New York, NY 10019-6099 Tel: 212 728 8000 Fax: 212 728 8111Agreement and Plan of Reorganization • July 29th, 2022 • Blackrock Municipal Income Fund, Inc.
BlackRock MuniHoldings Investment Quality Fund, a Massachusetts business trust (“MFL” or the “Target Fund”), and BlackRock Municipal Income Fund, Inc., a Maryland corporation (“MUI” or the “Acquiring Fund” and together with MFL, the “Funds,” and each, a “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 an Agreement and Plan of Reorganization dated as of April 8, 2022 (the “Plan”). Pursuant to the Plan, (i) the Acquiring Fund will acquire substantially all of the Target Fund’s assets (the “Assets”) and assume substantially all of the Target Fund’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
