BLACKROCK INVESTMENT QUALITY MUNICIPAL TRUST, INC.

DEF 14A 1 d48397ddef14a.htm MQY REORG PROXY STATEMENT

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

Filed by the Registrant☒

Filed by a Party other than the Registrant☐

(Exact Name of Registrant as Specified in Charter)

(Name of Person(s) Filing Proxy Statement, if Other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

☒ No fee required.

☐ Fee paid previously with preliminary materials.

☐ Fee computed on table on exhibit per Exchange Act Rules 14a-6(i)(4) and 0-11.

Dear Preferred Shareholder:

You are cordially invited to attend a joint special shareholder meeting (the “Special Meeting”) of BlackRock Investment Quality Municipal Trust, Inc. (“BKN”), BlackRock MuniYield Fund, Inc. (“MYD”), BlackRock MuniYield Quality Fund II, Inc. (“MQT”), BlackRock Virginia Municipal Bond Trust (“BHV”), BlackRock MuniYield Pennsylvania Quality Fund (“MPA”) and BlackRock MuniYield Quality Fund, Inc. (“MQY” or the “Acquiring Fund” and collectively with BKN, MYD, MQT, BHV and MPA, the “Funds,” and each, a “Fund”), to be held on October 15, 2025 at 2:00 pm (Eastern Time). The Special Meeting will be held in a virtual meeting format only. Shareholders will not have to travel to attend the Special Meeting, but will be able to view the Special Meeting live, have a meaningful opportunity to participate, including the ability to ask questions of management, and cast their votes by accessing a web link. Before the Special Meeting, I would like to provide you with additional background information and ask for your vote on important proposals affecting the Funds.

Preferred Shareholders of BKN: You and the common shareholders of BKN are being asked to vote as a single class on a proposal to approve an Agreement and Plan of Reorganization between BKN and the Acquiring Fund (the “BKN Reorganization Agreement”) and the transactions contemplated therein, including the termination of BKN’s registration under the Investment Company Act of 1940, as amended (the “1940 Act”), and the dissolution of BKN under Maryland law (the “BKN Reorganization”). The Acquiring Fund has a similar investment objective and similar investment strategies, policies and restrictions as BKN, although there are some differences. In addition, you are being asked to vote as a separate class on a proposal to approve the BKN Reorganization Agreement and the BKN Reorganization.

Preferred Shareholders of MYD: You and the common shareholders of MYD are being asked to vote as a single class on a proposal to approve an Agreement and Plan of Reorganization between MYD and the Acquiring Fund (the “MYD Reorganization Agreement”) and the transactions contemplated therein, including the termination of MYD’s registration under the 1940 Act and the dissolution of MYD under Maryland law (the “MYD Reorganization”). The Acquiring Fund has a similar investment objective and similar investment strategies, policies and restrictions as MYD, although there are some differences. In addition, you are being asked to vote as a separate class on a proposal to approve the MYD Reorganization Agreement and the MYD Reorganization.

Preferred Shareholders of MQT: You and the common shareholders of MQT are being asked to vote as a single class on a proposal to approve an Agreement and Plan of Reorganization between MQT and the Acquiring Fund (the “MQT Reorganization Agreement”) and the transactions contemplated therein, including the termination of MQT’s registration under the 1940 Act and the dissolution of MQT under Maryland law (the “MQT Reorganization”). The Acquiring Fund has a similar investment

• 2 - objective and similar investment strategies, policies and restrictions as MQT, although there are some differences. In addition, you are being asked to vote as a separate class on a proposal to approve the MQT Reorganization Agreement and the MQT Reorganization.

Preferred Shareholders of BHV: You and the common shareholders of BHV are being asked to vote as a single class on a proposal to approve an Agreement and Plan of Reorganization between BHV and the Acquiring Fund (the “BHV Reorganization Agreement”) and the transactions contemplated therein, including the termination of BHV’s registration under the 1940 Act, and the dissolution of BHV under Delaware law (the “BHV Reorganization”). The Acquiring Fund has a similar investment objective and similar investment strategies, policies and restrictions as BHV, although there are some differences. In addition, you are being asked to vote as a separate class on a proposal to approve the BHV Reorganization Agreement and the BHV Reorganization.

Preferred Shareholders of MPA: You and the common shareholders of MPA are being asked to vote as a single class on a proposal to approve an Agreement and Plan of Reorganization between MPA and the Acquiring Fund (the “MPA Reorganization Agreement” and collectively with the BKN Reorganization Agreement, MYD Reorganization Agreement, MQT Reorganization Agreement and BHV Reorganization Agreement, the “Reorganization Agreements”) and the transactions contemplated therein, including the termination of MPA’s registration under the 1940 Act, and the dissolution of MPA under Massachusetts law (the “MPA Reorganization”). The Acquiring Fund has a similar investment objective and similar investment strategies, policies and restrictions as MPA, although there are some differences. In addition, you are being asked to vote as a separate class on a proposal to approve the MPA Reorganization Agreement and the MPA Reorganization.

Preferred Shareholders of the Acquiring Fund: You and the common shareholders of the Acquiring Fund are being asked to vote as a single class on a proposal to approve the issuance of additional common shares of the Acquiring Fund in connection with the BKN Reorganization, the MYD Reorganization, the MQT Reorganization, the BHV Reorganization and the MPA Reorganization (each, a “Reorganization”). In addition, you are being asked to vote as a separate class on a proposal to approve each Reorganization Agreement and the transactions contemplated therein.

The enclosed Proxy Statement is only being delivered to the Funds’ preferred shareholders. The common shareholders of each Fund are also being asked to attend the Special Meeting and to vote with respect to the proposals described above that require the vote of the common shareholders and preferred shareholders as a single class. Each Fund is delivering to its common shareholders a separate joint proxy statement/prospectus with respect to the proposals described above.

The Board of Directors or Board of Trustees, as applicable, of each Fund believes that the proposals that the preferred shareholders of its Fund are being asked to vote upon are in the best interests of its respective Fund and its shareholders and unanimously recommends that you vote “FOR” such proposals.

Your vote is important. Attendance at the Special Meeting will be limited to each Fund’s shareholders as of August 18, 2025, the record date for the Special Meeting.

If your shares in a Fund are registered in your name, you may attend and participate in the Special Meeting at https://meetnow.global/MHNAVD5 by entering the control number found in the shaded box on your proxy card on the date and time of the Special Meeting. You may vote during the Special Meeting by following the instructions that will be available on the Special Meeting website during the Special Meeting.

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If you are a beneficial shareholder of a Fund (that is if you hold your shares of a Fund through a bank, broker, financial intermediary or other nominee) and want to attend the Special Meeting you must register in advance of the Special Meeting. To register, you must submit proof of your proxy power (legal proxy), which you can obtain from your financial intermediary or other nominee, reflecting your Fund holdings along with your name and email address to Georgeson LLC, each Fund’s tabulator. You may email an image of your legal proxy toshareholdermeetings@computershare.com. Requests for registration must be received no later than 5:00 p.m. (Eastern Time) three business days prior to the Special Meeting date. You will receive a confirmation email from Georgeson LLC of your registration and a control number and security code that will allow you to vote at the Special Meeting.

Even if you plan to attend the Special Meeting, please promptly follow the enclosed instructions to submit voting instructions by telephone or via the Internet. Alternatively, you may submit voting instructions by signing and dating each proxy card or voting instruction form you receive, and if received by mail, returning it in the accompanying postage-paid return envelope.

We encourage you to carefully review the enclosed materials, which explain the proposals in more detail. As a shareholder, your vote is important, and we hope that you will respond today to ensure that your shares will be represented at the Special Meeting. You may vote using one of the methods below by following the instructions on your proxy card or voting instruction form(s):

If you do not vote using one of the methods described above, you may be called by Georgeson LLC, the Funds’ proxy solicitor, to vote your shares.

If you have any questions about the proposals to be voted on or the virtual Special Meeting, please call Georgeson LLC, the firm assisting us in the solicitation of proxies, toll free at 1-833-880-9327.

As always, we appreciate your support.

Sincerely,

JOHN M. PERLOWSKI

President and Chief Executive Officer of the Funds

Please votenow. Your vote is important.

To avoid the wasteful and unnecessary expense of further solicitation(s), we urge you to indicate your voting instructions on the enclosed proxy card, date and sign it and return it promptly in the postage-paid envelope provided, or record your voting instructions by telephone or via the internet, no matter how large or small your holdings may be. If you submit a properly executed proxy but do not indicate how you wish your preferred shares to be voted, your preferred shares will be voted “FOR” the proposal. If your preferred shares are held through a broker, you must provide voting instructions to your broker about how to vote your preferred shares in order for your broker to vote your preferred shares as you instruct at the Special Meeting.

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September 8, 2025

IMPORTANT NOTICE

TO PREFERRED SHAREHOLDERS OF

QUESTIONS & ANSWERS

Although we urge you to read the entire Proxy Statement, we have provided for your convenience a brief overview of some of the important questions concerning the joint special shareholder meeting (the “Special Meeting”) of BlackRock Investment Quality Municipal Trust, Inc. (“BKN”), BlackRock MuniYield Fund, Inc. (“MYD”), BlackRock MuniYield Quality Fund II, Inc. (“MQT”), BlackRock Virginia Municipal Bond Trust (“BHV”) and BlackRock MuniYield Pennsylvania Quality Fund (“MPA”) (collectively, the “Target Funds”), and BlackRock MuniYield Quality Fund, Inc. (“MQY” or the “Acquiring Fund” and collectively with BKN, MYD, MQT, BHV and MPA, the “Funds,” and each, a “Fund”) and the proposals to be voted on. It is expected that the effective dates (collectively, the “Closing Date”) of the Reorganizations will be sometime during the fourth quarter of 2025, but they may be at a different time as described in the Proxy Statement.

The enclosed Proxy Statement is being sent only to (i) the holders of Variable Rate Demand Preferred Shares (“VRDP Shares” and the holders thereof, “VRDP Holders,”) of the Acquiring Fund, MYD, BHV and MPA and (ii) the holders of Variable Muni Term Preferred Shares (“VMTP Shares” and the holders thereof, “VMTP Holders”) of BKN and MQT. Each Fund is separately soliciting the votes of its holders of shares of common stock (together with the VRDP Shares or VMTP Shares of each Fund, as applicable, the “Shares”) through a separate joint proxy statement/prospectus.

You are also being asked to vote as a separate class on a proposal to approve the BKN Reorganization Agreement and the BKN Reorganization.

i

Preferred Shareholders of BlackRock MuniYield Fund, Inc. (NYSE Ticker: MYD): You and the common shareholders of MYD are being asked to vote as a single class on a proposal to approve an Agreement and Plan of Reorganization between MYD and the Acquiring Fund (the “MYD Reorganization Agreement”) and the transactions contemplated therein, including (i) the acquisition by the Acquiring Fund of substantially all of MYD’s assets and the assumption by the Acquiring Fund of substantially all of MYD’s liabilities in exchange solely for newly issued common shares and VRDP Shares of the Acquiring Fund, which will be distributed to the common shareholders (although cash may be distributed in lieu of fractional common shares) and VRDP Holders, respectively, of MYD, and which shall constitute the sole consideration to be distributed or paid to the common shareholders (although cash may be distributed in lieu of fractional common shares) and the VRDP Holders in respect of their common shares and VRDP Shares, respectively, and (ii) the termination by MYD of its registration under the 1940 Act, and the liquidation, dissolution and termination of MYD in accordance with its charter and Maryland law (the “MYD Reorganization”).

You are also being asked to vote as a separate class on a proposal to approve the MYD Reorganization Agreement and the MYD Reorganization.

Preferred Shareholders of BlackRock MuniYield Quality Fund II, Inc. (NYSE Ticker: MQT): You and the common shareholders of MQT are being asked to vote as a single class on a proposal to approve an Agreement and Plan of Reorganization between MQT and the Acquiring Fund (the “MQT Reorganization Agreement”) and the transactions contemplated therein, including (i) the acquisition by the Acquiring Fund of substantially all of MQT’s assets and the assumption by the Acquiring Fund of substantially all of MQT’s liabilities in exchange solely for newly issued common shares and VRDP Shares of the Acquiring Fund, which will be distributed to the common shareholders (although cash may be distributed in lieu of fractional common shares) and VMTP Holders, respectively, of MQT, and which shall constitute the sole consideration to be distributed or paid to the common shareholders (although cash may be distributed in lieu of fractional common shares) and the VMTP Holders in respect of their common shares and VMTP Shares, respectively, and (ii) the termination by MQT of its registration under the 1940 Act, and the liquidation, dissolution and termination of MQT in accordance with its charter and Maryland law (the “MQT Reorganization”).

You are also being asked to vote as a separate class on a proposal to approve the MQT Reorganization Agreement and the MQT Reorganization.

Preferred Shareholders of BlackRock Virginia Municipal Bond Trust (NYSE Ticker: BHV): You and the common shareholders of BHV are being asked to vote as a single class on a proposal to approve an Agreement and Plan of Reorganization between BHV and the Acquiring Fund (the “BHV Reorganization Agreement”) and the transactions contemplated therein, including (i) the acquisition by the Acquiring Fund of substantially all of BHV’s assets and the assumption by the Acquiring Fund of substantially all of BHV’s liabilities in exchange solely for newly issued common shares and VRDP Shares of the Acquiring Fund, which will be distributed to the common shareholders (although cash may be distributed in lieu of fractional common shares) and VRDP Holders, respectively, of BHV, and which shall constitute the sole consideration to be distributed or paid to the common shareholders (although cash may be distributed in lieu of fractional common shares) and the VRDP Holders in respect of their common shares and VRDP Shares, respectively, and (ii) the termination by BHV of its registration under the 1940 Act, and the liquidation, dissolution and termination of BHV in accordance with its Agreement and Declaration of Trust and Delaware law (the “BHV Reorganization”).

You are also being asked to vote as a separate class on a proposal to approve the BHV Reorganization Agreement and the BHV Reorganization.

ii

Preferred Shareholders of BlackRock MuniYield Pennsylvania Quality Fund (NYSE Ticker: MPA): You and the common shareholders of MPA are being asked to vote as a single class on a proposal to approve an Agreement and Plan of Reorganization between MPA and the Acquiring Fund (the “MPA Reorganization Agreement” and collectively with the BKN Reorganization Agreement, MYD Reorganization Agreement, MQT Reorganization Agreement and BHV Reorganization Agreement, the “Reorganization Agreements”) and the transactions contemplated therein, including (i) the acquisition by the Acquiring Fund of substantially all of MPA’s assets and the assumption by the Acquiring Fund of substantially all of MPA’s liabilities in exchange solely for newly issued common shares and VRDP Shares of the Acquiring Fund, which will be distributed to the common shareholders (although cash may be distributed in lieu of fractional common shares) and VRDP Holders, respectively, of MPA, and which shall constitute the sole consideration to be distributed or paid to the common shareholders (although cash may be distributed in lieu of fractional common shares) and the VRDP Holders in respect of their common shares and VRDP Shares, respectively, and (ii) the termination by MPA of its registration under the 1940 Act, and the liquidation, dissolution and termination of MPA in accordance with its Declaration of Trust and Massachusetts law (the “MPA Reorganization” and collectively with the BKN Reorganization, the MYD Reorganization, the MQT Reorganization and the BHV Reorganization, the “Reorganizations”).

You are also being asked to vote as a separate class on a proposal to approve the MPA Reorganization Agreement and the MPA Reorganization.

Preferred Shareholders of BlackRock MuniYield Quality Fund, Inc. (NYSE Ticker: MQY): You and the common shareholders of the Acquiring Fund are being asked to vote as a single class on a proposal to approve the issuance of additional common shares of the Acquiring Fund in connection with each Reorganization Agreement (each, an “Issuance” and collectively, the “Issuances”).

You are also being asked to vote as a separate class on a proposal to approve each Reorganization Agreement and the transactions contemplated therein, including amendments to the Articles Supplementary of Variable Rate Demand Preferred Shares of the Acquiring Fund (“MQY Articles Supplementary”) in connection with the issuance of additional Acquiring Fund VRDP Shares.

The term “Combined Fund” refers to the Acquiring Fund as the surviving Fund after the consummation of each of the Reorganizations.

Each Reorganization is not contingent upon the approval of any other Reorganization. If a Reorganization is not consummated, the Fund for which such Reorganization(s) was not consummated would continue to exist and operate on a standalone basis.

iii

In light of these similarities, the Reorganizations are intended to reduce fund redundancies and create a single, larger fund that may benefit from anticipated operating efficiencies and economies of scale. The Reorganizations are intended to result in the following potential benefits to common shareholders:

The Board of each Fund, including Board Members thereof who are not “interested persons” (as defined in the 1940 Act), approved its Reorganization(s), its Reorganization Agreement(s) and the Issuances, as applicable, concluding that the Reorganization(s) is in the best interests of its Fund and that the interests of existing common shareholders and preferred shareholders of its Fund will not be diluted with respect to NAV and liquidation preference, respectively, as a result of the Reorganization(s). As a result of the Reorganizations, however, common and preferred shareholders of each Fund may hold a reduced percentage of ownership in the larger Combined Fund than they did in any of the individual Funds before the Reorganizations. Each Board’s conclusion was based on each Board Member’s business judgment after consideration of all relevant factors taken as a whole with respect to its Fund and the Fund’s common and preferred shareholders, although individual Board Members may have placed different weight on various factors and assigned different degrees of materiality to various factors.

Because the shareholders of each Fund will vote separately on the Fund’s respective Reorganization(s) or Issuances, as applicable, there are multiple potential combinations of Reorganizations. To the extent any Reorganization is not completed, any expected expense savings by the Combined Fund, or other potential benefits resulting from the Reorganizations, may be reduced.

If a Reorganization is not consummated, then the Investment Advisor may, in connection with ongoing management of the Fund for which such Reorganization(s) was not consummated and its product line, recommend alternative proposals to the Board of that Fund.

iv

In connection with the Reorganizations, the Acquiring Fund expects to issue 678 additional VRDP Shares to BKN VMTP Holders, 2,514 additional VRDP Shares to MYD VRDP Holders, 786 additional VRDP Shares to MQT VMTP Holders, 116 additional VRDP Shares to BHV VRDP Holders and 826 additional VRDP Shares to MPA VRDP Holders. Following the completion of the Reorganizations, the Combined Fund is expected to have 9,423 VRDP Shares outstanding.

The Board of each Fund has authorized the redemption of up to 67% of the Fund’s currently outstanding VRDP Shares or VMTP Shares, as applicable, on one or more occasions between April 1, 2025 and October 1, 2025. Any such redemption is not related to the Reorganizations or contingent on shareholder approval of the Reorganizations. The timing and amount of any redemption of a Fund’s currently outstanding VRDP Shares or VMTP Shares, as applicable, would depend on a number of factors, including, among others, the desired mix of leverage from preferred shares versus residual interest municipal tender option bonds (“TOBs”), yield levels and borrowing costs.

Assuming all of the Reorganizations are approved by shareholders, upon the Closing Date of the Reorganizations, BKN, MYD, MQT, BHV and MPA VMTP Holders or VRDP Holders, as applicable, will receive on a one-for-one basis one newly issued Acquiring Fund VRDP Share, par value $0.10 per share and with a liquidation preference of $100,000 per share (plus any accumulated and unpaid dividends that have accrued on the BKN, MYD, MQT, BHV or MPA VMTP Shares or VRDP Shares, as applicable, up to and including the day immediately preceding the Closing Date if such dividends have not been paid prior to the Closing Date), in exchange for each BKN, MYD, MQT, BHV and MPA VMTP Share or VRDP Share held by the BKN, MYD, MQT, BHV and MPA VMTP Holders or VRDP Holders, as applicable, immediately prior to the Closing Date. The newly issued Acquiring Fund VRDP Shares are expected to be of an identical or a substantially identical series as those of the Acquiring Fund’s outstanding VRDP Shares. No fractional Acquiring Fund VRDP Shares will be issued. The terms of the Acquiring Fund VRDP Shares to be issued in connection with the Reorganizations will be identical or substantially identical to the terms of the Acquiring Fund’s outstanding VRDP Shares and will rank on parity with the Acquiring Fund’s outstanding VRDP Shares as to the payment of dividends and the distribution of assets upon dissolution, liquidation or winding up of the affairs of the Acquiring Fund. The Reorganizations will not result in any changes to the terms of the Acquiring Fund’s VRDP Shares currently outstanding.

The newly issued Acquiring Fund VRDP Shares will have terms that are substantially similar to the terms of the outstanding MYD, BHV and MPA VRDP Shares, except that the dividend rate of the newly issued Acquiring Fund VRDP Shares may differ. In addition, the MYD, BHV and MPA VRDP Shares have a mandatory redemption date of July 1, 2041, July 1, 2042 and June 1, 2041, respectively, while the newly issued Acquiring Fund VRDP Shares are expected to have a mandatory redemption date of 30 years from the date of issuance.

v

The dividend rate of the BKN and MQT VMTP Shares is based on a variable rate set weekly at a fixed rate spread to the Securities Industry and Financial Markets Association Municipal Swap Index. The term redemption date of the BKN and MQT VMTP Shares is July 2, 2026.

The Acquiring Fund may designate any succeeding subsequent rate period of the VRDP Shares as a “special rate period” subject to the restrictions and requirements set forth in the governing instrument for its VRDP Shares. During a special rate period, the Acquiring Fund may choose to modify the terms of the VRDP Shares as permitted by the governing instrument for its VRDP Shares, including, for example, special provisions relating to the calculation of dividends and the redemption of the VRDP Shares. See “Information about the Preferred Shares of the Funds” in the Proxy Statement for additional information about the preferred shares of each Fund.

None of the expenses of the Reorganizations are expected to be borne by the VMTP Holders or the VRDP Holders, as applicable, of the Funds.

Following the Reorganizations, the VRDP Holders or VMTP Holders of each Fund, as applicable, will be VRDP Holders of the larger Combined Fund that will have a larger asset base and more preferred shares outstanding than any Fund individually before the Reorganizations. With respect to matters requiring all preferred shareholders to vote separately or common and preferred shareholders to vote together as a single class, following the Reorganizations, VRDP Holders of the Combined Fund may hold a smaller percentage of the outstanding preferred shares of the Combined Fund as compared to their percentage holdings of outstanding preferred shares of their respective Fund prior to the Reorganizations.

Each of the Acquiring Fund, BKN, MYD, MQT, BHV and MPA has its common shares listed on the NYSE. The Acquiring Fund, MYD, BHV and MPA each has privately placed VRDP Shares outstanding. BKN and MQT each has privately placed VMTP Shares outstanding. Each of the Acquiring Fund, BKN, MYD, MQT, BHV and MPA are managed by a team of investment professionals led by Michael Kalinoski, CFA, Director at BlackRock, Walter O’Connor, CFA, Managing Director at BlackRock, Christian Romaglino, CFA, Director at BlackRock, Kevin Maloney, CFA, Director at BlackRock, Phillip Soccio, CFA, Director at BlackRock and Kristi Manidis, Director at BlackRock. Following the Reorganizations, it is expected that the Combined Fund will be managed by the same team of investment professionals.

The investment objective, principal investment strategies and operating policies, and investment restrictions of the Combined Fund will be those of the Acquiring Fund, which are similar to those of BKN, MYD, MQT, BHV and MPA, although there are some differences as set out below.

vi

Investment Objective:

Municipal Bonds: Below is a comparison of each Fund’s 80% investment policy with respect to municipal obligations issued by or on behalf of states, territories and possessions of the United States and their political subdivisions, agencies or instrumentalities, each of which pays interest that, in the opinion of bond counsel to the issuer, is excludable from gross income for federal income tax purposes (except that the interest may be includable in taxable income for purposes of the federal alternative minimum tax) (“Municipal Bonds”) or investments the income from which is exempt from federal income tax (except that the interest may be subject to the federal alternative minimum tax).

vii

Investment Grade and Non-Investment Grade Securities: Below is a comparison of each Fund’s policy with respect to investment in investment grade quality securities andnon-investment grade quality securities. Investment grade quality means that such bonds are rated, at the time of investment, within the four highest grades (Baa or BBB or better by Moody’s Investor Service, Inc. (“Moody’s”), S&P Global Ratings (“S&P”) or Fitch Ratings (“Fitch”)) or are unrated but judged to be of comparable quality by the Investment Advisor. Below investment grade quality means securities rated at the time of purchase Ba or below by Moody’s, BB or below by S&P or Fitch, or securities determined by the Investment Advisor to be of comparable quality. Below investment grade quality is regarded as predominantly speculative with respect to the issuer’s capacity to pay interest and repay principal. Such securities commonly are referred to as “high yield” or “junk” bonds.

viii

ix

Bond Maturity: Below is a comparison of each Fund’s policy with respect to bond maturity.

x

Leverage: Each Fund utilizes leverage through the issuance of either VMTP Shares or VRDP Shares and residual interest municipal tender option bonds (“TOBs”). See “The Acquiring Fund’s Investments—Leverage;” “Risk Factors and Special Considerations—General Risks of Investing in the Acquiring Fund—Leverage Risk;” and “Risk Factors and Special Considerations—General Risks of Investing in the Acquiring Fund—Tender Option Bond Risk.” Each of BKN and MQT currently leverages its assets through the use of VMTP Shares and TOBs. Each of the Acquiring Fund, MYD, BHV and MPA currently leverages its assets through the use of VRDP Shares and TOBs. The Acquiring Fund is expected to continue to leverage its assets through the use of VRDP Shares and TOBs after the Closing Date of the Reorganizations. As noted above, the Board of the Acquiring Fund has authorized the redemption of up to 67% of the Fund’s currently outstanding VRDP Shares on one or more occasions between April 1, 2025 and October 1, 2025, which redemption is not subject to shareholder approval of any of the Reorganizations. Please see “Information about the Preferred Shares of the Funds” in the Proxy Statement for additional information about the preferred shares of each Fund.

The annualized dividend rates for the preferred shares for each Fund’s twelve-month period ended January 31, 2025 were as follows:

Please see below a comparison of certain important ratios related to (i) each Fund’s use of leverage as of July 31, 2025, (ii) the Combined Fund’s estimated use of leverage, assuming only the Reorganization of BHV into the Acquiring Fund had taken place as of July 31, 2025, and (iii) the Combined Fund’s estimated use of leverage, assuming the Reorganizations of all the Funds had taken place as of July 31, 2025.

xi

providers with respect to the outstanding MYD, BHV, MPA and Acquiring Fund VRDP Shares, the Acquiring Fund will acquire substantially all of a Target Fund’s assets and assume substantially all of such Target Fund’s liabilities in exchange solely for newly issued common shares and VRDP Shares of the Acquiring Fund, which will be distributed to the shareholders of the Target Fund (although cash will be distributed in lieu of fractional common shares). A Target Fund will then terminate its registration under the 1940 Act and liquidate, dissolve and terminate in accordance with its respective charter/declaration of trust and applicable state law.

Shareholders of BKN, MYD, MQT, BHV and MPA will become shareholders of the Acquiring Fund. Common shareholders of BKN, MYD, MQT, BHV and MPA will receive newly issued common shares of the Acquiring Fund, par value $0.10 per share, the aggregate NAV (not the market value) of which will equal the aggregate NAV (not the market value) of the common shares of BKN, MYD, MQT, BHV and MPA such shareholders held immediately prior to the Closing Date (although common shareholders of BKN, MYD, MQT, BHV and MPA may receive cash for fractional common shares). The aggregate NAV of each Fund immediately prior to the applicable Reorganization will reflect accrued expenses associated with such Reorganization. The NAV of BKN, MYD, MQT, BHV and MPA common shares will not be diluted as a result of the Reorganizations. The common shareholders of each Fund have substantially similar voting rights and rights with respect to the payment of dividends and distribution of assets upon liquidation of their respective Fund and have no preemptive, conversion or exchange rights.

On the Closing Date of the Reorganizations, BKN, MYD, MQT, BHV and MPA VMTP Holders or VRDP Holders, as applicable, will receive on a one-for-one basis one newly issued Acquiring Fund VRDP Share, par value $0.10 per share and with a liquidation preference of $100,000 per share (plus any accumulated and unpaid dividends that have accrued on the BKN, MYD, MQT, BHV or MPA VMTP Shares or VRDP Shares, as applicable, up to and including the day immediately preceding the Closing Date of the Reorganizations if such dividends have not been paid prior to the Closing Date), in exchange for each BKN, MYD, MQT, BHV or MPA VRDP Share or VMTP Share held by the BKN, MYD, MQT, BHV or MPA VMTP Holders or VRDP Holders, as applicable, immediately prior to the Closing Date. The newly issued Acquiring Fund VRDP Shares are expected to be of an identical or a substantially identical series as those of the Acquiring Fund’s outstanding VRDP Shares. No fractional Acquiring Fund VRDP Shares will be issued. The terms of the Acquiring Fund VRDP Shares to be issued in connection with the Reorganizations will be identical or substantially identical to the terms of the Acquiring Fund’s outstanding VRDP Shares and will rank on parity with the Acquiring Fund’s outstanding VRDP Shares as to the payment of dividends and the distribution of assets upon dissolution, liquidation or winding up of the affairs of the Acquiring Fund. The Reorganizations will not result in any changes to the terms of the Acquiring Fund’s VRDP Shares currently outstanding.

The newly issued Acquiring Fund VRDP Shares will have terms that are substantially similar to the terms of the outstanding MYD, BHV and MPA VRDP Shares, except that the dividend rate of the newly issued Acquiring Fund VRDP Shares may differ. In addition, the MYD, BHV and MPA VRDP Shares have a mandatory redemption date of July 1, 2041, July 1, 2042 and June 1, 2041, respectively, while the newly issued Acquiring Fund VRDP Shares are expected to have a mandatory redemption date of 30 years from the date of issuance.

The dividend rate of the BKN and MQT VMTP Shares is based on a variable rate set weekly at a fixed rate spread to the Securities Industry and Financial Markets Association Municipal Swap Index. The term redemption date of the BKN and MQT VMTP Shares is July 2, 2026.

xii

The Acquiring Fund may designate any succeeding subsequent rate period of the VRDP Shares as a “special rate period” subject to the restrictions and requirements set forth in the governing instrument for its VRDP Shares. During a special rate period, the Acquiring Fund may choose to modify the terms of the VRDP Shares as permitted by the governing instrument for its VRDP Shares, including, for example, special provisions relating to the calculation of dividends and the redemption of the VRDP Shares. See “Information about the Preferred Shares of the Funds” in the Proxy Statement for additional information about the preferred shares of each Fund.

Shareholders of the Acquiring Fund will remain shareholders of the Acquiring Fund, which will have additional common shares and VRDP Shares outstanding after the Reorganizations.

As discussed above, shareholders of each Fund may receive distributions prior to, or after, the consummation of the Reorganizations, including distributions attributable to their proportionate share of each Fund’s undistributed net investment income declared prior to the consummation of the Reorganizations or the Combined Fund built-in gains, if any, recognized after the Reorganizations, when such income and gains are eventually distributed by the Combined Fund. To the extent that such a distribution is not an “exempt interest dividend” (as defined in the Code), the distribution may be taxable to shareholders for U.S. federal income tax purposes.

The Funds’ shareholders should consult their own tax advisers regarding the U.S. federal income tax consequences of the Reorganizations, as well as the effects of state, local and non-U.S. tax laws, including possible changes in tax laws.

However, BHV and MPA shareholders would remain invested in a fund that seeks to obtain income that is exempt from federal income taxes and that has greater flexibility to invest in a broader range of issuers than a fund that focuses its investments in a single state.

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Common shareholders of each Fund will indirectly bear all or a portion of the costs of the Reorganizations. The expenses of the Reorganizations of BKN, MYD, MQT, BHV, MPA and the Acquiring Fund are estimated to be approximately $323,000, $477,000, $331,000, $187,000, $270,000 and $592,000, respectively, of which the Investment Advisor will bear approximately $0, $146,000, $0, $0, $0 and $0, respectively. The actual costs associated with the Reorganizations may be more or less than the estimated costs discussed herein.

VMTP Holders and VRDP Holders, as applicable, are not expected to bear any costs of the Reorganizations.

Neither the Funds nor the Investment Advisor will pay any direct expenses of shareholders arising out of or in connection with the Reorganizations (e.g., expenses incurred by the shareholder as a result of attending the Special Meeting, voting on the Reorganizations or other action taken by the shareholder in connection with the Reorganizations).

The MYD Reorganization is contingent upon the following approvals:

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The MQT Reorganization is contingent upon the following approvals:

The BHV Reorganization is contingent upon the following approvals:

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The MPA Reorganization is contingent upon the following approvals:

Each Reorganization is not contingent upon the approval of any other Reorganization. If a Reorganization is not consummated, the Fund for which such Reorganization(s) was not consummated would continue to exist and operate on a standalone basis.

If the requisite shareholder approvals for a Reorganization are not obtained or a Reorganization is not otherwise consummated, the Board of the Fund(s) for which such Reorganization(s) were not consummated may take such actions as it deems in the best interests of the Fund, including conducting additional solicitations with respect to the Reorganization(s) or continuing to operate the Fund as a standalone Maryland corporation, Delaware statutory trust or Massachusetts business trust, as applicable, registered under the 1940 Act as aclosed-end management investment company advised by the Investment Advisor. The Investment Advisor may, in connection with the ongoing management of the Fund and its product line, recommend alternative proposals to the Board of the Fund.

In order for the Reorganizations to occur, each Fund must obtain all requisite shareholder approvals with respect to its Reorganization(s), as well as certain consents, confirmations and/or waivers from various third parties, including the liquidity providers with respect to the outstanding Acquiring Fund, MYD, BHV and MPA VRDP Shares. Because the closing of each Reorganization is contingent upon the applicable Fund and the Acquiring Fund obtaining the requisite shareholder approvals and third-party consents and satisfying (or obtaining the waiver of) other closing conditions, it is possible that a Reorganization will not occur, or that only one of BKN, MYD, MQT, BHV or MPA will be reorganized into the Acquiring Fund, even if shareholders of a Fund entitled to vote on the Reorganization approve the Reorganization and such Fund satisfies all of its closing conditions, if the other Fund does not obtain its requisite shareholder approvals or satisfy its closing conditions.

The preferred shares were issued on a private placement basis to one or a small number of institutional holders. Please see “Information about the Preferred Shares of the Funds” in the Proxy Statement for additional information. To the extent that one or more preferred shareholder of BKN, MYD, MQT, BHV, MPA or the Acquiring Fund owns, holds or controls, individually or in the aggregate, all or a significant portion of such Fund’s outstanding preferred shares, the preferred shareholder approval required for a Reorganization may turn on the exercise of voting rights by

xvi such particular preferred shareholder(s) and its (or their) determination as to the favorability of the Reorganization with respect to its (or their) interests. The Funds exercise no influence or control over the determinations of such preferred shareholder(s) with respect to the Reorganizations; there is no guarantee that such preferred shareholder(s) will approve the Reorganizations, over which it (or they) may exercise effective disposition power.

We are also seeking the approval of each Reorganization Agreement and the transactions contemplated therein, including amendments to the MQY Articles Supplementary in connection with the issuance of additional Acquiring Fund VRDP Shares, by the Acquiring Fund VRDP Holders voting as a separate class pursuant to the governing documents of the Acquiring Fund VRDP Shares. If Acquiring Fund VRDP Holders do not approve a Reorganization Agreement as a separate class, then the corresponding Reorganization will not occur.

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or postponement thereof. You may cast your vote by mail, phone, internet or by participating at the Special Meeting as described below.

To vote by mail, please mark your vote on the enclosed proxy card and sign, date and return the card in the postage-paid envelope provided.

If you choose to vote by phone or internet, please refer to the instructions found on the proxy card accompanying the Proxy Statement. To vote by phone or internet, you will need the “control number” that appears on the proxy card. In addition, we ask that you please note the following:

If your shares in a Fund are registered in your name, you may attend and participate in the Special Meeting at meetnow.global/MHNAVD5 by entering the control number found in the shaded box in your proxy card on the date and timing of the Special Meeting. You may vote during the Special Meeting by following the instructions that will be available on the Special Meeting website during the Special Meeting.

Also, if you are a beneficial shareholder of a Fund, you will not be able to vote at the virtual Special Meeting unless you have registered in advance to attend the Special Meeting. To register, you must submit proof of your proxy power (legal proxy), which you can obtain from your financial intermediary or other nominee, reflecting your Fund holdings along with your name and email address to Georgeson LLC (“Georgeson”), each Fund’s tabulator. You may email an image of your legal proxy to shareholdermeetings@computershare.com. Requests for registration must be received no later than 5:00 p.m. (Eastern Time) three business days prior to the Special Meeting date. You will receive a confirmation email from Georgeson of your registration and a control number and security code that will allow you to vote at the Special Meeting.

Even if you plan to attend the Special Meeting, please promptly follow the enclosed instructions to submit voting instructions by telephone or via the Internet. Alternatively, you may submit voting instructions by signing and dating each proxy card you receive, and if received by mail, returning it in the accompanying postage-paid return envelope.

We recognize the inconvenience of the proxy solicitation process and would not impose on you if we did not believe that the matters being proposed were important. Once your vote has been registered with the proxy solicitor, your name will be removed from the solicitor’s follow-up contact list.

Your vote is very important. We encourage you as a shareholder to participate by returning your vote as soon as possible. If enough shareholders fail to cast their votes, a Fund may not be

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** able to hold the Special Meeting or the vote on the applicable proposals, and will be required to incur additional solicitation costs in order to obtain sufficient shareholder participation.**

Important additional information about the Reorganizations is set forth

in the accompanying Proxy Statement.

Please read it carefully.

xix

NOTICE OF JOINT SPECIAL MEETING OF SHAREHOLDERS

TO BE HELD ON OCTOBER 15, 2025

Notice is hereby given that a joint special meeting of shareholders (the “Special Meeting”) of BlackRock Investment Quality Municipal Trust, Inc. (NYSE Ticker: BKN) (“BKN”), BlackRock MuniYield Fund, Inc. (NYSE Ticker: MYD) (“MYD”), BlackRock MuniYield Quality Fund II, Inc. (NYSE Ticker: MQT) (“MQT”), BlackRock Virginia Municipal Bond Trust (NYSE Ticker: BHV) (“BHV”), BlackRock MuniYield Pennsylvania Quality Fund (NYSE Ticker: MPA) (“MPA”) and BlackRock MuniYield Quality Fund, Inc. (NYSE Ticker: MQY) (“MQY” or the “Acquiring Fund,” and collectively with BKN, MYD, MQT, BHV and MPA, the “Funds,” and each, a “Fund”) will be held on October 15, 2025 at 2:00 pm (Eastern Time) for the following purposes:

Proposal 1: The Reorganizations of the Funds

For Shareholders of BKN:

Proposal 1(A): The common shareholders and holders of Variable Rate Muni Term Preferred Shares (“VMTP Shares” and the holders thereof, “VMTP Holders”) of BKN are being asked to vote as a single class on a proposal to approve an Agreement and Plan of Reorganization between BKN and the Acquiring Fund (the “BKN Reorganization Agreement”) and the transactions contemplated therein, including (i) the acquisition by the Acquiring Fund of substantially all of BKN’s assets and the assumption by the Acquiring Fund of substantially all of BKN’s liabilities in exchange solely for newly issued common shares and Variable Rate Demand Preferred Shares (“VRDP Shares” and the holders thereof, “VRDP Holders”) of the Acquiring Fund, which will be distributed to the common shareholders (although cash may be distributed in lieu of fractional common shares) and VMTP Holders, respectively, of BKN, and which shall constitute the sole consideration to be distributed or paid to the common shareholders (although cash may be distributed in lieu of fractional common shares) and the VMTP Holders in respect of their common shares and VMTP Shares, respectively, and (ii) the termination by BKN of its registration under the Investment Company Act of 1940, as amended (the “1940 Act”), and the liquidation, dissolution and termination of BKN in accordance with its charter and Maryland law (the “BKN Reorganization”).

Proposal 1(B): The VMTP Holders of BKN are being asked to vote as a separate class on a proposal to approve the BKN Reorganization Agreement and the BKN Reorganization.

For Shareholders of MYD:

Proposal 1(C): The common shareholders and VRDP Holders of MYD are being asked to vote as a single class on a proposal to approve an Agreement and Plan of Reorganization between MYD and the Acquiring Fund (the “MYD Reorganization Agreement”) and the transactions contemplated therein, including (i) the acquisition by the Acquiring Fund of substantially all of MYD’s assets and the assumption by the Acquiring Fund of substantially all of MYD’s liabilities in exchange solely for

i newly issued common shares and VRDP Shares of the Acquiring Fund, which will be distributed to the common shareholders (although cash may be distributed in lieu of fractional common shares) and VRDP Holders, respectively, of MYD, and which shall constitute the sole consideration to be distributed or paid to the common shareholders (although cash may be distributed in lieu of fractional common shares) and the VRDP Holders in respect of their common shares and VRDP Shares, respectively, and (ii) the termination by MYD of its registration under the 1940 Act, and the liquidation, dissolution and termination of MYD in accordance with its charter and Maryland law (the “MYD Reorganization”).

Proposal 1(D): The VRDP Holders of MYD are being asked to vote as a separate class on a proposal to approve the MYD Reorganization Agreement and the MYD Reorganization.

For Shareholders of MQT:

Proposal 1(E): The common shareholders and VMTP Holders of MQT are being asked to vote as a single class on a proposal to approve an Agreement and Plan of Reorganization between MQT and the Acquiring Fund (the “MQT Reorganization Agreement”) and the transactions contemplated therein, including (i) the acquisition by the Acquiring Fund of substantially all of MQT’s assets and the assumption by the Acquiring Fund of substantially all of MQT’s liabilities in exchange solely for newly issued common shares and VRDP Shares of the Acquiring Fund, which will be distributed to the common shareholders (although cash may be distributed in lieu of fractional common shares) and VMTP Holders, respectively, of MQT, and which shall constitute the sole consideration to be distributed or paid to the common shareholders (although cash may be distributed in lieu of fractional common shares) and the VMTP Holders in respect of their common shares and VMTP Shares, respectively, and (ii) the termination by MQT of its registration under the 1940 Act, and the liquidation, dissolution and termination of MQT in accordance with its charter and Maryland law (the “MQT Reorganization”).

Proposal 1(F): The VMTP Holders of MQT are being asked to vote as a separate class on a proposal to approve the MQT Reorganization Agreement and the MQT Reorganization.

For Shareholders of BHV:

Proposal 1(G): The common shareholders and VRDP Holders of BHV are being asked to vote as a single class on a proposal to approve an Agreement and Plan of Reorganization between BHV and the Acquiring Fund (the “BHV Reorganization Agreement”) and the transactions contemplated therein, including (i) the acquisition by the Acquiring Fund of substantially all of BHV’s assets and the assumption by the Acquiring Fund of substantially all of BHV’s liabilities in exchange solely for newly issued common shares and VRDP Shares of the Acquiring Fund, which will be distributed to the common shareholders (although cash may be distributed in lieu of fractional common shares) and VRDP Holders, respectively, of BHV, and which shall constitute the sole consideration to be distributed or paid to the common shareholders (although cash may be distributed in lieu of fractional common shares) and the VRDP Holders in respect of their common shares and VRDP Shares, respectively, and (ii) the termination by BHV of its registration under the 1940 Act, and the liquidation, dissolution and termination of BHV in accordance with its Agreement and Declaration of Trust and Delaware law (the “BHV Reorganization”).

Proposal 1(H): The VRDP Holders of BHV are being asked to vote as a separate class on a proposal to approve the BHV Reorganization Agreement and the BHV Reorganization.

For Shareholders of MPA:

Proposal 1(I): The common shareholders and VRDP Holders of MPA are being asked to vote as a single class on a proposal to approve an Agreement and Plan of Reorganization between MPA and

ii the Acquiring Fund (the “MPA Reorganization Agreement” and collectively with the BKN Reorganization Agreement, MYD Reorganization Agreement, MQT Reorganization Agreement and BHV Reorganization Agreement, the “Reorganization Agreements”) and the transactions contemplated therein, including (i) the acquisition by the Acquiring Fund of substantially all of MPA’s assets and the assumption by the Acquiring Fund of substantially all of MPA’s liabilities in exchange solely for newly issued common shares and VRDP Shares of the Acquiring Fund, which will be distributed to the common shareholders (although cash may be distributed in lieu of fractional common shares) and VRDP Holders, respectively, of MPA, and which shall constitute the sole consideration to be distributed or paid to the common shareholders (although cash may be distributed in lieu of fractional common shares) and the VRDP Holders in respect of their common shares and VRDP Shares, respectively, and (ii) the termination by MPA of its registration under the 1940 Act, and the liquidation, dissolution and termination of MPA in accordance with its Declaration of Trust and Massachusetts law (the “MPA Reorganization” and collectively with the BKN Reorganization, MYD Reorganization, MQT Reorganization and BHV Reorganization, the “Reorganizations”).

Proposal 1(J): The VRDP Holders of MPA are being asked to vote as a separate class on a proposal to approve the MYD Reorganization Agreement and the MPA Reorganization.

For Shareholders of the Acquiring Fund:

Proposal 1(K): The VRDP Holders of the Acquiring Fund are being asked to vote as a separate class on a proposal to approve the BKN Reorganization Agreement and the transactions contemplated therein, including amendments to the Articles Supplementary of Variable Rate Demand Preferred Shares of the Acquiring Fund (“MQY Articles Supplementary”) in connection with the issuance of additional Acquiring Fund VRDP Shares.

Proposal 1(L): The VRDP Holders of the Acquiring Fund are being asked to vote as a separate class on a proposal to approve the MYD Reorganization Agreement and the transactions contemplated therein, including amendments to the MQY Articles Supplementary in connection with the issuance of additional Acquiring Fund VRDP Shares.

Proposal 1(M): The VRDP Holders of the Acquiring Fund are being asked to vote as a separate class on a proposal to approve the MQT Reorganization Agreement and the transactions contemplated therein, including amendments to the MQY Articles Supplementary in connection with the issuance of additional Acquiring Fund VRDP Shares.

Proposal 1(N): The VRDP Holders of the Acquiring Fund are being asked to vote as a separate class on a proposal to approve the BHV Reorganization Agreement and the transactions contemplated therein, including amendments to the MQY Articles Supplementary in connection with the issuance of additional Acquiring Fund VRDP Shares.

Proposal 1(O): The VRDP Holders of the Acquiring Fund are being asked to vote as a separate class on a proposal to approve the MPA Reorganization Agreement and the transactions contemplated therein, including amendments to the MQY Articles Supplementary in connection with the issuance of additional Acquiring Fund VRDP Shares.

Proposal 2: The Issuance of Additional Acquiring Fund Common Shares

Proposal 2(A): The common shareholders and VRDP Holders of the Acquiring Fund are being asked to vote as a single class on a proposal to approve the issuance of additional common shares of the Acquiring Fund in connection with the BKN Reorganization Agreement (the “BKN Issuance”).

iii

Proposal 2(B): The common shareholders and VRDP Holders of the Acquiring Fund are being asked to vote as a single class on a proposal to approve the issuance of additional common shares of the Acquiring Fund in connection with the MYD Reorganization Agreement (the “MYD Issuance”).

Proposal 2(C): The common shareholders and VRDP Holders of the Acquiring Fund are being asked to vote as a single class on a proposal to approve the issuance of additional common shares of the Acquiring Fund in connection with the MQT Reorganization Agreement (the “MQT Issuance”).

Proposal 2(D): The common shareholders and VRDP Holders of the Acquiring Fund are being asked to vote as a single class on a proposal to approve the issuance of additional common shares of the Acquiring Fund in connection with the BHV Reorganization Agreement (the “BHV Issuance”).

Proposal 2(E): The common shareholders and VRDP Holders of the Acquiring Fund are being asked to vote as a single class on a proposal to approve the issuance of additional common shares of the Acquiring Fund in connection with the MPA Reorganization Agreement (the “MPA Issuance” and collectively with the BKN Issuance, MYD Issuance, MQT Issuance and BHV Issuance, the “Issuances”).

Each Reorganization is not contingent upon the approval of any other Reorganization. If a Reorganization is not consummated, the Fund for which such Reorganization(s) was not consummated would continue to exist and operate on a standalone basis.

Shareholders of record of each Fund as of the close of business on August 18, 2025 are entitled to notice of and to vote at the Special Meeting or any adjournment or postponement thereof.

The Funds are soliciting the vote of their common shareholders on Proposal 1(A), Proposal 1(C), Proposal 1(E), Proposal 1(G), Proposal 1(I), Proposal 2(A), Proposal 2(B), Proposal 2(C), Proposal 2(D) and Proposal 2(E) through a joint proxy statement/prospectus.

Each Fund is separately soliciting the votes of its respective preferred shareholders on each proposal through a separate proxy statement and not through the joint proxy statement/prospectus.

The Special Meeting will be held in a virtual meeting format only. Shareholders will not have to travel to attend the Special Meeting but will be able to view the meeting live, have a meaningful opportunity to participate, including the ability to ask questions of management, and cast their votes by accessing a web link.

All shareholders are cordially invited to attend the Special Meeting. In order to avoid delay and additional expense for the Funds and to assure that your shares are represented, please vote as promptly as possible, regardless of whether or not you plan to attend the Special Meeting. You may vote by mail, by telephone or over the Internet. To vote by mail, please mark, sign, date and mail the enclosed proxy card or voting instruction form. No postage is required if mailed in the United States. To vote by telephone, please call the toll-free number located on your proxy card or voting instruction form and follow the recorded instructions. To vote over the Internet, go to the Internet address provided on your proxy card or voting instruction form and follow the instructions.

If your shares in a Fund are registered in your name, you may attend and participate in the Special Meeting at meetnow.global/MHNAVD5 by entering the control number found in the shaded box on your proxy card on the date and time of the Special Meeting. You may vote during the Special Meeting by following the instructions that will be available on the Special Meeting website during the Special Meeting.

iv

If you are a beneficial shareholder of a Fund (that is if you hold your Fund shares through a bank, broker, financial intermediary or other nominee) and want to attend the Special Meeting you must register in advance of the Special Meeting. To register, you must submit proof of your proxy power (legal proxy), which you can obtain from your financial intermediary or other nominee, reflecting your Fund holdings along with your name and email address to Georgeson LLC, each Fund’s tabulator. You may email an image of your legal proxy toshareholdermeetings@computershare.com. Requests for registration must be received no later than 5:00 p.m. (Eastern Time) three business days prior to the Special Meeting date. You will receive a confirmation email from Georgeson LLC of your registration and a control number and security code that will allow you to vote at the Special Meeting.

Even if you plan to attend the Special Meeting, please promptly follow the enclosed instructions to submit voting instructions by telephone or via the Internet. Alternatively, you may submit voting instructions by signing and dating each proxy card or voting instruction form you receive, and if received by mail, returning it in the accompanying postage-paid return envelope.

The officers or directors of each Fund named as proxies by shareholders may participate in the Special Meeting by remote communications, including, without limitation, by means of a conference telephone or similar communications equipment by means of which all persons participating in the Special Meeting can hear and be heard by each other, and the participation of such officers, directors or trustees in the Special Meeting pursuant to any such communications system shall constitute presence at the Special Meeting.

THE BOARD OF DIRECTORS OR THE BOARD OF TRUSTEES, AS APPLICABLE (EACH, A “BOARD”), OF EACH FUND RECOMMENDS THAT YOU VOTE YOUR SHARES BY INDICATING YOUR VOTING INSTRUCTIONS ON THE ENCLOSED PROXY CARD, DATING AND SIGNING SUCH PROXY CARD AND RETURNING IT IN THE ENVELOPE PROVIDED, WHICH IS ADDRESSED FOR YOUR CONVENIENCE AND NEEDS NO POSTAGE IF MAILED IN THE UNITED STATES, OR BY RECORDING YOUR VOTING INSTRUCTIONS BY TELEPHONE OR VIA THE INTERNET.

THE BOARD OF EACH FUND UNANIMOUSLY RECOMMENDS THAT YOU CAST YOUR VOTEFOR THE APPLICABLE REORGANIZATION AGREEMENT ANDFOR THE ISSUANCE OF ADDITIONAL COMMON SHARES OF THE ACQUIRING FUND, AS APPLICABLE, IN EACH CASE, AS DESCRIBED IN THE JOINT PROXY STATEMENT/PROSPECTUS FOR COMMON SHAREHOLDERS OR THE PROXY STATEMENT FOR PREFERRED SHAREHOLDERS, AS APPLICABLE.

IN ORDER TO AVOID THE ADDITIONAL EXPENSE OF FURTHER SOLICITATION, WE ASK THAT YOU MAIL YOUR PROXY CARD OR RECORD YOUR VOTING INSTRUCTIONS BY TELEPHONE OR VIA THE INTERNET PROMPTLY.

For the Board of each Fund,

JOHN M. PERLOWSKI* *

President and Chief Executive Officer of the Funds

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YOUR VOTE IS IMPORTANT.

PLEASE VOTE PROMPTLY BY SIGNING AND RETURNING THE ENCLOSED PROXY CARD OR BY RECORDING YOUR VOTING INSTRUCTIONS BY TELEPHONE OR VIA THE INTERNET, NO MATTER HOW MANY SHARES YOU OWN.

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE JOINT SPECIAL MEETING OF SHAREHOLDERS TO BE HELD ON OCTOBER 15, 2025.

THE PROXY STATEMENT FOR THIS MEETING IS AVAILABLE AT:

**HTTPS://WWW.PROXY-DIRECT.COM/BLK-34669 **

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PROXY STATEMENT

Dated September 8, 2025

This Proxy Statement is furnished to you as a holder of (i) Variable Rate Muni Term Preferred Shares (“VMTP Shares” and the holders thereof “VMTP Holders”) of BlackRock Investment Quality Municipal Trust, Inc. (NYSE Ticker: BKN) (“BKN”); and/or (ii) Variable Rate Demand Preferred Shares (“VRDP Shares” and the holders thereof “VRDP Holders”) of BlackRock MuniYield Fund, Inc. (NYSE Ticker: MYD) (“MYD”); and/or (iii) VMTP Shares of BlackRock MuniYield Quality Fund II, Inc. (NYSE Ticker: MQT) (“MQT”); and/or (iv) VRDP Shares of BlackRock Virginia Municipal Bond Trust (NYSE Ticker: BHV) (“BHV”); and/or (v) VRDP Shares of BlackRock MuniYield Pennsylvania Quality Fund (NYSE Ticker: MPA) (“MPA”); and/or (vi) VRDP Shares of and BlackRock MuniYield Quality Fund, Inc. (NYSE Ticker: MQY) (“MQY” or the “Acquiring Fund,” and collectively with BKN, MYD, MQT, BHV and MPA, the “Funds,” and each, a “Fund”) in connection with the solicitation of proxies by each Fund’s Board of Directors/Trustees (each, a “Board,” the members of which are referred to as “Board Members”). Each of BKN, MYD, MQT, BHV and MPA may be referred to herein individually as a “Target Fund” or collectively as the “Target Funds.” The proxies will be voted at the joint special meeting of the shareholders of each Fund and at any and all adjournments, postponements and delays thereof (the “Special Meeting”). The Special Meeting will be held on October 15, 2025 at 2:00 pm (Eastern Time) to consider the proposals set forth below and discussed in greater detail elsewhere in this Proxy Statement. The Special Meeting will be held in a virtual meeting format only. Shareholders will not have to travel to attend the Special Meeting, but will be able to view the meeting live, have a meaningful opportunity to participate, including the ability to ask questions of management, and cast their votes by accessing a web link. If you are unable to attend the Special Meeting or any adjournment or postponement thereof, the Board of your Fund recommends that you vote your preferred shares, by completing and returning the enclosed proxy card or by recording your voting instructions by telephone or via the internet. The approximate mailing date of this Proxy Statement and accompanying form of proxy is September 12, 2025.

The purposes of the Special Meeting are:

Proposal 1: The Reorganizations of the Funds

For Shareholders of BKN:

Proposal 1(A): The common shareholders and VMTP Holders of BKN are being asked to vote as a single class on a proposal to approve an Agreement and Plan of Reorganization between BKN and the Acquiring Fund (the “BKN Reorganization Agreement”) and the transactions contemplated therein, including (i) the acquisition by the Acquiring Fund of substantially all of BKN’s assets and the assumption by the Acquiring Fund of substantially all of BKN’s liabilities in exchange solely for newly issued common shares and VRDP Shares of the Acquiring Fund, which will be distributed to

i the common shareholders (although cash may be distributed in lieu of fractional common shares) and VMTP Holders, respectively, of BKN, and which shall constitute the sole consideration to be distributed or paid to the common shareholders (although cash may be distributed in lieu of fractional common shares) and the VMTP Holders in respect of their common shares and VMTP Shares, respectively, and (ii) the termination by BKN of its registration under the Investment Company Act of 1940, as amended (the “1940 Act”), and the liquidation, dissolution and termination of BKN in accordance with its charter and Maryland law (the “BKN Reorganization”).

Proposal 1(B): The VMTP Holders of BKN are being asked to vote as a separate class on a proposal to approve the BKN Reorganization Agreement and the BKN Reorganization.

For Shareholders of MYD:

Proposal 1(C): The common shareholders and VRDP Holders of MYD are being asked to vote as a single class on a proposal to approve an Agreement and Plan of Reorganization between MYD and the Acquiring Fund (the “MYD Reorganization Agreement”) and the transactions contemplated therein, including (i) the acquisition by the Acquiring Fund of substantially all of MYD’s assets and the assumption by the Acquiring Fund of substantially all of MYD’s liabilities in exchange solely for newly issued common shares and VRDP Shares of the Acquiring Fund, which will be distributed to the common shareholders (although cash may be distributed in lieu of fractional common shares) and VRDP Holders, respectively, of MYD, and which shall constitute the sole consideration to be distributed or paid to the common shareholders (although cash may be distributed in lieu of fractional common shares) and the VRDP Holders in respect of their common shares and VRDP Shares, respectively, and (ii) the termination by MYD of its registration under the 1940 Act, and the liquidation, dissolution and termination of MYD in accordance with its charter and Maryland law (the “MYD Reorganization”).

Proposal 1(D): The VRDP Holders of MYD are being asked to vote as a separate class on a proposal to approve the MYD Reorganization Agreement and the MYD Reorganization.

For Shareholders of MQT:

Proposal 1(E): The common shareholders and VMTP Holders of MQT are being asked to vote as a single class on a proposal to approve an Agreement and Plan of Reorganization between MQT and the Acquiring Fund (the “MQT Reorganization Agreement”) and the transactions contemplated therein, including (i) the acquisition by the Acquiring Fund of substantially all of MQT’s assets and the assumption by the Acquiring Fund of substantially all of MQT’s liabilities in exchange solely for newly issued common shares and VRDP Shares of the Acquiring Fund, which will be distributed to the common shareholders (although cash may be distributed in lieu of fractional common shares) and VMTP Holders, respectively, of MQT, and which shall constitute the sole consideration to be distributed or paid to the common shareholders (although cash may be distributed in lieu of fractional common shares) and the VMTP Holders in respect of their common shares and VMTP Shares, respectively, and (ii) the termination by MQT of its registration under the 1940 Act, and the liquidation, dissolution and termination of MQT in accordance with its charter and Maryland law (the “MQT Reorganization”).

Proposal 1(F): The VMTP Holders of MQT are being asked to vote as a separate class on a proposal to approve the MQT Reorganization Agreement and the MQT Reorganization.

For Shareholders of BHV:

Proposal 1(G): The common shareholders and VRDP Holders of BHV are being asked to vote as a single class on a proposal to approve an Agreement and Plan of Reorganization between BHV and

ii the Acquiring Fund (the “BHV Reorganization Agreement”) and the transactions contemplated therein, including (i) the acquisition by the Acquiring Fund of substantially all of BHV’s assets and the assumption by the Acquiring Fund of substantially all of BHV’s liabilities in exchange solely for newly issued common shares and VRDP Shares of the Acquiring Fund, which will be distributed to the common shareholders (although cash may be distributed in lieu of fractional common shares) and VRDP Holders, respectively, of BHV, and which shall constitute the sole consideration to be distributed or paid to the common shareholders (although cash may be distributed in lieu of fractional common shares) and the VRDP Holders in respect of their common shares and VRDP Shares, respectively, and (ii) the termination by BHV of its registration under the 1940 Act, and the liquidation, dissolution and termination of BHV in accordance with its Agreement and Declaration of Trust and Delaware law (the “BHV Reorganization”).

Proposal 1(H): The VRDP Holders of BHV are being asked to vote as a separate class on a proposal to approve the BHV Reorganization Agreement and the BHV Reorganization.

For Shareholders of MPA:

Proposal 1(I): The common shareholders and VRDP Holders of MPA are being asked to vote as a single class on a proposal to approve an Agreement and Plan of Reorganization between MPA and the Acquiring Fund (the “MPA Reorganization Agreement” and collectively with the BKN Reorganization Agreement, MYD Reorganization Agreement, MQT Reorganization Agreement and BHV Reorganization Agreement, the “Reorganization Agreements”) and the transactions contemplated therein, including (i) the acquisition by the Acquiring Fund of substantially all of MPA’s assets and the assumption by the Acquiring Fund of substantially all of MPA’s liabilities in exchange solely for newly issued common shares and VRDP Shares of the Acquiring Fund, which will be distributed to the common shareholders (although cash may be distributed in lieu of fractional common shares) and VRDP Holders, respectively, of MPA, and which shall constitute the sole consideration to be distributed or paid to the common shareholders (although cash may be distributed in lieu of fractional common shares) and the VRDP Holders in respect of their common shares and VRDP Shares, respectively, and (ii) the termination by MPA of its registration under the 1940 Act, and the liquidation, dissolution and termination of MPA in accordance with its Declaration of Trust and Massachusetts law (the “MPA Reorganization” and collectively with the BKN Reorganization, MYD Reorganization, MQT Reorganization and BHV Reorganization, the “Reorganizations”).

Proposal 1(J): The VRDP Holders of MPA are being asked to vote as a separate class on a proposal to approve the MYD Reorganization Agreement and the MPA Reorganization.

For Shareholders of the Acquiring Fund:

Proposal 1(K): The VRDP Holders of the Acquiring Fund are being asked to vote as a separate class on a proposal to approve the BKN Reorganization Agreement and the transactions contemplated therein, including amendments to the Articles Supplementary of Variable Rate Demand Preferred Shares of the Acquiring Fund (“MQY Articles Supplementary”) in connection with the issuance of additional Acquiring Fund VRDP Shares.

Proposal 1(L): The VRDP Holders of the Acquiring Fund are being asked to vote as a separate class on a proposal to approve the MYD Reorganization Agreement and the transactions contemplated therein, including amendments to the MQY Articles Supplementary in connection with the issuance of additional Acquiring Fund VRDP Shares.

Proposal 1(M): The VRDP Holders of the Acquiring Fund are being asked to vote as a separate class on a proposal to approve the MQT Reorganization Agreement and the transactions contemplated

iii therein, including amendments to the MQY Articles Supplementary in connection with the issuance of additional Acquiring Fund VRDP Shares.

Proposal 1(N): The VRDP Holders of the Acquiring Fund are being asked to vote as a separate class on a proposal to approve the BHV Reorganization Agreement and the transactions contemplated therein, including amendments to the MQY Articles Supplementary in connection with the issuance of additional Acquiring Fund VRDP Shares.

Proposal 1(O): The VRDP Holders of the Acquiring Fund are being asked to vote as a separate class on a proposal to approve the MPA Reorganization Agreement and the transactions contemplated therein, including amendments to the MQY Articles Supplementary in connection with the issuance of additional Acquiring Fund VRDP Shares.

Proposal 2: The Issuance of Additional Acquiring Fund Common Shares

Proposal 2(A): The common shareholders and VRDP Holders of the Acquiring Fund are being asked to vote as a single class on a proposal to approve the issuance of additional common shares of the Acquiring Fund in connection with the BKN Reorganization Agreement (the “BKN Issuance”).

Proposal 2(B): The common shareholders and VRDP Holders of the Acquiring Fund are being asked to vote as a single class on a proposal to approve the issuance of additional common shares of the Acquiring Fund in connection with the MYD Reorganization Agreement (the “MYD Issuance”).

Proposal 2(C): The common shareholders and VRDP Holders of the Acquiring Fund are being asked to vote as a single class on a proposal to approve the issuance of additional common shares of the Acquiring Fund in connection with the MQT Reorganization Agreement (the “MQT Issuance”).

Proposal 2(D): The common shareholders and VRDP Holders of the Acquiring Fund are being asked to vote as a single class on a proposal to approve the issuance of additional common shares of the Acquiring Fund in connection with the BHV Reorganization Agreement (the “BHV Issuance”).

Proposal 2(E): The common shareholders and VRDP Holders of the Acquiring Fund are being asked to vote as a single class on a proposal to approve the issuance of additional common shares of the Acquiring Fund in connection with the MPA Reorganization Agreement (the “MPA Issuance” and collectively with the BKN Issuance, MYD Issuance, MQT Issuance and BHV Issuance, the “Issuances”).

It is expected that the effective dates (collectively, the “Closing Date”) of the Reorganizations will be sometime during the fourth quarter of 2025, but they may be at a different time as described herein. The term “Combined Fund” refers to the Acquiring Fund as the surviving Fund after the consummation of each of the Reorganizations.

Each Reorganization is not contingent upon the approval of any other Reorganization. If a Reorganization is not consummated, the Fund for which such Reorganization(s) was not consummated would continue to exist and operate on a standalone basis.

The Board of each Fund has determined that including these proposals applicable to preferred shareholders of the Funds in one Proxy Statement will reduce costs and is in the best interest of each Fund’s shareholders.

Distribution to the shareholders of this Proxy Statement and the accompanying materials will commence on or about September 12, 2025.

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Shareholders of record of each Fund as of the close of business on August 18, 2025 (the “Record Date”) are entitled to notice of and to vote at the Special Meeting or any adjournment or postponement thereof.

Shareholders of each Fund are entitled to one vote for each common share or VMTP Share or VRDP Share, as applicable (each, a “Share”), held, with no Shares having cumulative voting rights. Preferred shareholders of each Fund will have equal voting rights with the common shareholders of such Fund with respect to the proposals that require the vote of the Fund’s VMTP Shares or VRDP Shares, as applicable, and common shares as a single class. The quorum and voting requirements for each Fund are described in the section herein entitled “Vote Required and Manner of Voting Proxies.”

This Proxy Statement is only being delivered to the preferred shareholders of each Fund. Each Fund is separately soliciting the votes of its respective common shareholders on each of the foregoing proposals that require the vote of common shareholders and preferred shareholders as a single class through a separate joint proxy statement/prospectus and not through this Proxy Statement.

BKN, MYD, MQT and the Acquiring Fund are each incorporated as a Maryland corporation, BHV is formed as a Delaware statutory trust, and MPA is formed as a Massachusetts business trust. Each of BKN, MYD, MQT and the Acquiring Fund is a diversified, closed-end management investment company registered under the 1940 Act. Each of BHV and MPA is anon-diversified, closed-end management investment company registered under the 1940 Act. The Reorganizations seek to achieve certain economies of scale and other operational efficiencies by combining six funds that have similar investment objectives, investment strategies, policies and restrictions.

Assuming each of the Reorganizations receives the necessary approvals, the Acquiring Fund will acquire substantially all of the assets and assume substantially all of the liabilities of BKN, MYD, MQT, BHV and MPA in exchange solely for newly issued common shares and VRDP Shares of the Acquiring Fund in the form of book-entry interests. The Acquiring Fund will list the newly issued common shares on the New York Stock Exchange (“NYSE”). Such newly issued Acquiring Fund Shares will be distributed to BKN, MYD, MQT, BHV and MPA shareholders (although cash may be distributed in lieu of fractional common shares) and each of BKN, MYD, MQT, BHV and MPA will terminate its registration under the 1940 Act and liquidate, dissolve and terminate in accordance with its respective charter/declaration of trust and applicable state law. The Acquiring Fund will continue to operate after the Reorganizations as a registered, diversified, closed-end management investment company with the investment objective, investment strategies, investment policies and investment restrictions described in this Proxy Statement.

The Fund(s) in which you owned Shares on the Record Date is named on the proxy card. If you owned Shares in more than one Fund on the Record Date, you will receive more than one proxy card. Even if you plan to attend the Special Meeting, please sign, date and return EACH proxy card you receive or, if you provide voting instructions by telephone or via the Internet, please vote on each proposal affecting EACH Fund you own. If you vote by telephone or via the Internet, you will be asked to enter a unique code that has been assigned to you, which is printed on your proxy card(s). This code is designed to confirm your identity, provide access into the voting website and confirm that your voting instructions are properly recorded.

All properly executed proxies received prior to the Special Meeting will be voted in accordance with the instructions marked thereon or otherwise as provided therein. On any matter coming before the Special Meeting as to which a shareholder has specified a choice on that shareholder’s proxy, the Shares will be voted accordingly. If a proxy card is properly executed and returned and no

v choice is specified with respect to a proposal, the Shares will be voted “FOR” the proposal. Shareholders who execute proxies or provide voting instructions by telephone or via the Internet may revoke them with respect to a proposal at any time before a vote is taken on the proposal by filing with the applicable Fund a written notice of revocation (addressed to the Secretary of the Fund at the principal executive offices of the Fund at the New York address provided herein), by delivering a duly executed proxy bearing a later date or by attending the Special Meeting and voting by ballot, in all cases prior to the exercise of the authority granted in the proxy card. Merely attending the Special Meeting, however, will not revoke any previously executed proxy. If you hold Shares through a bank or other intermediary, please consult your bank or intermediary regarding your ability to revoke voting instructions after such instructions have been provided.

If your shares in a Fund are registered in your name, you may attend and participate in the Special Meeting at https://meetnow.global/MHNAVD5 by entering the control number found in the shaded box on your proxy card on the date and time of the Special Meeting. You may vote during the Special Meeting by following the instructions that will be available on the Special Meeting website during the Special Meeting.

Engage with and respond to shareholders who ask questions relevant to Special Meeting matters that are not answered during the Special Meeting due to time constraints.

If you are a beneficial shareholder of a Fund (that is if you hold your Fund shares through a bank, broker, financial intermediary or other nominee) and want to attend the Special Meeting you must register in advance of the Special Meeting. To register, you must submit proof of your proxy power (legal proxy), which you can obtain from your financial intermediary or other nominee, reflecting your Fund holdings along with your name and email address to Georgeson LLC, each Fund’s tabulator. You may email an image of your legal proxy toshareholdermeetings@computershare.com. Requests for registration must be received no later than 5:00 p.m. (Eastern Time) three business days prior to the Special Meeting date. You will receive a confirmation email from Georgeson LLC of your registration and a control number and security code that will allow you to vote at the Special Meeting.

Even if you plan to attend the Special Meeting, please promptly follow the enclosed instructions to submit voting instructions by telephone or via the Internet. Alternatively, you may submit voting instructions by signing and dating each proxy card you receive, and if received by mail, returning it in the accompanying postage-paid return envelope.

For information regarding how to access the Special Meeting, please contact Georgeson LLC, the firm assisting us in the solicitation of proxies, toll free at 1-833-880-9327.

This Proxy Statement sets forth concisely the information that preferred shareholders of each Fund should know before voting on the proposals set forth herein. Please read it carefully and retain it for future reference. Copies of each Fund’s most recent annual report and semi-annual report can be obtained on a website maintained by BlackRock, Inc. (“BlackRock”) at

vi www.blackrock.com. In addition, each Fund will furnish, without charge, a copy of its most recent annual report or semi-annual report to any shareholder upon request. Any such request should be directed to BlackRock by calling (800)882-0052** **or by writing to the respective Fund at 100 Bellevue Parkway, Wilmington, Delaware 19809. The annual and semi-annual reports of each Fund are available on the EDGAR Database on the SEC’s website at www.sec.gov. The address of the principal executive offices of the Funds is 100 Bellevue Parkway, Wilmington, Delaware 19809, and the telephone number is (800)882-0052.

Each Fund is subject to the informational requirements of the Securities Exchange Act of 1934 (the “Exchange Act”) and the 1940 Act and, in accordance therewith, file reports, proxy statements, proxy materials and other information with the Securities and Exchange Commission (the “SEC”). Materials filed with the SEC can be downloaded from the SEC’s website at www.sec.gov. You may also request copies of these materials, upon payment at the prescribed rates of a duplicating fee, by electronic request to the SEC’se-mail address (publicinfo@sec.gov). Reports, proxy statements and other information concerning the Funds may also be inspected at the offices of the NYSE, 20 Broad Street, New York, New York 10005.

BlackRock updates performance information and certain other data for the Funds on a monthly basis on its website in the“Closed-End Funds” section of www.blackrock.com as well as certain other material information as necessary from time to time. Investors and others are advised to check the website for updated performance information and the release of other material information about the Funds. References to BlackRock’s website are intended to allow investors public access to information regarding the Funds and do not, and are not intended to, incorporate BlackRock’s website in this Proxy Statement.

Please note that only one copy of shareholder documents, including annual or semi-annual reports and proxy materials, may be delivered to two or more shareholders of the Funds who share an address, unless the Funds have received instructions to the contrary. This practice is commonly called “householding” and it is intended to reduce expenses and eliminate duplicate mailings of shareholder documents. Mailings of your shareholder documents may be householded indefinitely unless you instruct us otherwise. To request a separate copy of any shareholder document or for instructions as to how to request a separate copy of these documents or as to how to request a single copy if multiple copies of these documents are received, shareholders should contact the respective Fund at the address and phone number set forth above.

The common shares of BlackRock MuniYield Quality Fund, Inc. are listed on the NYSE under the ticker symbol “MQY” and will continue to be so listed after the completion of the Reorganizations. The common shares of BlackRock Investment Quality Municipal Trust, Inc. are listed on the NYSE under the ticker symbol “BKN,” the common shares of BlackRock MuniYield Fund, Inc. are listed on the NYSE under the ticker symbol “MYD,” the common shares of BlackRock MuniYield Quality Fund II, Inc. are listed on the NYSE under the ticker symbol “MQT,” the common shares of BlackRock Virginia Municipal Bond Trust are listed on the NYSE under the ticker symbol “BHV,” and the common shares of BlackRock MuniYield Pennsylvania Quality Fund are listed on the NYSE under the ticker symbol “MPA.” The preferred shares of each Fund are not listed on any exchange and have not been registered under the Securities Act of 1933 (the “Securities Act”), or any state securities laws, and unless so registered under the Securities Act, may not be offered, sold, assigned, transferred, pledged, encumbered or otherwise disposed of except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and applicable state securities laws. Accordingly, the VRDP Shares to be issued in the Reorganizations are expected to be issued only to holders of VRDP Shares that are “qualified institutional buyers” (as defined in Rule 144A under the Securities Act) in accordance with the exemption from the registration requirements of the Securities Act provided by Section 4(a)(2) of the Securities Act and are subject to restrictions on transfer.

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