1] (the “Plan”). Pursuant to the Plan, (i) the Acquiring Fund will acquire substantially all of MUH’s assets (the “Assets”) and assume substantially all of MUH’s liabilities (the “Assumed Liabilities”) in exchange solely for newly issued common shares and Variable Rate Muni Term Preferred Shares (“VMTP Shares” and together with such common shares, the “Acquiring Fund Shares”) of the Acquiring Fund, which will be distributed to the common shareholders (although cash may be distributed in lieu of fractional common shares) and VMTP holders, respectively, of MUH, and (ii) MUH will ter
BlackRock Massachusetts Tax-Exempt Trust BlackRock MuniYield Quality Fund, Inc. Wilmington, DE 19809 Ladies and Gentlemen:Agreement and Plan of Reorganization • November 2nd, 2020 • Blackrock Muniyield Quality Fund, Inc.
Contract Type FiledNovember 2nd, 2020 CompanyBlackRock Massachusetts Tax-Exempt Trust, a Massachusetts business trust (“MHE” or the “Target Fund”), and BlackRock MuniYield Quality Fund, Inc., a Maryland corporation (“MQY” or the “Acquiring Fund”), have requested our opinion as to certain federal income tax consequences of the Acquiring Fund’s proposed acquisition of the assets of the Target Fund pursuant to the Agreement and Plan of Reorganization dated as of [ ], 202[0/1] (the “Plan”). Pursuant to the Plan, (i) the Acquiring Fund will acquire substantially all of MHE’s assets (the “Assets”) and assume substantially all of MHE’s liabilities (the “Assumed Liabilities”) in exchange solely for newly issued common shares and Variable Rate Demand Preferred Shares (“VRDP Shares” and together with such common shares, the “Acquiring Fund Shares”) of the Acquiring Fund, which will be distributed to the common shareholders (although cash may be distributed in lieu of fractional common shares) and VRDP holders, respectively, of MHE, and (ii