BLACKROCK MUNIHOLDINGS NEW JERSEY QUALITY
FUND, INC.
(THE “FUND”)
SERIES W-7
VARIABLE
RATE DEMAND PREFERRED SHARES (“VRDP SHARES”)
CUSIP
No. 09254X705*
Amendment
to Notice of Special Rate Period
November 15, 2022
BlackRock MuniHoldings New Jersey Quality Fund, Inc.
100 Bellevue Parkway
Wilmington, Delaware 19809
To: Addressees
listed on Schedule 1 hereto
In
accordance with the Fund’s Articles Supplementary Establishing and Fixing the
Rights and Preferences of Variable Rate Demand Preferred Shares, dated June
28, 2011 (as amended to date, the “Articles Supplementary”),
pursuant to the prior written consent of the Liquidity Provider and the
Remarketing Agent and the affirmative vote or consent of the Holders of a
majority of the VRDP Shares Outstanding, the Notice of Special Rate Period,
dated as of April 17, 2014 (as amended to date, the
“Notice of Special Rate Period”), has been amended by this Amendment to
Notice of Special Rate Period as of the date hereof.
The
last day of the Special Rate Period shall be November 15, 2024 or such later
date to which it may be extended in accordance with the terms of the Notice of
Special Rate Period.
Capitalized
terms used but not defined in this Amendment to Notice of Special Rate Period
shall have the meanings given to such terms in the Articles Supplementary and
the Notice of Special Rate Period.
[Signature
Page Follows]
*
NOTE: Neither the Fund nor the Tender and Paying Agent shall be responsible for
the selection or use of the CUSIP Numbers selected, nor is any representation
made as to its correctness indicated in any notice or as printed on any VRDP
Share certificate. It is included solely as a convenience to Holders of VRDP
Shares.
IN
WITNESS WHEREOF, I have signed this Amendment to the Notice of Special Rate
Period as of the date first written above.
BlackRock
MuniHoldings New Jersey Quality Fund, Inc.
By: /s/ Jonathan Diorio____________________
Name: Jonathan Diorio
Title: Vice President
[Signature Page – MUJ Amendment to
Notice of Special Rate Period]
Schedule 1
Recipients
of this Amendment to Notice of Special Rate Period
Bank
of America, N.A.
One Bryant Park
1111 Avenue of the Americas, 3rd
Floor
New
York, New York 10036
Attention:
Thomas Visone
Mary
Ann Olson
Todd
Blasiak
Lisa
Irizarry
Michael
Jentis
Carl
Daniels
Telephone: (212) 449-7358
Email:
thomas.visone@bofa.com
mary.ann.olson@bofa.com
todd.blasiak@bofa.com
lisa.m.irizarry@bofa.com
michael.jentis@bofa.com
DG.pfloats@bofa.com
carl.daniels@bofa.com
BofA
Securities, Inc.
One Bryant Park
1111 Avenue of the Americas
3rd Floor
New
York, NY 10036
Attention:
Thomas Visone
Mary
Ann Olson
Todd
Blasiak
Lisa
Irizarry
Michael
Jentis
Carl
Daniels
Telephone: (212) 449-7358
Email:
thomas.visone@bofa.com
mary.ann.olson@bofa.com
todd.blasiak@bofa.com
lisa.m.irizarry@bofa.com
michael.jentis@bofa.com
dg.temm@bofa.com
DG.pfloats@bofa.com
carl.daniels@bofa.com
Banc of America Preferred Fund Corporation
One Bryant Park
1111 Avenue of the Americas, 3rd
Floor
New
York, New York 10036
Attention:
Thomas Visone
Mary
Ann Olson
Todd
Blasiak
Lisa
Irizarry
Michael
Jentis
Carl
Daniels
Telephone: (212) 449-7358
Email:
thomas.visone@bofa.com
mary.ann.olson@bofa.com
todd.blasiak@bofa.com
lisa.m.irizarry@bofa.com
michael.jentis@bofa.com
DG.pfloats@bofa.com
carl.daniels@bofa.com
The
Depository Trust Company
LensNotice@dtcc.com
REPORT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the
Shareholders and the Board of Trustees/Directors of BlackRock MuniHoldings New
Jersey Quality Fund, Inc., BlackRock MuniYield Michigan Quality Fund, Inc.,
BlackRock MuniYield New York Quality Fund, Inc., BlackRock MuniYield
Pennsylvania Quality Fund, BlackRock MuniYield Quality Fund III, Inc., and
BlackRock New York Municipal Income Trust:
In
planning and performing our audits of the financial statements of BlackRock
MuniHoldings New Jersey Quality Fund, Inc., BlackRock MuniYield Michigan
Quality Fund, Inc., BlackRock MuniYield New York Quality Fund, Inc., BlackRock
MuniYield Pennsylvania Quality Fund, BlackRock MuniYield Quality Fund III,
Inc., and BlackRock New York Municipal Income Trust (the “Funds”) as of and for the
year ended July 31, 2023, in accordance with the standards of the Public
Company Accounting Oversight Board (United States) (PCAOB), we considered the
Funds’ internal control over financial reporting, including controls over
safeguarding securities, as a basis for designing our auditing procedures for
the purpose of expressing our opinion on the financial statements and to comply
with the requirements of Form N-CEN, but not for the purpose of expressing an
opinion on the effectiveness of the Funds’ internal control over financial
reporting. Accordingly, we express no such opinion.
The management of the Funds is responsible for
establishing and maintaining effective internal control over financial
reporting. In fulfilling this responsibility, estimates and judgments by
management are required to assess the expected benefits and related costs of
controls. A company's internal control over financial reporting is a process
designed to provide reasonable assurance regarding the reliability of financial
reporting and the preparation of financial statements for external purposes in
accordance with generally accepted accounting principles. A company's internal
control over financial reporting includes those policies and procedures that
(1) pertain to the maintenance of records that, in reasonable detail,
accurately and fairly reflect the transactions and dispositions of the assets
of the company; (2) provide reasonable assurance that transactions are recorded
as necessary to permit preparation of financial statements in accordance with
generally accepted accounting principles, and that receipts and expenditures of
the company are being made only in accordance with authorizations of management
and directors of the company; and (3) provide reasonable assurance regarding
prevention or timely detection of unauthorized acquisition, use, or disposition
of a company's assets that could have a material effect on the financial
statements.
Because of its inherent limitations, internal control
over financial reporting may not prevent or detect misstatements. Also,
projections of any evaluation of effectiveness to future periods are subject to
the risk that controls may become inadequate because of changes in conditions
or that the degree of compliance with the policies or procedures may
deteriorate.
A deficiency in internal control over financial
reporting exists when the design or operation of a control does not allow
management or employees, in the normal course of performing their assigned
functions, to prevent or detect misstatements on a timely basis. A material
weakness is a deficiency, or a combination of deficiencies, in internal control
over financial reporting, such that there is a reasonable possibility that a
material misstatement of the company’s annual or interim financial statements
will not be prevented or detected on a timely basis.
Our consideration of the Funds’ internal control over
financial reporting was for the limited purpose described in the first
paragraph and would not necessarily disclose all deficiencies in internal
control that might be material weaknesses under standards established by the
PCAOB. However, we noted no deficiencies in the Funds’ internal control over
financial reporting and its operation, including controls over safeguarding
securities, that we consider to be a material weakness, as defined above, as of
July 31, 2023.
This report is intended solely for the information and
use of management and the Board of Trustees/Directors of the Funds and the
Securities and Exchange Commission and is not intended to be and should not be
used by anyone other than these specified parties.
/s/Deloitte & Touche
LLP
Boston, Massachusetts
September 22, 2023
BLACKROCK MUNIHOLDINGS NEW JERSEY QUALITY FUND,
INC.
ARTICLES
OF AMENDMENT
AMENDING
THE
ARTICLES
SUPPLEMENTARY ESTABLISHING
AND
FIXING THE RIGHTS AND PREFERENCES
OF
VARIABLE RATE DEMAND PREFERRED SHARES
This
is to certify that:
First: The
charter of BlackRock MuniHoldings New Jersey Quality Fund, Inc., a Maryland
corporation (“Corporation”), is amended by these Articles of Amendment,
which amend the Articles Supplementary Establishing and Fixing the Rights and
Preferences of Variable Rate Demand Preferred Shares, dated June 28, 2011 (as
amended to date, the “Articles Supplementary”).
Second: Appendix
A to the Articles Supplementary is hereby amended pursuant to Annex A attached
hereto.
Third: The
amendment to the charter of the Corporation as set forth above in these
Articles of Amendment has been duly advised by the board of directors of the Corporation
and approved by the stockholders of the Corporation as and to the extent
required by law and in accordance with the charter of the Corporation.
Fourth: As
amended hereby, the charter of the Corporation shall remain in full force and
effect.
Fifth: These
Articles of Amendment shall be effective as of the 15th day of November
2022.
[Signature
Page Follows]
IN
WITNESS WHEREOF, BlackRock MuniHoldings New Jersey Quality Fund, Inc. has
caused these Articles of Amendment to be signed as of November 14, 2022, in its
name and on its behalf by the person named below who acknowledges that these
Articles of Amendment are the act of the Corporation and, to the best of such
person’s knowledge, information, and belief and under penalties for perjury,
all matters and facts contained in these Articles of Amendment are true in all
material respects.
BLACKROCK MUNIHOLDINGS
NEW JERSEY QUALITY FUND, INC.
By:
/s/ Jonathan Diorio
Name:
Jonathan Diorio
Title:
Vice President
ATTEST:
/s/
Janey Ahn
Name:
Janey Ahn
Title:
Secretary
BLACKROCK MUNIHOLDINGS NEW JERSEY QUALITY
FUND, INC.
(THE “FUND”)
SERIES W-7
VARIABLE
RATE DEMAND PREFERRED SHARES (“VRDP SHARES”)
CUSIP
No. 09254X705*
Amendment
to Notice of Special Rate Period
November 15, 2022
BlackRock MuniHoldings New Jersey Quality Fund, Inc.
100 Bellevue Parkway
Wilmington, Delaware 19809
To: Addressees
listed on Schedule 1 hereto
In accordance with the Fund’s Articles
Supplementary Establishing and Fixing the Rights and Preferences of Variable
Rate Demand Preferred Shares, dated June 28, 2011 (as
amended to date, the “Articles Supplementary”), pursuant to the prior
written consent of the Liquidity Provider and the Remarketing Agent and the
affirmative vote or consent of the Holders of a majority of the VRDP Shares
Outstanding, the Notice of Special Rate Period, dated as of April
17, 2014 (as amended to date, the “Notice of Special Rate
Period”), has been amended by this Amendment to Notice of Special Rate
Period as of the date hereof.
The last day of the Special Rate Period
shall be November 15, 2024 or such later date to which it may be extended in
accordance with the terms of the Notice of Special Rate Period.
Capitalized terms used but not defined in
this Amendment to Notice of Special Rate Period shall have the meanings given
to such terms in the Articles Supplementary and the Notice of Special Rate
Period.
[Signature
Page Follows]
*
NOTE: Neither the Fund nor the Tender and Paying Agent shall be responsible for
the selection or use of the CUSIP Numbers selected, nor is any representation
made as to its correctness indicated in any notice or as printed on any VRDP
Share certificate. It is included solely as a convenience to Holders of VRDP
Shares.
IN
WITNESS WHEREOF, I have signed this Amendment to the Notice of Special Rate
Period as of the date first written above.
BlackRock MuniHoldings
New Jersey Quality Fund, Inc.
By: /s/ Jonathan Diorio____________________
Name: Jonathan Diorio
Title: Vice President
[Signature
Page – MUJ Amendment to Notice of Special Rate Period]
Schedule 1
Recipients
of this Amendment to Notice of Special Rate Period
Bank
of America, N.A.
One Bryant Park
1111 Avenue of the Americas, 3rd
Floor
New
York, New York 10036
Attention:
Thomas Visone
Mary
Ann Olson
Todd
Blasiak
Lisa
Irizarry
Michael
Jentis
Carl
Daniels
Telephone: (212) 449-7358
Email:
thomas.visone@bofa.com
mary.ann.olson@bofa.com
todd.blasiak@bofa.com
lisa.m.irizarry@bofa.com
michael.jentis@bofa.com
DG.pfloats@bofa.com
carl.daniels@bofa.com
BofA
Securities, Inc.
One Bryant Park
1111 Avenue of the Americas
3rd Floor
New
York, NY 10036
Attention:
Thomas Visone
Mary
Ann Olson
Todd
Blasiak
Lisa
Irizarry
Michael
Jentis
Carl
Daniels
Telephone: (212) 449-7358
Email:
thomas.visone@bofa.com
mary.ann.olson@bofa.com
todd.blasiak@bofa.com
lisa.m.irizarry@bofa.com
michael.jentis@bofa.com
dg.temm@bofa.com
DG.pfloats@bofa.com
carl.daniels@bofa.com
Banc of America Preferred Fund Corporation
One Bryant Park
1111 Avenue of the Americas, 3rd
Floor
New
York, New York 10036
Attention:
Thomas Visone
Mary
Ann Olson
Todd
Blasiak
Lisa
Irizarry
Michael
Jentis
Carl
Daniels
Telephone: (212) 449-7358
Email:
thomas.visone@bofa.com
mary.ann.olson@bofa.com
todd.blasiak@bofa.com
lisa.m.irizarry@bofa.com
michael.jentis@bofa.com
DG.pfloats@bofa.com
carl.daniels@bofa.com
The
Depository Trust Company
LensNotice@dtcc.com
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