SIDLEY AUSTIN LLP 787 SEVENTH AVENUE NEW YORK, NY 10019 +1 212 839 5300 +1 212 839 5599 FAX AMERICA • ASIA PACIFIC • EUROPEAgreement and Plan of Reorganization • December 17th, 2024 • BlackRock ETF Trust
BlackRock International Dividend Fund (the “Target Fund”), a series of BlackRock FundsSM, a registered investment company and a Massachusetts business trust (the “Target Trust”), and BlackRock International Dividend ETF (the “Acquiring Fund”), a newly created series of BlackRock ETF Trust, a registered investment company and a Delaware statutory trust (the “Acquiring Trust”), have requested our opinion as to certain federal income tax consequences of the Reorganization (as defined below) pursuant to an Agreement and Plan of Reorganization dated as of October 14, 2024 (the “Agreement”). The Agreement contemplates (i) the transfer of 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 (the “Acquiring Fund Shares”), (ii) the distribution of the Acquiring Fund Shares to the shareholders of the Target Fund w
