SIDLEY AUSTIN LLP 787 SEVENTH AVENUE NEW YORK, NY 10019 +1 212 839 5300 +1 212 839 5599 FAX AMERICA • ASIA PACIFIC • EUROPEBlackRock Variable Series Funds, Inc. • September 22nd, 2023
BlackRock Variable Series Funds, Inc., a Maryland corporation (the “Company”), on behalf of BlackRock Capital Appreciation V.I. Fund, a series of the Company (the “Target Fund”), and the Company, on behalf of BlackRock Large Cap Focus Growth V.I. Fund (the “Acquiring Fund”), a series of the Company, has 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 [•], 2023 (the “Agreement”). The Agreement contemplates (i) the transfer of substantially all of the assets of the Target Fund to the Acquiring Fund (the “Assets”), in exchange for the assumption by the Acquiring Fund of the liabilities of the Target Fund (the “Target Fund Stated Liabilities”) and shares of the Acquiring Fund, including fractional shares (the “Acquiring Fund Shares”), (ii) the distribution of the Acquiring Fund Shares to the shareholders of the Target Fund, (iii)
