MYI BlackRock MuniYield Quality Fund III Inc

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 MUNIYIELD QUALITY FUND III, 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 MuniYield Quality Fund III, Inc., a Maryland corporation (the “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 as of May 17, 2011 (as amended to date, the “Articles Supplementary”).

Second:           The charter of the Corporation is hereby amended by deleting the definition of “Applicable Base Rate” and inserting the following:

“Applicable Base Rate” means (i) with respect to a Rate Period of fewer than forty-nine (49) days, the greater of (a) the SIFMA Municipal Swap Index and (b) SOFR plus 0.10%, and (ii) with respect to a Rate Period of forty-nine (49) or more days, SOFR plus 0.10%. If the Applicable Rate in respect of any Rate Period would otherwise be less than zero percent (0%), the Applicable Base Rate for such Rate Period will be deemed to be zero percent (0%).

Third:                          The charter of the Corporation is hereby amended by deleting the definition of “LIBOR Dealer.”

Fourth:            The charter of the Corporation is hereby amended by deleting the definition of “LIBOR Rate.”

Fifth:               The charter of the Corporation is hereby amended by deleting the definition of “London Business Day.”

Sixth:              The charter of the Corporation is hereby amended by deleting the definition of “Reference Banks.”

Seventh:          The charter of the Corporation is hereby amended by adding the definition of “Relevant Governmental Body”:

“Relevant Governmental Body” means the Federal Reserve Board and/or the Federal Reserve Bank of New York, or a committee officially endorsed or convened by the Federal Reserve Board and/or the Federal Reserve Bank of New York.

Eighth:            The charter of the Corporation is hereby amended by adding the definition for “SOFR”:

“SOFR” with respect to any Business Day means the secured overnight financing rate published for such day by the Federal Reserve Bank of New York, as the administrator of the benchmark (or a successor administrator) on the Federal Reserve Bank of New York’s website (or any successor source) at approximately 8:00 a.m. (New York City time) on the immediately succeeding Business Day and, in each case, that has been selected or recommended by the Relevant Governmental Body.

Ninth:              The charter of the Corporation is hereby amended by deleting the definition of “Substitute LIBOR Dealer.”

Tenth:              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.

Eleventh:        As amended hereby, the charter of the Corporation shall remain in full force and effect.

Twelfth:          These Articles of Amendment shall be effective as of January 20, 2023.

[Signature Page Follows]

            IN WITNESS WHEREOF, BlackRock MuniYield Quality Fund III, Inc. has caused these Articles of Amendment to be signed as of January 19, 2023, 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 MUNIYIELD QUALITY FUND III, INC.

                                                                                    By: /s/ Jonathan Diorio                                  

                                                                                    Name:  Jonathan Diorio

                                                                                    Title:  Vice President

ATTEST:

/s/ Janey Ahn                                     

Name:  Janey Ahn

Title:  Secretary

BLACKROCK MUNIYIELD QUALITY FUND III, INC.
(THE “FUND”)
SERIES W-7

VARIABLE RATE DEMAND PREFERRED SHARES (“VRDP SHARES”)

CUSIP No. 09254E863^*

Amendment to Notice of Special Rate Period

June 16, 2023

BlackRock MuniYield Quality Fund III, 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 VRDP Shares, dated May 17, 2011 (the “Articles Supplementary”), the Fund hereby notifies the Liquidity Provider, the Remarketing Agent and the Holders of the VRDP Shares of certain amendments to the Notice of Special Rate Period, dated June 17, 2022 (the “Notice of Special Rate Period”). 

As of June 16, 2023, the definition of “Ratings Spread” in the Notice of Special Rate Period is hereby deleted in its entirety and replaced with the following:

“Ratings Spread” means, with respect to an SRP Calculation Period, the percentage per annum set forth below opposite the highest applicable credit rating assigned to the VRDP Shares, unless the lowest applicable rating is below A3/A-, in which case the Ratings Spread shall mean the percentage per annum set forth below opposite the lowest applicable credit rating assigned to the VRDP Shares by Moody’s, Fitch or any Other Rating Agency, in each case rating the VRDP Shares at the request of the Fund, on the SRP Calculation Date for such SRP Calculation Period:

* The applicable spread is determined by the higher of the two credit ratings assigned to the VRDP Shares by Moody’s and Fitch, unless the VRDP Shares are rated at or below A3/A-, in which case the applicable spread will be based on the lower of the two credit ratings assigned to the VRDP Shares by Moody’s and Fitch.

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]

IN WITNESS WHEREOF, I have signed this Amendment to the Notice of Special Rate Period as of the date first written above.

BLACKROCK MUNIYIELD QUALITY FUND III, INC.

By: /s/ Jonathan Diorio____________________

Name: Jonathan Diorio

Title: Vice President

Schedule 1

Recipients of this Notice of Special Rate Period

The Toronto-Dominion Bank, ‎acting through its New York ‎Branch

‎1 Vanderbilt Avenue

New York, New York 10017

Attention: Rick Fogliano, Head of ‎Municipal Products

Telephone: (212) 827-7172‎

Fax: (212) 827-7173‎

Email: ‎fundreporting@tdsecurities.com, ‎muniops@tdsecurities.com, ‎TDSFinance- ‎NewYork@tdsecurities.com and td.tdusamunis@tdsecurities.com

TD Securities (USA) LLC

1 Vanderbilt Avenue

New York, New York 10017

Attention: Rick Fogliano, Head of ‎Municipal Products

Telephone: (212) 827-7172‎

Fax: (212) 827-7173‎

Email: ‎fundreporting@tdsecurities.com, ‎muniops@tdsecurities.com and ‎TDSFinance- ‎NewYork@tdsecurities.com and td.tdusamunis@tdsecurities.com

The Depository Trust Company

LensNotice@dtcc.com