BLACKROCK MUNIYIELD QUALITY FUND, INC. (Form: N-CSR, Received: 07/02/2020 16:49:14)

Public Company CEO

# Outside Public Boards*

Total # of Public Boards

Director A

Director B

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM N-CSR

CERTIFIED SHAREHOLDER REPORT OF REGISTERED MANAGEMENT

INVESTMENT COMPANIES

Investment Company Act file number: 811-06660

Name of Fund: BlackRock MuniYield Quality Fund, Inc. (MQY)

Fund Address: 100 Bellevue Parkway, Wilmington, DE 19809

Name and address of agent for service: John M. Perlowski, Chief Executive Officer, BlackRock MuniYield Quality Fund,

Inc., 55 East 52^nd Street, New York, NY 10055

Registrant’s telephone number, including area code: (800) 882-0052, Option 4

Date of fiscal year end: 04/30/2020

Date of reporting period: 04/30/2020

Item 1 – Report to Stockholders


		APRIL 30, 2020



		2020 Annual Report

BlackRock MuniYield Fund, Inc. (MYD)

BlackRock MuniYield Quality Fund, Inc. (MQY)

BlackRock MuniYield Quality Fund II, Inc. (MQT)

Beginning on January 1, 2021, as permitted by regulations adopted by the Securities and Exchange Commission, paper copies of each Fund’s shareholder reports will no longer be sent by mail, unless you specifically request paper copies of the reports from BlackRock or from your financial intermediary, such as a broker-dealer or bank. Instead, the reports will be made available on a website, and you will be notified by mail each time a report is posted and provided with a website link to access the report.

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Not FDIC Insured • May Lose Value • No Bank Guarantee

The Markets in Review

Dear Shareholder,

The last 12 months have been a time of sudden change in global financial markets, as a long period of growth and positive returns was interrupted in early 2020 by the emergence and spread of the coronavirus. For much of the reporting period, U.S. equities and bonds both delivered impressive returns, despite fears and doubts about the economy that were ultimately laid to rest with unprecedented monetary stimulus and a sluggish yet resolute performance from the U.S. economy. But as the threat from the coronavirus became more apparent throughout February and March 2020, leading countries around the world took economically disruptive countermeasures, causing equity prices to fall sharply. While markets have since recovered some of these losses as countries around the world begin reopening, there is still significant uncertainty surrounding the long-term impact of the pandemic on the global economy.

Returns for most securities were robust for the first three quarters of the reporting period, as investors began to realize that the U.S. economy was maintaining the modest yet steady growth that had characterized this economic cycle. However, once stay-at-home orders and closures of non-essential businesses became widespread, many workers were laid off and unemployment claims spiked. With large portions of the global economy on hold, all types of international equities ended the reporting period with negative performance, while in the U.S. only large-capitalization stocks delivered a slightly positive return.

The performance of different types of fixed-income securities diverged substantially due to a reduced investor appetite for risk. Treasuries benefited from the risk-off environment, and posted healthy returns, as the 10-year yield (which is inversely related to bond prices) fell to an all-time low. Investment-grade corporate bonds also delivered a positive return, while high-yield corporates were down due to credit concerns.

The U.S. Federal Reserve (the “Fed”) reduced interest rates three times in 2019, to support slowing economic growth. After the coronavirus outbreak, the Fed instituted two emergency rate cuts, pushing short-term interest rates close to zero. To stabilize credit markets, the Fed also announced a new bond-buying program, as did several other central banks around the world, including the European Central Bank and the Bank of Japan.

Looking ahead, while coronavirus-related disruption is certain to hurt worldwide economic growth, the global expansion is likely to continue once the impact of the outbreak subsides. Nonetheless, there are promising signs that a strong coordinated monetary and fiscal response is underway, both in the United States and abroad. With measures being taken to contain the virus and provide support to impacted businesses and individuals, we anticipate a sharp increase in economic activity as life returns to normal.

Overall, we favor a neutral stance toward risk, given the uncertainty surrounding the economic impact of coronavirus countermeasures. Among equities, we see an advantage in U.S. stocks compared to other developed markets, given the diversity of the U.S. economy and the impressive scope of monetary and fiscal stimulus. In bonds, the swift action taken by the world’s central banks means there are attractive opportunities in credit, and we expect credit spreads to narrow as markets stabilize. Both U.S. Treasuries and sustainable investments can help provide portfolio resilience, and the disruption created by the coronavirus appears to be accelerating the shift toward sustainable investments.

In this environment, investors need to think globally, extend their scope across a broad array of asset classes, and be nimble as market conditions change. We encourage you to talk with your financial advisor and visit blackrock.com for further insight about investing in today’s markets.

Sincerely,

LOGO

Rob Kapito

President, BlackRock Advisors, LLC

LOGO

Rob Kapito

President, BlackRock Advisors, LLC


Total Returns as of April 30, 2020
	6-month	12-month
U.S. large cap equities (S&P 500^® Index)	(3.16)%	0.86%
U.S. small cap equities (Russell 2000^® Index)	(15.47)	(16.39)
International equities (MSCI Europe, Australasia, Far East Index)	(14.21)	(11.34)
Emerging market equities (MSCI Emerging Markets Index)	(10.50)	(12.00)
3-month Treasury bills (ICE BofA 3-Month U.S. Treasury Bill Index)	0.85	2.07
U.S. Treasury securities (ICE BofA 10-Year U.S. Treasury Index)	10.73	19.78
U.S. investment grade bonds (Bloomberg Barclays U.S. Aggregate Bond Index)	4.86	10.84
Tax-exempt municipal bonds (S&P Municipal Bond Index)	(1.26)	2.21
U.S. high yield bonds (Bloomberg Barclays U.S. Corporate High Yield 2% Issuer Capped Index)	(6.60)	(4.08)
Past performance is no guarantee of future results. Index performance is shown for illustrative purposes only. You cannot invest directly in an index.


2		THIS PAGE IS NOT PART OF YOUR FUND REPORT

Table of Contents


	Page
The Markets in Review		2
Annual Report:
Municipal Market Overview		4
The Benefits and Risks of Leveraging		5
Derivative Financial Instruments		5
Fund Summaries		6
Financial Statements:
Schedules of Investments		12
Statements of Assets and Liabilities		35
Statements of Operations		36
Statements of Changes in Net Assets		37
Statements of Cash Flows		39
Financial Highlights		40
Notes to Financial Statements		43
Report of Independent Registered Public Accounting Firm		53
Automatic Dividend Reinvestment Plan		54
Director and Officer Information		55
Additional Information		58
Glossary of Terms Used in this Report		60


			3

Municipal Market Overview For the Reporting Period Ended April 30, 2020

Municipal Market Conditions

Municipal bonds posted modestly positive total returns amid a bifurcated market narrative in which rallying interest rates and favorable technicals drove strong performance early in the period before sentiment changed as implications of the coronavirus pandemic materialized. During the month of March, municipal bonds experienced volatility that was worse than during the height of the global financial crisis, as performance plummeted -10.87% during a two-week period before rebounding on aggressive valuation-based buying (For comparison, the -11.86% correction in 2008 spanned more than a month.) Performance continued to be hindered in April by the negative fundamental impacts of the prolonged economic shutdown, despite numerous stimulus efforts by the Fed.



Technical support waned during the period as a streak of 60-consecutive weeks of inflows turned to record outflows. During the 12 months ended April 30, 2020, municipal bond funds experienced net inflows totaling $38 billion, drawn down by nearly $46 billion in outflows during the months of March and April (based on data from the Investment Company Institute). For the same 12-month period, new issuance was elevated from a historical perspective at $417 billion but slowed materially as market liquidity became constrained amid a flight to quality spurred by the pandemic.		S&P Municipal Bond Index
		Total Returns as of April 30, 2020
		6 months: (1.26)%
		12 months: 2.21%

A Closer Look at Yields

LOGO

From April 30, 2019 to April 30, 2020, yields on AAA-rated 30-year municipal bonds decreased by 27 basis points (“bps”) from 2.55% to 2.28%, while ten-year rates decreased by 40 bps from 1.86% to 1.46% and five-year rates decreased by 54 bps from 1.63% to 1.09% (as measured by Thomson Municipal Market Data). As a result, the municipal yield curve steepened over the 12-month period with the spread between two- and 30-year maturities steepening by 39 bps, on par with the 41 bps of steepening in the comparable U.S. Treasury curve.

During the same time period, tax-exempt municipal bonds significantly underperformed U.S. Treasuries across the yield curve. Relative valuations, which had been broadly stretched since the passage of tax reform, reset to levels not seen since 2008. This has resulted in increased participation from crossover investors in a market that has mainly been driven by retail over the past few years.

Financial Conditions of Municipal Issuers

The coronavirus pandemic is an unprecedented shock to the system impacting nearly every sector in the municipal market. Luckily, most states and municipalities were in excellent fiscal health before the crisis and the federal government has provided an incredible amount of support. Ongoing stability is expected in high-quality states as well as school districts and local governments given that property taxes have proven resilient in past economic downturns. Essential public services such as power, water, and sewer are protected segments. State housing authority bonds, flagship universities, and strong national and regional health systems are well positioned to absorb the impact of the economic shock. However, some segments are facing daunting financial challenges and federal support may be insufficient, requiring issuers to draw down reserves and/or borrow to meet financial obligations. Critical providers (such as safety net hospitals, mass transit and airports) with limited resources will require funding from the states and broader municipalities they serve. We anticipate that a small subset of the market, mainly non-rated stand-alone projects, will experience significant credit deterioration. Assuming the worst case, a prolonged recession would likely mean a spate of defaults, primarily in non-rated credits, and the migration of the municipal market’s overall credit quality from double-A to a still-strong single-A rating. As a result, we advocate careful credit selection and anticipate increased credit dispersion as the market navigates near-term uncertainty.

The opinions expressed are those of BlackRock as of April 30, 2020 and are subject to change at any time due to changes in market or economic conditions. The comments should not be construed as a recommendation of any individual holdings or market sectors. Investing involves risk, including loss of principal. Bond values fluctuate in price so the value of your investment can go down depending on market conditions. Fixed income risks include interest-rate and credit risk. Typically, when interest rates rise, there is a corresponding decline in bond values. Credit risk refers to the possibility that the bond issuer will not be able to make principal and interest payments. There may be less information on the financial condition of municipal issuers than for public corporations. The market for municipal bonds may be less liquid than for taxable bonds. Some investors may be subject to Alternative Minimum Tax (“AMT”). Capital gains distributions, if any, are taxable.

The S&P Municipal Bond Index, a broad, market value-weighted index, seeks to measure the performance of the U.S. municipal bond market. All bonds in the index are exempt from U.S. federal income taxes or subject to the AMT. Past performance is no guarantee of future results. Index performance is shown for illustrative purposes only. It is not possible to invest directly in an index.


4		2020 BLACKROCK ANNUAL REPORT TO SHAREHOLDERS

The Benefits and Risks of Leveraging

The Funds may utilize leverage to seek to enhance the distribution rate on, and net asset value (“NAV”) of, their common shares (“Common Shares”). However, there is no guarantee that these objectives can be achieved in all interest rate environments.

In general, the concept of leveraging is based on the premise that the financing cost of leverage, which is based on short-term interest rates, is normally lower than the income earned by a Fund on its longer-term portfolio investments purchased with the proceeds from leverage. To the extent that the total assets of each Fund (including the assets obtained from leverage) are invested in higher-yielding portfolio investments, each Fund’s shareholders benefit from the incremental net income. The interest earned on securities purchased with the proceeds from leverage (after paying the leverage costs) is paid to shareholders in the form of dividends, and the value of these portfolio holdings (less the leverage liability) is reflected in the per share NAV.

To illustrate these concepts, assume a Fund’s Common Shares capitalization is $100 million and it utilizes leverage for an additional $30 million, creating a total value of $130 million available for investment in longer-term income securities. If prevailing short-term interest rates are 3% and longer-term interest rates are 6%, the yield curve has a strongly positive slope. In this case, a Fund’s financing costs on the $30 million of proceeds obtained from leverage are based on the lower short-term interest rates. At the same time, the securities purchased by a Fund with the proceeds from leverage earn income based on longer-term interest rates. In this case, a Fund’s financing cost of leverage is significantly lower than the income earned on a Fund’s longer-term investments acquired from such leverage proceeds, and therefore the holders of Common Shares (“Common Shareholders”) are the beneficiaries of the incremental net income.

However, in order to benefit Common Shareholders, the return on assets purchased with leverage proceeds must exceed the ongoing costs associated with the leverage. If interest and other costs of leverage exceed the Fund’s return on assets purchased with leverage proceeds, income to shareholders is lower than if the Fund had not used leverage. Furthermore, the value of the Funds’ portfolio investments generally varies inversely with the direction of long-term interest rates, although other factors can influence the value of portfolio investments. In contrast, the value of each Fund’s obligations under its respective leverage arrangement generally does not fluctuate in relation to interest rates. As a result, changes in interest rates can influence the Funds’ NAVs positively or negatively. Changes in the future direction of interest rates are very difficult to predict accurately, and there is no assurance that the Fund’s intended leveraging strategy will be successful.

The use of leverage also generally causes greater changes in each Fund’s NAV, market price and dividend rates than comparable portfolios without leverage. In a declining market, leverage is likely to cause a greater decline in the NAV and market price of a Fund’s Common Shares than if the Fund were not leveraged. In addition, each Fund may be required to sell portfolio securities at inopportune times or at distressed values in order to comply with regulatory requirements applicable to the use of leverage or as required by the terms of leverage instruments, which may cause the Fund to incur losses. The use of leverage may limit a Fund’s ability to invest in certain types of securities or use certain types of hedging strategies. Each Fund incurs expenses in connection with the use of leverage, all of which are borne by Common Shareholders and may reduce income to the Common Shares. Moreover, to the extent the calculation of each Fund’s investment advisory fees includes assets purchased with the proceeds of leverage, the investment advisory fees payable to the Funds’ investment adviser will be higher than if the Funds did not use leverage.

To obtain leverage, each Fund has issued Variable Rate Demand Preferred Shares (“VRDP Shares”) or Variable Rate Muni Term Preferred Shares (“VMTP Shares”) (collectively, “Preferred Shares”) and/or leveraged its assets through the use of tender option bond trusts (“TOB Trusts”) as described in the Notes to Financial Statements.

Under the Investment Company Act of 1940, as amended (the “1940 Act”), each Fund is permitted to issue debt up to 33 1/3% of its total managed assets or equity securities (e.g., Preferred Shares) up to 50% of its total managed assets. A Fund may voluntarily elect to limit its leverage to less than the maximum amount permitted under the 1940 Act. In addition, a Fund may also be subject to certain asset coverage, leverage or portfolio composition requirements imposed by the Preferred Shares’ governing instruments or by agencies rating the Preferred Shares, which may be more stringent than those imposed by the 1940 Act.

If a Fund segregates or designates on its books and records cash or liquid assets having a value not less than the value of a Fund’s obligations under the TOB Trust (including accrued interest), then the TOB Trust is not considered a senior security and is not subject to the foregoing limitations and requirements imposed by the 1940 Act.

Derivative Financial Instruments

The Funds may invest in various derivative financial instruments. These instruments are used to obtain exposure to a security, commodity, index, market, and/or other assets without owning or taking physical custody of securities, commodities and/or other referenced assets or to manage market, equity, credit, interest rate, foreign currency exchange rate, commodity and/or other risks. Derivative financial instruments may give rise to a form of economic leverage and involve risks, including the imperfect correlation between the value of a derivative financial instrument and the underlying asset, possible default of the counterparty to the transaction or illiquidity of the instrument. The Funds’ successful use of a derivative financial instrument depends on the investment adviser’s ability to predict pertinent market movements accurately, which cannot be assured. The use of these instruments may result in losses greater than if they had not been used, may limit the amount of appreciation a Fund can realize on an investment and/or may result in lower distributions paid to shareholders. The Funds’ investments in these instruments, if any, are discussed in detail in the Notes to Financial Statements.


THE BENEFITS AND RISKS OF LEVERAGING / DERIVATIVE FINANCIAL INSTRUMENTS			5


Fund Summary as of April 30, 2020		BlackRock MuniYield Fund, Inc.

Investment Objective

BlackRock MuniYield Fund, Inc.’s (MYD) (the “Fund”) investment objective is to provide shareholders with as high a level of current income exempt from U.S. federal income taxes as is consistent with its investment policies and prudent investment management. The Fund seeks to achieve its investment objective by investing at least 80% of its assets in municipal bonds exempt from U.S. federal income taxes (except that the interest may be subject to the U.S. federal alternative minimum tax). The Fund invests, under normal market conditions, at least 75% of its total assets in municipal bonds rated investment grade or, if unrated, are deemed to be of comparable quality by the investment adviser at the time of investment and invests primarily in long-term municipal bonds with a maturity of more than ten years at the time of investment. The Fund may invest directly in such securities or synthetically through the use of derivatives.

No assurance can be given that the Fund’s investment objective will be achieved.

Fund Information


Symbol on New York Stock Exchange (“NYSE”)		MYD
Initial Offering Date		November 29, 1991
Yield on Closing Market Price as of April 30, 2020 ($12.29)^(a)		5.47%
Tax Equivalent Yield^(b)		9.24%
Current Monthly Distribution per Common Share^(c)		$0.0560
Current Annualized Distribution per Common Share^(c)		$0.6720
Leverage as of April 30, 2020^(d)		39%

^(a)

Yield on closing market price is calculated by dividing the current annualized distribution per share by the closing market price. Past performance does not guarantee future results.

^(b)

Tax equivalent yield assumes the maximum marginal U.S. federal tax rate of 40.8%, which includes the 3.8% Medicare tax. Actual tax rates will vary based on income, exemptions and deductions. Lower taxes will result in lower tax equivalent yields.

^(c)

The distribution rate is not constant and is subject to change.

^(d)

Represents VRDP Shares and TOB Trusts as a percentage of total managed assets, which is the total assets of the Fund, including any assets attributable to VRDP Shares and TOB Trusts, minus the sum of its accrued liabilities. Does not reflect derivatives or other instruments that may give rise to economic leverage. For a discussion of leveraging techniques utilized by the Fund, please see The Benefits and Risks of Leveraging and Derivative Financial Instruments on page 5.

Performance

Returns for the 12 months ended April 30, 2020 were as follows:


	Returns Based On
	Market Price			NAV
MYD^(a)(b)		(8.94	)%		(3.66	)%
Lipper General & Insured Municipal Debt Funds (Leveraged)^(c)		(3.22	)		(2.24	)

^(a)

All returns reflect reinvestment of dividends and/or distributions at actual reinvestment prices.

^(b)

The Fund’s discount to NAV widened during the period, which accounts for the difference between performance based on market price and performance based on NAV.

^(c)

Average return. Returns reflect reinvestment of dividends and/or distributions at NAV on the ex-dividend date as calculated by Lipper.

Performance results may include adjustments made for financial reporting purposes in accordance with U.S. generally accepted accounting principles.

Past performance is not indicative of future results.

The following discussion relates to the Fund’s absolute performance based on NAV:

Municipal bonds performed well for most of the period due to the accommodative Fed policy and favorable supply-and-demand trends in the market. This supportive backdrop changed abruptly in March once the spread of the coronavirus pandemic led to travel restrictions, business closures and stay-at-home orders. The prospect of a sharp economic downturn led to significant, broad-based weakness across the financial markets. Tax-exempt issues were hard hit in the sell-off, as investors withdrew cash from municipal bond funds and a lack of market liquidity inhibited efficient pricing. Municipal bonds subsequently recovered in April following aggressive stimulus from the Fed and U.S. Congress, allowing the category to close the period with a narrow gain.

Prior to the March downturn, the Fund benefited from its investments in longer-dated securities with maturities of 20 years and above. Holdings in bonds on the lower end of the investment-grade spectrum (A and BBB) also aided performance in this time, as did positions in the tax-backed, transportation and tobacco sectors. Once the market turned lower, these same factors detracted from results and were the primary reason for the Fund’s negative return for the full period.

The Fund’s use of U.S. Treasury futures to manage interest rate risk proved detrimental to the Fund’s performance given the breakdown in correlation between the Treasury and municipal markets arising from the coronavirus pandemic. While municipal bond yields rose due to a substantial increase in yield spreads, Treasury yields declined amid investors’ “flight to quality.” (Prices and yields move in opposite directions.) The Fund’s use of leverage also weighed on the Fund’s results at a time of falling bond prices.

On the positive side, the Fund’s holdings in AAA and AA rated debt performed better in the sell-off compared to other areas of the market.

The investment adviser increased the Fund’s duration, thereby moving away from the more defensive posture it held for the majority of the period. This change reflected the investment adviser’s belief that yields had fallen to low levels that indicated little additional upside potential from rate movements.

The views expressed reflect the opinions of BlackRock as of the date of this report and are subject to change based on changes in market, economic or other conditions. These views are not intended to be a forecast of future events and are no guarantee of future results.


6		2020 BLACKROCK ANNUAL REPORT TO SHAREHOLDERS


Fund Summary as of April 30, 2020 (continued)		BlackRock MuniYield Fund, Inc.

Market Price and Net Asset Value Per Share Summary


	04/30/20		04/30/19		Change			High		Low
Market Price	$	12.29	$	14.15		(13.14	)%	$	15.45	$	9.99
Net Asset Value		13.38		14.56		(8.10	)		15.65		12.28

Market Price and Net Asset Value History For the Past Five Years

LOGO

Overview of the Fund’s Total Investments*

SECTOR ALLOCATION


Sector	04/30/20			04/30/19
Transportation		27	%		26	%
Utilities		17			13
Health		14			17
County/City/Special District/School District		13			12
Tobacco		9			8
State		8			9
Education		6			6
Corporate		4			7
Housing		2			2

For Fund compliance purposes, the Fund’s sector classifications refer to one or more of the sector sub-classifications used by one or more widely recognized market indexes or rating group indexes, and/or as defined by the investment adviser. These definitions may not apply for purposes of this report, which may combine such sector sub-classifications for reporting ease.

CALL/MATURITY SCHEDULE^(c)


Calendar Year Ended December 31,
2020	12	%
2021	11
2022	9
2023	7
2024	6

^(c)

Scheduled maturity dates and/or bonds that are subject to potential calls by issuers over the next five years.

Excludes short-term securities.

CREDIT QUALITY ALLOCATION^(a)


Credit Rating	04/30/20			04/30/19
AAA/Aaa		5	%		3	%
AA/Aa		32			37
A		26			24
BBB/Baa		18			17
BB/Ba		6			3
B		2			4
CC		1			1
N/R^(b)		10			11

^(a)

For financial reporting purposes, credit quality ratings shown above reflect the highest rating assigned by either S&P Global Ratings or Moody’s Investors Service (“Moody’s”) if ratings differ. These rating agencies are independent, nationally recognized statistical rating organizations and are widely used. Investment grade ratings are credit ratings of BBB/Baa or higher. Below investment grade ratings are credit ratings of BB/Ba or lower. Investments designated N/R are not rated by either rating agency. Unrated investments do not necessarily indicate low credit quality. Credit quality ratings are subject to change.

^(b)

The investment adviser evaluates the credit quality of unrated investments based upon certain factors including, but not limited to, credit ratings for similar investments and financial analysis of sectors and individual investments. Using this approach, the investment adviser has deemed certain of these unrated securities as investment grade quality. As of April 30, 2020 and April 30, 2019, the market value of unrated securities deemed by the investment adviser to be investment grade represents 3% and 2%, respectively, of the Fund’s total investments.


FUND SUMMARY			7


Fund Summary as of April 30, 2020		BlackRock MuniYield Quality Fund, Inc.

Investment Objective

BlackRock MuniYield Quality Fund, Inc.’s (MQY) (the “Fund”) investment objective is to provide shareholders with as high a level of current income exempt from U.S. federal income taxes as is consistent with its investment policies and prudent investment management. The Fund seeks to achieve its investment objective by investing at least 80% of its assets in municipal bonds exempt from U.S. federal income taxes (except that the interest may be subject to the U.S. federal alternative minimum tax). The Fund invests primarily in long-term municipal bonds with maturities of more than ten years at the time of investment. Effective July 31, 2019, the Fund may invest up to 20% of its managed assets in securities that are rated below investment grade, or are considered by BlackRock to be of comparable quality, at the time of purchase. The Fund may invest directly in such securities or synthetically through the use of derivatives.

No assurance can be given that the Fund’s investment objective will be achieved.

Fund Information


Symbol on NYSE		MQY
Initial Offering Date		June 26, 1992
Yield on Closing Market Price as of April 30, 2020 ($13.88)^(a)		4.58%
Tax Equivalent Yield^(b)		7.74%
Current Monthly Distribution per Common Share^(c)		$0.0530
Current Annualized Distribution per Common Share^(c)		$0.6360
Leverage as of April 30, 2020^(d)		40%

^(a)

Yield on closing market price is calculated by dividing the current annualized distribution per share by the closing market price. Past performance does not guarantee future results.

^(b)

^(c)

The monthly distribution per Common Share, declared on June 1, 2020, was increased to $0.0600 per share. The yield on closing market price, tax equivalent yield, current monthly distribution per Common Share, and current annualized distribution per Common Share do not reflect the new distribution rate. The new distribution rate is not constant and is subject to change in the future.

^(d)

Performance

Returns for the 12 months ended April 30, 2020 were as follows:


	Returns Based On
	Market Price			NAV
MQY^(a)(b)		3.60	%		(1.44	)%
Lipper General & Insured Municipal Debt Funds (Leveraged)^(c)		(3.22	)		(2.24	)

^(a)

All returns reflect reinvestment of dividends and/or distributions at actual reinvestment prices.

^(b)

The Fund’s discount to NAV narrowed during the period, which accounts for the difference between performance based on market price and performance based on NAV.

^(c)

Average return. Returns reflect reinvestment of dividends and/or distributions at NAV on the ex-dividend date as calculated by Lipper.

Performance results may include adjustments made for financial reporting purposes in accordance with U.S. generally accepted accounting principles.

Past performance is not indicative of future results.

The following discussion relates to the Fund’s absolute performance based on NAV:

Positions in lower-rated securities also detracted, as this market segment underperformed by a wide margin at a time of heightened uncertainty. Lower-quality states such as Illinois and New Jersey were especially notable laggards. Both are facing a likely reduction in tax revenues due to the stay-at-home orders and business closures that resulted from the coronavirus pandemic.

Portfolio income contributed to performance. Positions in higher-rated securities and issuers that focus on essential services also helped Fund returns, particularly during the market turmoil in March.


8		2020 BLACKROCK ANNUAL REPORT TO SHAREHOLDERS


Fund Summary as of April 30, 2020 (continued)		BlackRock MuniYield Quality Fund, Inc.

Market Price and Net Asset Value Per Share Summary


	04/30/20		04/30/19		Change			High		Low
Market Price	$	13.88	$	13.99		(0.79	)%	$	15.82	$	11.19
Net Asset Value		14.79		15.67		(5.62	)		16.96		13.42

Market Price and Net Asset Value History For the Past Five Years

LOGO

Overview of the Fund’s Total Investments*

SECTOR ALLOCATION


Sector	04/30/20			04/30/19
Transportation		30	%		29	%
County/City/Special District/School District		19			20
State		13			12
Health		13			15
Utilities		11			10
Housing		6			6
Education		5			3
Tobacco		3			3
Corporate		—	^(a)		2

^(a)

Rounds to less than 1%.

CALL/MATURITY SCHEDULE^(d)


Calendar Year Ended December 31,
2020	2	%
2021	11
2022	7
2023	7
2024	11

^(d)

Scheduled maturity dates and/or bonds that are subject to potential calls by issuers over the next five years.

Excludes short-term securities.

CREDIT QUALITY ALLOCATION^(b)


Credit Rating	04/30/20			04/30/19
AAA/Aaa		4	%		4	%
AA/Aa		48			50
A		28			28
BBB/Baa		11			12
BB/Ba		1			2
N/R^(c)		8			4

^(b)

For financial reporting purposes, credit quality ratings shown above reflect the highest rating assigned by either S&P Global Ratings or Moody’s if ratings differ. These rating agencies are independent, nationally recognized statistical rating organizations and are widely used. Investment grade ratings are credit ratings of BBB/Baa or higher. Below investment grade ratings are credit ratings of BB/Ba or lower. Investments designated N/R are not rated by either rating agency. Unrated investments do not necessarily indicate low credit quality. Credit quality ratings are subject to change.

^(c)

The investment adviser evaluates the credit quality of unrated investments based upon certain factors including, but not limited to, credit ratings for similar investments and financial analysis of sectors and individual investments. Using this approach, the investment adviser has deemed certain of these unrated securities as investment grade quality. As of April 30, 2020 and April 30, 2019, the market value of unrated securities deemed by the investment adviser to be investment grade each represents 1% of the Fund’s total investments.


FUND SUMMARY			9


Fund Summary as of April 30, 2020		BlackRock MuniYield Quality Fund II, Inc.

Investment Objective

BlackRock MuniYield Quality Fund II, Inc.’s (MQT) (the “Fund”) investment objective is to provide shareholders with as high a level of current income exempt from U.S. federal income taxes as is consistent with its investment policies and prudent investment management. The Fund seeks to achieve its investment objective by investing at least 80% of its assets in municipal bonds exempt from U.S. federal income taxes (except that the interest may be subject to the U.S. federal alternative minimum tax). The Fund invests primarily in long-term municipal bonds with maturities of more than ten years at the time of investment. Effective July 31, 2019, the Fund may invest up to 20% of its managed assets in securities that are rated below investment grade, or are considered by BlackRock to be of comparable quality, at the time of purchase. The Fund may invest directly in such securities or synthetically through the use of derivatives.

No assurance can be given that the Fund’s investment objective will be achieved.

Fund Information


Symbol on NYSE		MQT
Initial Offering Date		August 28, 1992
Yield on Closing Market Price as of April 30, 2020 ($11.99)^(a)		4.40%
Tax Equivalent Yield^(b)		7.43%
Current Monthly Distribution per Common Share^(c)		$0.0440
Current Annualized Distribution per Common Share^(c)		$0.5280
Leverage as of April 30, 2020^(d)		40%

^(a)

Yield on closing market price is calculated by dividing the current annualized distribution per share by the closing market price. Past performance does not guarantee future results.

^(b)

^(c)

The monthly distribution per Common Share, declared on June 1, 2020, was increased to $0.0500 per share. The yield on closing market price, tax equivalent yield, current monthly distribution per Common Share, and current annualized distribution per Common Share do not reflect the new distribution rate. The new distribution rate is not constant and is subject to change in the future.

^(d)

Represents VMTP Shares and TOB Trusts as a percentage of total managed assets, which is the total assets of the Fund, including any assets attributable to VMTP Shares and TOB Trusts, minus the sum of its accrued liabilities. Does not reflect derivatives or other instruments that may give rise to economic leverage. For a discussion of leveraging techniques utilized by the Fund, please see The Benefits and Risks of Leveraging and Derivative Financial Instruments on page 5.

Performance

Returns for the 12 months ended April 30, 2020 were as follows:


	Returns Based On
	Market Price			NAV
MQT^(a)(b)		1.97	%		(1.41	)%
Lipper General & Insured Municipal Debt Funds (Leveraged)^(c)		(3.22	)		(2.24	)

^(a)

All returns reflect reinvestment of dividends and/or distributions at actual reinvestment prices.

^(b)

The Fund’s discount to NAV narrowed during the period, which accounts for the difference between performance based on market price and performance based on NAV.

^(c)

Average return. Returns reflect reinvestment of dividends and/or distributions at NAV on the ex-dividend date as calculated by Lipper.

Performance results may include adjustments made for financial reporting purposes in accordance with U.S. generally accepted accounting principles.

Past performance is not indicative of future results.

The following discussion relates to the Fund’s absolute performance based on NAV:


10		2020 BLACKROCK ANNUAL REPORT TO SHAREHOLDERS


Fund Summary as of April 30, 2020 (continued)		BlackRock MuniYield Quality Fund II, Inc.

Market Price and Net Asset Value Per Share Summary


	04/30/20		04/30/19		Change			High		Low
Market Price	$	11.99	$	12.26		(2.20	)%	$	13.70	$	9.31
Net Asset Value		13.02		13.77		(5.45	)		14.94		11.78

Market Price and Net Asset Value History For the Past Five Years

LOGO

Overview of the Fund’s Total Investments*

SECTOR ALLOCATION


Sector	04/30/20			04/30/19
Transportation		31	%		28	%
County/City/Special District/School District		18			17
Health		16			18
Utilities		11			12
State		10			10
Housing		6			5
Education		5			5
Tobacco		3			2
Corporate		—	^(a)		3

^(a)

Rounds to less than 1%.

CALL/MATURITY SCHEDULE^(d)


Calendar Year Ended December 31,
2020	2	%
2021	10
2022	9
2023	9
2024	9

^(d)

Scheduled maturity dates and/or bonds that are subject to potential calls by issuers over the next five years.

Excludes short-term securities.

CREDIT QUALITY ALLOCATION^(b)


Credit Rating	04/30/20			04/30/19
AAA/Aaa		4	%		5	%
AA/Aa		45			48
A		28			27
BBB/Baa		12			11
BB/Ba		1			2
N/R^(c)		10			7

^(b)

^(c)

The investment adviser evaluates the credit quality of unrated investments based upon certain factors including, but not limited to, credit ratings for similar investments and financial analysis of sectors and individual investments. Using this approach, the investment adviser has deemed certain of these unrated securities as investment grade quality. As of April 30, 2020 and April 30, 2019, the market value of unrated securities deemed by the investment adviser to be investment grade each represents 1% of the Fund’s total investments.


FUND SUMMARY			11

Schedule of Investments

April 30, 2020

BlackRock MuniYield Fund, Inc. (MYD)

(Percentages shown are based on Net Assets)


Security	Par (000)		Value

Municipal Bonds — 119.8%

Alabama — 2.2%
County of Jefferson Alabama Sewer, Refunding RB:
Senior Lien, Series A (AGM), 5.00%, 10/01/44	$	1,665	$	1,823,325
Senior Lien, Series A (AGM), 5.25%, 10/01/48		3,175		3,504,883
Sub-Lien, Series D, 6.00%, 10/01/42		7,410		8,350,625

				13,678,833

Alaska — 0.0%
Northern Tobacco Securitization Corp., Refunding RB, Tobacco Settlement, Asset-Backed, Series A, 4.63%, 06/01/23		220		220,218


Arizona — 3.4%
City of Phoenix Arizona IDA, RB, Legacy Traditional Schools Projects, Series A, 5.00%, 07/01/46^(a)		3,575		3,262,331
City of Phoenix Civic Improvement Corp., ARB, Series A, 4.00%, 07/01/45		2,730		2,731,010
Salt Verde Financial Corp., RB, Senior:
5.00%, 12/01/32		7,365		8,960,185
5.00%, 12/01/37		5,000		6,169,950

				21,123,476

Arkansas — 0.9%
Arkansas Development Finance Authority, RB:
Baptist Health, 5.00%, 12/01/47		1,120		1,239,482
Big River Steel Project, AMT, 4.50%, 09/01/49^(a)		5,230		4,466,158

				5,705,640

California — 5.5%
California Educational Facilities Authority, RB, Stanford University, Series V-1, 5.00%, 05/01/49		4,455		7,022,327
California Health Facilities Financing Authority, RB, Sutter Health, Series B, 6.00%, 08/15/20^(b)		6,465		6,560,294
California Health Facilities Financing Authority, Refunding RB, St. Joseph Health System, Series A, 5.00%, 07/01/33		2,560		2,790,733
California Municipal Finance Authority, RB, Senior, Caritas Affordable Housing, Inc. Projects, S/F Housing, Series A:
5.25%, 08/15/39		305		329,412
5.25%, 08/15/49		770		815,984
California Pollution Control Financing Authority, RB, Poseidon Resources (Channel Side) LP Desalination Project, AMT, 5.00%, 11/21/45^(a)		1,650		1,668,728
California Statewide Communities Development Authority, RB, Loma Linda University Medical Center, Series A^(a):
5.00%, 12/01/41		1,100		1,093,785
5.00%, 12/01/46		955		934,343
California Statewide Financing Authority, RB, Asset-Backed, Tobacco Settlement, Series A, 6.00%, 05/01/43		3,285		3,285,131
City of Stockton California Public Financing Authority, RB, Delta Water Supply Project, Series A^(b):
6.25%, 10/01/23		335		395,685
6.25%, 10/01/23		405		478,431
Golden State Tobacco Securitization Corp., Refunding RB:
Series A-1, 5.25%, 06/01/47		1,140		1,141,493
Series A-2, 5.00%, 06/01/47		4,525		4,414,500
State of California, GO:
(AMBAC), 5.00%, 04/01/31		10		10,028
Various Purposes, 6.00%, 03/01/33		1,710		1,715,917
State of California Public Works Board, LRB, Various Capital Projects, Series I, 5.00%, 11/01/38		1,605		1,747,027

				34,403,818


Security	Par (000)		Value

Colorado — 1.7%
Arapahoe County School District No. 6 Littleton, GO, Series A, 5.50%, 12/01/43	$	2,635	$	3,262,156
Colorado Health Facilities Authority, Refunding RB, Commonspirit Health, Series A, 4.00%, 08/01/44		3,735		3,628,515
Denver Connection West Metropolitan District, GO, Series A, 5.38%, 08/01/47		1,250		1,057,550
State of Colorado, COP, Building Excellent Schools, Series O, 4.00%, 03/15/44		2,695		2,964,554

				10,912,775

Connecticut — 1.1%
State of Connecticut, GO, Series A, 4.00%, 01/15/38		6,580		6,860,374


Delaware — 2.1%
County of Sussex Delaware, RB, NRG Energy, Inc., Indian River Power LLC Project, 6.00%, 10/01/40		2,305		2,331,484
Delaware Transportation Authority, RB, U.S. 301 Project, 5.00%, 06/01/55		2,430		2,706,388
State of Delaware EDA, RB, Exempt Facilities, Indian River Power LLC Project, 5.38%, 10/01/45		8,275		8,276,738

				13,314,610

District of Columbia — 6.7%
District of Columbia, Refunding RB:
Georgetown University, 5.00%, 04/01/35		910		1,008,853
The Catholic University of America Issue, 5.00%, 10/01/48		4,875		5,434,650
District of Columbia, Tax Allocation Bonds, City Market at O Street Project, 5.13%, 06/01/41		4,440		4,603,792
Metropolitan Washington Airports sAuthority, Refunding ARB, Dulles Metrorail And Capital Improvement Projects, Series A, 5.00%, 10/01/53		4,240		4,353,971
Metropolitan Washington Airports Authority, Refunding RB, CAB, 2nd Senior Lien, Series B (AGC)^(c):
0.00%, 10/01/31		8,350		5,975,594
0.00%, 10/01/32		15,000		10,254,900
Dulles Toll Road, 0.00%, 10/01/33		13,410		8,735,274
Metropolitan Washington Airports Authority Dulles Toll Road Revenue, Refunding RB, Subordinate, Dulles Metrorail And Capital Improvement Projects, Series B, 4.00%, 10/01/53		1,615		1,542,228

				41,909,262

Florida — 4.6%
County of Alachua Florida Health Facilities Authority, RB, Shands Teaching Hospital and Clinics, Series A, 5.00%, 12/01/44		4,825		5,077,251
County of Collier Florida Health Facilities Authority, Refunding RB, Series A, 5.00%, 05/01/45		2,790		3,068,944
County of Miami-Dade Florida Aviation, Refunding ARB, Miami International Airport, Series A-1, 5.38%, 10/01/20^(b)		7,530		7,667,724
County of Volusia Educational Facility Authority, Refunding RB, Embry Riddle Aeronautical Project:
5.00%, 10/15/44		1,215		1,358,163
5.00%, 10/15/49		2,480		2,773,880
Mid-Bay Florida Bridge Authority, RB, Springing Lien, Series A, 7.25%, 10/01/21^(b)		6,150		6,692,246
Santa Rosa Bay Bridge Authority, RB, 6.25%, 07/01/28^(d)(e)		3,162		2,529,732

				29,167,940

Georgia — 1.9%
County of Gainesville Georgia & Hall Hospital Authority, Refunding RB, Northeast Georgia Health System, Inc. Project, Series A (GTD), 5.50%, 08/15/54		1,075		1,174,964


12		2020 BLACKROCK ANNUAL REPORT TO SHAREHOLDERS

Schedule of Investments (continued)

April 30, 2020

BlackRock MuniYield Fund, Inc. (MYD)

(Percentages shown are based on Net Assets)


Security	Par (000)		Value

Georgia (continued)
Main Street Natural Gas, Inc., RB, Series A:
5.00%, 05/15/35	$	1,040	$	1,184,934
5.00%, 05/15/36		1,040		1,180,889
5.00%, 05/15/37		1,145		1,305,186
5.00%, 05/15/38		630		713,387
5.00%, 05/15/49		2,100		2,438,415
Municipal Electric Authority of Georgia, RB, Plant Vogtle Units 3 & 4 Project, 4.00%, 01/01/49		3,290		2,957,940
Municipal Electric Authority of Georgia, Refunding RB, Series A, 4.00%, 01/01/49		1,285		1,236,337

				12,192,052

Hawaii — 0.4%
State of Hawaii Harbor System, ARB, Series A, 5.25%, 07/01/30		2,760		2,777,802


Idaho — 1.6%
County of Power Idaho Industrial Development Corp., RB, FMC Corp. Project, 6.45%, 08/01/32		10,000		10,026,500


Illinois — 14.9%
Chicago Board of Education, GO:
5.00%, 12/01/46		1,125		1,012,624
5.00%, 12/01/46		2,915		2,521,242
Dedicated Revenues, Series H, 5.00%, 12/01/36		460		443,412
Series C, 5.25%, 12/01/35		3,095		3,065,814
Chicago Board of Education, GO, Refunding:
5.00%, 12/01/25		1,365		1,393,187
Dedicated Revenues, Series D, 5.00%, 12/01/25		1,735		1,770,828
Dedicated Revenues, Series D, 5.00%, 12/01/31		1,000		994,220
Dedicated Revenues, Series F, 5.00%, 12/01/22		1,305		1,328,634
Dedicated Revenues, Series G, 5.00%, 12/01/34		455		439,225
City of Chicago Illinois O’Hare International Airport, GARB, 3rd Lien:
5.63%, 01/01/35		810		826,257
Series A, 5.75%, 01/01/21^(b)		2,940		3,037,932
Series A, 5.75%, 01/01/39		560		571,385
Series C, 6.50%, 01/01/21^(b)		11,920		12,365,212
City of Chicago Illinois Transit Authority, RB, Sales Tax Receipts, 5.25%, 12/01/40		2,130		2,239,631
County of Cook Illinois Community College District No. 508, GO, City College of Chicago, 5.50%, 12/01/38		1,635		1,656,974
Illinois Finance Authority, RB, Chicago LLC, University of Illinois at Chicago Project, Series A:
5.00%, 02/15/47		425		421,443
5.00%, 02/15/50		210		207,211
Illinois Finance Authority, Refunding RB, Ascension Health, Series A, 5.00%, 11/15/21^(b)		1,970		2,094,839
Metropolitan Pier & Exposition Authority, RB, McCormick Place Expansion Project Bonds, Series A, 5.00%, 06/15/57		1,835		1,634,104
Metropolitan Pier & Exposition Authority, Refunding RB, McCormick Place Expansion Project:
4.00%, 06/15/50		2,830		2,356,569
CAB, Series B (AGM), 0.00%, 06/15/47^(c)		27,225		8,038,181
Series B (AGM), 0.00%, 06/15/43 ^(c)		10,925		3,862,097
Series B (AGM), 5.00%, 06/15/50		12,435		12,464,844
Series B-2, 5.00%, 06/15/50		5,085		5,085,153
Railsplitter Tobacco Settlement Authority, RB^(b):
5.50%, 06/01/21		2,730		2,866,145
6.00%, 06/01/21		2,335		2,464,102
State of Illinois, GO:
5.50%, 07/01/38		4,000		3,778,280
5.00%, 02/01/39		3,195		2,836,297


Security	Par (000)		Value

Illinois (continued)
State of Illinois, GO, Refunding, Series B, 5.00%, 10/01/28	$	1,000	$	974,640
State of Illinois, GO, Series A, 5.00%, 04/01/38		2,510		2,235,030
State of Illinois Toll Highway Authority, RB, Series C, 5.00%, 01/01/37		5,815		6,365,622
University of Illinois, RB, Auxiliary Facilities System, Series A, 5.00%, 04/01/44		2,045		2,117,638

				93,468,772

Indiana — 3.3%
City of Valparaiso Indiana, RB, Exempt Facilities, Pratt Paper LLC Project, AMT:
6.75%, 01/01/34		1,635		1,710,798
7.00%, 01/01/44		3,950		4,139,205
Indiana Finance Authority, RB, Series A:
CWA Authority Project, 1st Lien, 5.25%, 10/01/38		6,665		7,016,979
Private Activity Bond, Ohio River Bridges East End Crossing Project, AMT, 5.00%, 07/01/44		910		931,321
Private Activity Bond, Ohio River Bridges East End Crossing Project, AMT, 5.00%, 07/01/48		3,015		3,094,596
Private Activity Bond, Ohio River Bridges East End Crossing Project, AMT, 5.25%, 01/01/51		840		860,597
Indianapolis Local Public Improvement Bond Bank, RB, Series A, 5.00%, 01/15/40		2,580		2,813,361

				20,566,857

Iowa — 1.6%
Iowa Finance Authority, Refunding RB, Iowa Fertilizer Co. Project:
Series B, 5.25%, 12/01/50^(f)		5,720		5,453,791
Midwestern Disaster Area, 5.25%, 12/01/25		940		935,366
Midwestern Disaster Area, 5.88%, 12/01/26^(a)		835		847,392
Iowa Tobacco Settlement Authority, Refunding RB, Asset-Backed, CAB, Series B, 5.60%, 06/01/34		2,695		2,695,431

				9,931,980

Kentucky — 1.2%
Kentucky Economic Development Finance Authority, RB, Catholic Health Initiatives, Series A, 5.25%, 01/01/23^(b)		2,055		2,261,959
Kentucky Economic Development Finance Authority, Refunding RB, Louisville Arena Authority, Inc. (AGM), 5.00%, 12/01/45		2,625		2,922,019
Kentucky Public Transportation Infrastructure Authority, RB, Downtown Crossing Project, Convertible CAB, 1st Tier, Series C, 6.75%, 07/01/43^(g)		2,485		2,321,934

				7,505,912

Louisiana — 1.7%
Parish of St. John the Baptist Louisiana, Refunding RB, Marathon Oil Corporation Project, 2.10%, 06/01/37^(f)		950		824,229
Tobacco Settlement Financing Corp., Refunding RB, Asset-Backed, Series A:
5.50%, 05/15/30		2,055		2,057,877
5.25%, 05/15/31		1,750		1,796,935
5.25%, 05/15/32		2,240		2,352,851
5.25%, 05/15/33		2,430		2,551,014
5.25%, 05/15/35		1,025		1,086,736

				10,669,642

Maryland — 0.6%
County of Prince George’s Maryland, Special Obligation, Remarketing, National Harbor Project, 5.20%, 07/01/34		1,289		1,284,102
Maryland EDC, Refunding RB, CNX Marine Terminal, Inc., 5.75%, 09/01/25		1,545		1,553,915


SCHEDULES OF INVESTMENTS			13

Schedule of Investments (continued)

April 30, 2020

BlackRock MuniYield Fund, Inc. (MYD)

(Percentages shown are based on Net Assets)


Security	Par (000)		Value

Maryland (continued)
Maryland Health & Higher Educational Facilities Authority, RB, Trinity Health Credit Group, Series 2017, 5.00%, 12/01/46	$	880	$	968,897

				3,806,914

Massachusetts — 1.5%
Massachusetts Bay Transportation Authority, Refunding RB, Senior Series A-1, 5.25%, 07/01/29		3,250		4,294,258
Massachusetts Housing Finance Agency, RB, M/F Housing, Series C-1:
3.15%, 12/01/49		1,165		1,124,330
3.25%, 12/01/54		4,280		4,200,948

				9,619,536

Michigan — 3.3%
City of Detroit Michigan Sewage Disposal System, Refunding RB, Senior Lien, Series A, 5.25%, 07/01/39		8,995		9,551,521
Kalamazoo Hospital Finance Authority, Refunding RB, Bronson Methodist Hospital:
5.50%, 05/15/20^(b)		1,545		1,547,178
5.50%, 05/15/36		1,250		1,251,413
Michigan Finance Authority, Refunding RB:
Detroit Water & Sewage Department Project, Senior Lien, Series C-1, 5.00%, 07/01/44		1,830		1,900,729
Series A, 4.00%, 12/01/49		1,710		1,757,247
Michigan State University, Refunding RB, Board of Trustees, Series B, 5.00%, 02/15/48		2,105		2,492,678
Michigan Strategic Fund, RB, I-75 Improvement Projects, AMT, 5.00%, 06/30/48		2,255		2,270,808

				20,771,574

Minnesota — 1.1%
Duluth Economic Development Authority, Refunding RB, Essentia Health Obligated Group, Series A:
4.25%, 02/15/48		2,160		2,194,193
5.25%, 02/15/53		4,315		4,715,216

				6,909,409

Missouri — 1.1%
Bi-State Development Agency of the Missouri-Illinois Metropolitan District, Refunding RB, Combined Lien, Series A, 5.00%, 10/01/44		510		549,122
State of Missouri Health & Educational Facilities Authority, Refunding RB:
Mercy Health, Series C, 5.00%, 11/15/47		5,470		6,052,664
St. Louis College of Pharmacy Project, 5.50%, 05/01/43		510		533,282

				7,135,068

Nebraska — 0.4%
Central Plains Nebraska Energy Project, RB, Gas Project No. 3:
5.00%, 09/01/42		925		978,807
5.25%, 09/01/37		1,670		1,777,815

				2,756,622

New Hampshire — 0.7%
New Hampshire Business Finance Authority, Refunding RB, Resource Recovery, Covanta Project^(a):
Series B, 4.63%, 11/01/42		3,205		2,873,251
Series C, AMT, 4.88%, 11/01/42		1,665		1,505,110

				4,378,361


Security	Par (000)		Value

New Jersey — 13.3%
Casino Reinvestment Development Authority, Inc., Refunding RB:
5.25%, 11/01/39	$	3,490	$	3,358,427
5.25%, 11/01/44		3,180		2,956,192
County of Essex New Jersey Improvement Authority, RB, AMT, 5.25%, 07/01/45^(a)		2,250		2,255,355
New Jersey EDA, RB:
Kapkowski Road Landfill Project, Series B, AMT, 6.50%, 04/01/31		2,295		2,355,427
School Facilities Construction, 5.00%, 06/15/49		4,850		4,612,398
Series EEE, 5.00%, 06/15/48		7,780		7,410,917
Transit transportation Project, 4.00%, 11/01/38		1,075		954,385
Transit transportation Project, 4.00%, 11/01/39		860		760,481
New Jersey EDA, Refunding ARB, Port Network Container Terminal LLC Project, AMT, 5.00%, 10/01/47		3,040		2,845,714
New Jersey State Turnpike Authority, RB:
Series A, 5.00%, 01/01/43		685		720,380
Series E, 5.00%, 01/01/45		5,425		5,890,356
New Jersey Transportation Trust Fund Authority, RB:
CAB, Transportation System, Series C (AMBAC), 0.00%, 12/15/35^(c)		7,395		3,703,934
Series BB, 4.00%, 06/15/50		3,150		2,691,140
Series BB, 5.00%, 06/15/50		10,800		10,262,268
Transportation Program, Series AA, 5.00%, 06/15/44		3,875		3,743,909
Transportation System, Series A, 5.50%, 06/15/21^(b)		3,630		3,829,323
Transportation System, Series B, 5.25%, 06/15/36		4,990		4,999,730
Tobacco Settlement Financing Corp., Refunding RB:
Series A, 5.25%, 06/01/46		5,120		5,456,282
Sub-Series B, 5.00%, 06/01/46		14,860		14,939,055

				83,745,673

New York — 6.7%
City of New York Transitional Finance Authority Future Tax Secured Revenue, RB, Fiscal 2012, Sub-Series E-1, 5.00%, 02/01/42		4,235		4,449,587
Counties of New York Tobacco Trust IV, Refunding RB, Settlement Pass-Through Turbo, Series A, 6.25%, 06/01/41^(a)		3,700		3,690,750
County of Westchester New York Healthcare Corp., RB, Senior Lien, Series A, 5.00%, 11/01/44		440		462,895
Erie Tobacco Asset Securitization Corp., Refunding RB, Asset-Backed, Series A, 5.00%, 06/01/45		4,070		3,720,346
Metropolitan Transportation Authority, RB, Series B:
5.25%, 11/15/38		4,960		5,145,008
5.25%, 11/15/39		1,765		1,829,423
New York Liberty Development Corp., Refunding RB, 3 World Trade Center Project^(a):
Class 1, 5.00%, 11/15/44		8,145		7,507,165
Class 2, 5.15%, 11/15/34		705		675,771
Class 2, 5.38%, 11/15/40		1,760		1,730,309
New York Transportation Development Corp., ARB, LaGuardia Airport Terminal B Redevelopment Project, Series A, AMT, 5.25%, 01/01/50		1,525		1,554,738
Port Authority of New York & New Jersey, ARB, Special Project, JFK International Air Terminal LLC Project, Series 8:
6.00%, 12/01/36		2,625		2,672,092
6.00%, 12/01/42		1,485		1,493,999
State of New York Environmental Facilities Corp., RB, Subordinated SRF Bonds, Series B, 5.00%, 06/15/48		3,750		4,436,250
State of New York Power Authority, Refunding RB, Series A, 4.00%, 11/15/60^(h)		2,765		2,915,444

				42,283,777


14		2020 BLACKROCK ANNUAL REPORT TO SHAREHOLDERS

Schedule of Investments (continued)

April 30, 2020

BlackRock MuniYield Fund, Inc. (MYD)

(Percentages shown are based on Net Assets)


Security	Par (000)		Value

North Carolina — 0.6%
North Carolina Capital Facilities Finance Agency, Refunding RB, Solid Waste Disposal Facility, Duke Energy Carolinas Project, Series B, 4.63%, 11/01/40	$	1,140	$	1,155,447
North Carolina Medical Care Commission, Refunding RB, 1st Mortgage, Retirement Facilities Whitestone Project, Series A, 7.75%, 03/01/21^(b)		1,210		1,278,619
University of North Carolina at Chapel Hill, RB, University of North Carolina Hospital at Chapel Hills, 5.00%, 02/01/49		1,130		1,444,976

				3,879,042

North Dakota — 0.3%
County of Cass North Dakota, Refunding RB, Essentia Health Obligated Group, Series B, 5.25%, 02/15/58		2,000		2,178,700


Ohio — 3.3%
Buckeye Tobacco Settlement Financing Authority, Refunding RB, Senior:
Class 1, Series A-2, 4.00%, 06/01/37		610		653,011
Class 1, Series A-2, 4.00%, 06/01/38		610		653,029
Class 1, Series A-2, 4.00%, 06/01/39		610		647,649
Class 1, Series A-2, 4.00%, 06/01/48		1,605		1,584,585
Class 2, Series B-2, 5.00%, 06/01/55		7,035		6,223,724
County of Allen Ohio Hospital Facilities, Refunding RB, Mercy Health, Series A, 4.00%, 11/01/44		4,160		4,203,555
County of Franklin Ohio, RB:
OPRS Communities Obligation Group, Series A, 6.13%, 07/01/22^(b)		80		89,046
OPRS Communities Obligation Group, Series A, 6.13%, 07/01/40		1,300		1,321,138
Series A, 4.00%, 12/01/49		1,060		1,117,166
Trinity Health Credit Group, Series 2017, 5.00%, 12/01/46		840		934,382
Ohio Air Quality Development Authority, RB, AMG Vanadium Project, AMT, 5.00%, 07/01/49^(a)		1,545		1,403,694
State of Ohio, RB, Portsmouth Bypass Project, AMT, 5.00%, 06/30/53		1,685		1,848,698

				20,679,677

Oklahoma — 1.9%
Oklahoma Development Finance Authority, RB, OU Medicine Project, Series B, 5.50%, 08/15/57		2,460		2,579,015
Oklahoma Turnpike Authority, RB,
Series A, 4.00%, 01/01/48		4,320		4,672,425
2nd Series C, 4.00%, 01/01/42		4,115		4,472,388

				11,723,828

Pennsylvania — 3.7%
Allentown Neighborhood Improvement Zone Development Authority, Refunding RB, Series A, 5.00%, 05/01/42		5,250		5,385,555
City of Philadelphia Pennsylvania Hospitals & Higher Education Facilities Authority, RB, Temple University Health System, Series A, 5.63%, 07/01/42		1,325		1,371,282
County of Montgomery Higher Education & Health Authority, Refunding RB, Thomas Jefferson University, Series A:
5.00%, 09/01/43		2,610		2,865,075
4.00%, 09/01/49		1,185		1,192,169
Pennsylvania Economic Development Financing Authority, RB, AMT, 5.00%, 06/30/42		1,765		1,777,814
Pennsylvania Economic Development Financing Authority, Refunding RB, National Gypsum Co., AMT, 5.50%, 11/01/44		3,210		2,754,565
Pennsylvania Higher Educational Facilities Authority, RB, University of Pennsylvania Health System Obligation, 4.00%, 08/15/49		4,875		5,135,715


Security	Par (000)		Value

Pennsylvania (continued)
Pennsylvania Turnpike Commission, RB, Series A, 5.00%, 12/01/44	$	2,305	$	2,481,356

				22,963,531

Puerto Rico — 5.5%
Children’s Trust Fund, Refunding RB, Tobacco Settlement Asset-Backed Bonds:
5.50%, 05/15/39		1,430		1,431,130
5.63%, 05/15/43		1,430		1,408,693
Commonwealth of Puerto Rico Aqueduct & Sewer Authority, RB, Senior Lien, Series A:
5.00%, 07/01/33		5,165		4,905,975
5.13%, 07/01/37		1,470		1,387,959
Commonwealth of Puerto Rico Aqueduct & Sewer Authority, Refunding RB, Senior Lien, Series A:
6.00%, 07/01/38		1,530		1,517,332
6.00%, 07/01/44		2,770		2,769,501
Puerto Rico Sales Tax Financing Corp. Sales Tax Revenue, RB, Restructured:
CAB, Series A-1, 0.00%, 07/01/51^(c)		1,547		269,395
Series A-1, 4.75%, 07/01/53		3,304		2,976,342
Series A-1, 5.00%, 07/01/58		13,094		12,230,058
Series A-2, 4.78%, 07/01/58		6,236		5,613,585

				34,509,970

Rhode Island — 3.1%
Central Falls Detention Facility Corp., Refunding RB, 7.25%, 07/15/35^(d)(e)		4,155		637,099
Tobacco Settlement Financing Corp., Refunding RB, Series B:
4.50%, 06/01/45		8,215		8,373,960
5.00%, 06/01/50		9,875		10,319,967

				19,331,026

South Carolina — 5.5%
South Carolina Jobs EDA, Refunding RB, Prisma Health Obligated Group, Series A, 5.00%, 05/01/48		6,455		6,962,879
State of South Carolina Ports Authority, ARB^(b):
5.25%, 07/01/20		6,000		6,041,700
AMT, 5.25%, 07/01/25		2,225		2,651,911
State of South Carolina Public Service Authority, RB, Santee Cooper, Series A, 5.50%, 12/01/54		8,090		8,538,510
State of South Carolina Public Service Authority, Refunding RB:
Series A, 5.00%, 12/01/50		5,000		5,220,250
Series E, 5.25%, 12/01/55		4,550		4,817,540

				34,232,790

Tennessee — 1.2%
City of Chattanooga Health Educational & Housing Facility Board, RB, Catholic Health Initiatives, Series A, 5.25%, 01/01/23^(b)		2,855		3,163,168
City of Chattanooga Health Educational & Housing Facility Board, Refunding RB, Commonspirit Health, Series A, 4.00%, 08/01/44		330		320,592
County of Nashville & Davidson Metropolitan Government Health & Educational Facilities Board, RB, Vanderbilt University Medical Center, Series A, 5.00%, 07/01/40		1,440		1,559,664
County of Nashville & Davidson Metropolitan Government Health & Educational Facilities Board, Refunding RB, Lipscomb University Project, Series A, 5.25%, 10/01/58		2,025		2,158,711

				7,202,135


SCHEDULES OF INVESTMENTS			15

Schedule of Investments (continued)

April 30, 2020

BlackRock MuniYield Fund, Inc. (MYD)

(Percentages shown are based on Net Assets)


Security	Par (000)		Value

Texas — 7.3%
Central Texas Regional Mobility Authority, Refunding RB:
Senior Lien, 6.25%, 01/01/21^(b)	$	4,365	$	4,523,712
Sub-Lien, 5.00%, 01/01/33		725		744,691
City of Houston Texas Airport System, RB, AMT, Series B-1, 5.00%, 07/15/30		3,600		3,517,272
City of Houston Texas Airport System, Refunding ARB, United Airlines, Inc. Terminal E Project, AMT, 5.00%, 07/01/29		1,765		1,746,891
City of San Antonio Texas Electric & Gas Systems Revenue, Refunding RB, Series A, 5.00%, 02/01/48		2,440		2,915,873
Clifton Higher Education Finance Corp., RB, Idea Public Schools, 6.00%, 08/15/43		1,525		1,683,737
County of Harris Texas Cultural Education Facilities Finance Corp., RB, 1st Mortgage, Brazos Presbyterian Homes, Inc. Project, Series B:
7.00%, 01/01/23^(b)		485		561,814
6.38%, 01/01/33		460		474,600
County of Tarrant Texas Cultural Education Facilities Finance Corp., RB, Christus Health, Series B, 5.00%, 07/01/48		9,585		10,624,877
North Texas Tollway Authority, RB, CAB, Special Project System, Series B, 0.00%, 09/01/31^(b)^(c)		4,110		2,111,924
North Texas Tollway Authority, Refunding RB, Series A, 5.00%, 01/01/38		1,910		2,062,093
San Antonio Water System, Refunding RB, Junior Lien, Series A, 5.00%, 05/15/48		5,260		6,211,745
Texas Private Activity Bond Surface Transportation Corp., RB, Senior Lien, LBJ Infrastructure Group LLC, 7.00%, 06/30/40		6,000		6,014,520
Texas Transportation Commission, RB, First Tier Toll Revenue, 5.00%, 08/01/57		2,435		2,461,663

				45,655,412

Utah — 0.7%
City of Salt Lake Corp. Airport Revenue, ARB, Series A, AMT:
5.00%, 07/01/47		1,920		2,081,318
5.00%, 07/01/48		1,845		2,030,644

				4,111,962

Virginia — 1.2%
Virginia Small Business Financing Authority, RB, Senior Lien, Elizabeth River Crossings OpCo LLC Project, AMT:
5.25%, 01/01/32		3,270		3,327,062
6.00%, 01/01/37		3,900		4,020,237

				7,347,299

Washington — 1.7%
Port of Seattle Washington, ARB, Series A, AMT, 5.00%, 05/01/43		3,120		3,382,923
Port of Seattle Washington, RB, Intermediate Lien, Series C, AMT, 5.00%, 04/01/40		1,565		1,659,651
Washington Health Care Facilities Authority, RB, Catholic Health Initiatives, Series A, 5.75%, 01/01/45		4,745		5,086,640
Washington Health Care Facilities Authority, Refunding RB, Commonspirit Health, Series A, 4.00%, 08/01/44		715		694,615

				10,823,829

Wisconsin — 0.3%
Public Finance Authority, RB:
A&T Real Estate Foundation, Series B, 5.00%, 06/01/49		930		938,928
American Preparatory Academy — Las Vegas Project, Series A, 5.00%, 07/15/39^(a)		190		161,705
American Preparatory Academy — Las Vegas Project, Series A, 5.00%, 07/15/49^(a)		720		577,354


Security	Par (000)		Value

Wisconsin (continued)
American Preparatory Academy — Las Vegas Project, Series A, 5.00%, 07/15/54^(a)	$	345	$	271,070

				1,949,057


Total Municipal Bonds — 119.8% (Cost — $737,938,224)				752,431,655


Municipal Bonds Transferred to Tender Option Bond Trusts — 38.5%⁽ⁱ⁾

California — 3.0%
Bay Area Toll Authority, Refunding RB, San Francisco Bay Area Toll Bridge, 4.00%, 04/01/42^(j)		6,496		6,950,735
City of Los Angeles California Department of Airports, Refunding ARB, Los Angeles International Airport, Senior Series A, 5.00%, 05/15/40		4,689		4,697,653
Sacramento Area Flood Control Agency, Refunding, Consolidated Capital Assessment District No. 2 Bonds, 5.00%, 10/01/47		6,494		7,498,120

				19,146,508

Colorado — 2.2%
City & County of Denver Colorado Airport System Revenue, Refunding ARB, Subordinate System, Series A, AMT, 5.25%, 12/01/48^(j)		4,775		5,331,478
County of Adams Colorado, COP, Refunding, 4.00%, 12/01/45		7,820		8,300,774

				13,632,252

District of Columbia — 1.8%
District of Columbia Housing Finance Agency, RB, M/F Housing, Series B-2 (FHA), 4.10%, 09/01/39		10,265		11,150,352


Georgia — 1.6%
County of Dalton Whitfield Joint Development Authority, RB, Hamilton Health Care System Obligation, 4.00%, 08/15/48		6,660		6,868,924
Georgia Housing & Finance Authority, RB, S/F Housing, Series 2020, 3.60%, 12/01/44		3,037		3,148,975

				10,017,899

Illinois — 0.5%
Illinois Finance Authority, Refunding RB, Presence Health Network, Series C:
4.00%, 02/15/27^(b)		6		6,110
4.00%, 02/15/41		2,994		3,158,787

				3,164,897

Massachusetts — 1.5%
Commonwealth of Massachusetts Transportation Fund Revenue, RB, Rail Enhancement Program, Series A, 4.00%, 06/01/45		4,333		4,616,837
Massachusetts School Building Authority, RB, Senior, Series B, 5.00%, 10/15/21^(b)		4,607		4,889,231

				9,506,068

New York — 12.8%
Hudson Yards Infrastructure Corp., RB, Senior-Fiscal 2012^(j):
5.75%, 02/15/21^(b)		2,018		2,089,322
5.75%, 02/15/47		1,242		1,285,288
New York Liberty Development Corp., ARB, 1 World Trade Center Port Authority Consolidated Bonds, 5.25%, 12/15/43		21,629		22,681,665
New York Liberty Development Corp., Refunding RB, 4 World Trade Center Project, 5.75%, 11/15/51^(j)		13,081		13,642,793
New York State Dormitory Authority, Refunding RB, Series D, 4.00%, 02/15/47		12,580		13,513,184


16		2020 BLACKROCK ANNUAL REPORT TO SHAREHOLDERS

Schedule of Investments (continued)

April 30, 2020

BlackRock MuniYield Fund, Inc. (MYD)

(Percentages shown are based on Net Assets)


Security	Par (000)		Value

New York (continued)
New York State Thruway Authority, Refunding RB, Subordinate, Series B, 4.00%, 01/01/50	$	6,065	$	6,227,350
Port Authority of New York & New Jersey, Refunding ARB, Series 194th, 5.25%, 10/15/55		5,400		5,951,556
State of New York Urban Development Corp., RB, State Personal Income Tax, General Purpose, Series A, 4.00%, 03/15/46		13,980		15,068,483

				80,459,641

North Carolina — 1.0%
North Carolina Capital Facilities Finance Agency, Refunding RB, Duke University Project, Series B, 5.00%, 10/01/55		5,290		6,033,298


Pennsylvania — 0.9%
Pennsylvania Turnpike Commission, RB, Sub-Series A, 5.50%, 12/01/42		4,877		5,483,949


Rhode Island — 0.6%
Narragansett Bay Commission, Refunding RB, Wastewater System, Series A, 4.00%, 09/01/22^(b)		3,272		3,519,582


Texas — 7.4%
City of San Antonio Texas Electric & Gas Systems Revenue, RB, Junior Lien, 5.00%, 02/01/43		5,060		5,504,926
County of Harris Texas Metropolitan Transit Authority, Refunding RB, Series A, 5.00%, 11/01/21^(b)		6,920		7,352,708
Lower Colorado River Authority, Refunding RB, LCRA Transmission Services Corporation Project, 4.00%, 05/15/43		4,335		4,447,103
San Antonio Public Facilities Corp., Refunding RB, Convention Center Refinancing and Expansion Project, 4.00%, 09/15/42		5,700		5,919,507
Texas Water Development Board, RB, State Water Implementation Fund, Series A, 4.00%, 10/15/49		14,560		16,261,627
University of Texas, Refunding RB, Financing System, Series B, 5.00%, 08/15/43		6,243		6,728,309

				46,214,180

Virginia — 2.6%
Virginia Small Business Financing Authority, Refunding RB:
Bon Secours Health System, Series A, 4.00%, 12/01/49		10,097		10,463,880
Sentara Healthcare, 5.00%, 11/01/40		6,075		6,075,913

				16,539,793

Washington — 0.6%
Metropolitan Washington Airports Authority Dulles Toll Road Revenue, Refunding RB, Subordinate, Dulles Metrorail And Capital Improvement Projects, Series B (AGM), 4.00%, 10/01/53		3,778		3,825,483


Wisconsin — 2.0%
State of Wisconsin Health & Educational Facilities Authority, Refunding RB, The Medical College of Wisconsin, Inc., 4.00%, 12/01/46		5,950		6,343,939
Wisconsin Health & Educational Facilities Authority, RB, Thedacare, Inc., 4.00%, 12/15/49^(j)		6,200		6,398,524

				12,742,463


Total Municipal Bonds Transferred to Tender Option Bond Trusts — 38.5% (Cost — $236,312,924)				241,436,365


Total Long-Term Investments — 158.3% (Cost — $974,251,148)				993,868,020


Security	Shares		Value

Short-Term Securities — 3.3%
BlackRock Liquidity Funds, MuniCash, Institutional Class, 0.15%^(k)^(l)		20,523,315	$	20,527,420


Total Short-Term Securities — 3.3% (Cost — $20,520,041)				20,527,420


Total Investments — 161.6% (Cost — $994,771,189)				1,014,395,440

Other Assets Less Liabilities — 2.0%				12,810,125

Liability for TOB Trust Certificates, Including Interest Expense and Fees Payable — (23.6)%				(148,343,510	)

VRDP Shares, at Liquidation Value, Net of Deferred Offering Costs — (40.0)%				(251,064,141	)


Net Assets Applicable to Common Shares — 100.0%			$	627,797,914

^(a)	Security exempt from registration pursuant to Rule 144A under the Securities Act of 1933, as amended. These securities may be resold in transactions exempt from registration to qualified institutional investors.

^(b)	U.S. Government securities held in escrow, are used to pay interest on this security as well as to retire the bond in full at the date indicated, typically at a premium to par.

^(c)	Zero-coupon bond.

^(d)	Non-income producing security.

^(e)	Issuer filed for bankruptcy and/or is in default.

^(f)	Variable or floating rate security, which interest rate adjusts periodically based on changes in current interest rates and prepayments on the underlying pool of assets. Rate shown is the rate in effect as of period end.

^(g)	Step-up bond that pays an initial coupon rate for the first period and then a higher coupon rate for the following periods. Rate as of period end.

^(h)	When-issued security.

⁽ⁱ⁾	Represent bonds transferred to a TOB Trust in exchange of cash and residual certificates received by the Fund. These bonds serve as collateral in a secured borrowing. See Note 4 of the Notes to Financial Statements for details.

^(j)

All or a portion of the security is subject to a recourse agreement. The aggregate maximum potential amount the Fund could ultimately be required to pay under the agreements, which expire between August 15, 2020 to December 15, 2027, is $20,198,477. See Note 4 of the Notes to Financial Statements for details.

^(k)	Annualized 7-day yield as of period end.


SCHEDULES OF INVESTMENTS			17

Schedule of Investments (continued)

April 30, 2020

BlackRock MuniYield Fund, Inc. (MYD)

^(l)	Investments in issuers considered to be an affiliate/affiliates of the Fund during the year ended April 30, 2020 for purposes of Section 2(a)(3) of the Investment Company Act of 1940, as amended, were as follows:


Affiliated Issuer	Shares Held at 04/30/19		Shares Purchased			Shares Sold		Shares Held at 04/30/20		Value at 04/30/20		Income		Net Realized Gain (Loss)^(a)		Change in Unrealized Appreciation (Depreciation)
BlackRock Liquidity Funds, MuniCash, Institutional Class		5,922,549		14,600,766	^(b)		—		20,523,315	$	20,527,420	$	249,839	$	731	$	7,961

^(a)

Includes net capital gain distributions, if applicable.

^(b)

Represents net shares purchased (sold).

Derivative Financial Instruments Categorized by Risk Exposure

For the year ended April 30, 2020, the effect of derivative financial instruments in the Statements of Operations was as follows:


	Commodity Contracts		Credit Contracts		Equity Contracts		Foreign Currency Exchange Contracts		Interest Rate Contracts			Other Contracts		Total
Net Realized Gain (Loss) from:
Futures contracts	$	—	$	—	$	—	$	—	$	(11,772,429	)	$	—	$	(11,772,429	)


Net Change in Unrealized Appreciation (Depreciation) on:
Futures contracts	$	—	$	—	$	—	$	—	$	231,809		$	—	$	231,809

Average Quarterly Balances of Outstanding Derivative Financial Instruments:


Futures contracts:
Average notional value of contracts — long	$	—	^(a)
Average notional value of contracts — short		36,304,004

^(a)

Derivative not held at any quarter-end. The risk exposure table serves as an indicator of activity during the period.

Fair Value Hierarchy as of Period End

Various inputs are used in determining the fair value of investments. For information about the Fund’s policy regarding valuation of investments, refer to the Notes to Financial Statements.

The following table summarizes the Fund’s investments categorized in the disclosure hierarchy:


	Level 1		Level 2		Level 3		Total
Assets:
Investments:
Long-Term Investments^(a)	$	—	$	993,868,020	$	—	$	993,868,020
Short-Term Securities		20,527,420		—		—		20,527,420

	$	20,527,420	$	993,868,020	$	—	$	1,014,395,440

^(a)

See above Schedule of Investments for values in each state or political subdivision.

The Fund may hold assets and/or liabilities in which the fair value approximates the carrying amount for financial statement purposes. As of period end, such assets and/or liabilities are categorized within the disclosure hierarchy as follows:


	Level 1		Level 2			Level 3		Total
Liabilities:
TOB Trust Certificates	$	—	$	(147,785,028	)	$	—	$	(147,785,028	)
VRDP Shares at Liquidation Value		—		(251,400,000	)		—		(251,400,000	)

	$	—	$	(399,185,028	)	$	—	$	(399,185,028	)

See notes to financial statements.


18		2020 BLACKROCK ANNUAL REPORT TO SHAREHOLDERS

Schedule of Investments

April 30, 2020

BlackRock MuniYield Quality Fund, Inc. (MQY)

(Percentages shown are based on Net Assets)


Security	Par (000)		Value

Municipal Bonds — 116.3%

Alabama — 0.3%
Homewood Educational Building Authority, Refunding RB, Educational Facilities, Samford University, Series A, 5.00%, 12/01/34	$	1,145	$	1,275,232


Alaska — 0.3%
Alaska Industrial Development & Export Authority, RB, Providence Health Services, Series A, 5.50%, 10/01/41		1,400		1,462,300


Arizona — 1.7%
Arizona IDA, RB^(a):
Leman Academy of Excellence-East Tucson And Central Tucson Projects, Series A, 5.00%, 07/01/39		740		644,103
Leman Academy of Excellence-East Tucson And Central Tucson Projects, Series A, 5.00%, 07/01/49		835		670,605
Leman Academy of Excellence-East Tucson And Central Tucson Projects, Series A, 5.00%, 07/01/54		640		500,966
Odyssey Preparatory Academy Project, 4.38%, 07/01/39		875		712,023
County of Maricopa Arizona IDA, Refunding RB:
HonorHealth, Series A, 5.00%, 09/01/36		880		987,844
Legacy Traditional Schools Project, 5.00%, 07/01/39^(a)		315		296,195
Legacy Traditional Schools Project, 5.00%, 07/01/54^(a)		720		649,743
County of Pima IDA, RB^(a):
American Leadership Academy Project, 5.00%, 06/15/47		1,275		999,549
Imagine East Mesa Charter Schools Project, 5.00%, 07/01/49		1,150		973,567
County of Pima IDA, Refunding RB, American Leadership Academy Project, 5.00%, 06/15/49^(a)		1,460		1,135,836

				7,570,431

Arkansas — 0.4%
Arkansas Development Finance Authority, RB, Big River Steel Project, AMT, 4.50%, 09/01/49^(a)		2,135		1,823,183


California — 16.5%
California Health Facilities Financing Authority, Refunding RB, Kaiser Permanente, Sub-Series A-2, 5.00%, 11/01/47		1,770		2,461,946
California Statewide Communities Development Authority, RB, Kaiser Permanente, Series A, 5.00%, 04/01/42		2,000		2,107,120
California Statewide Communities Development Authority, Refunding RB, John Muir Health, Series A, 4.00%, 12/01/53		1,325		1,354,574
Carlsbad California Unified School District, GO, Election of 2006, Series B, 6.00%, 05/01/34		5,000		5,953,150
City of San Jose California, Refunding ARB, Norman Y Mineta San Jose International Airport SJC, AMT:
Series A, 5.00%, 03/01/36		565		632,958
Series A, 5.00%, 03/01/37		620		694,977
Series A-1, 5.75%, 03/01/34		1,150		1,183,177
County of San Joaquin California Transportation Authority, Refunding RB, Limited Tax, Measure K, Series A, 6.00%, 03/01/21^(b)		900		939,150
Golden State Tobacco Securitization Corp., Refunding RB, Series A-1, 3.50%, 06/01/36		2,010		1,963,931
Grossmont California Union High School District, GO, CAB, Election of 2004, 0.00%, 08/01/31^(c)		5,000		3,756,300
Grossmont-Cuyamaca Community College District, GO, Refunding, CAB, Election of 2002, Series C (AGC), 0.00%, 08/01/30^(c)		10,030		8,026,207
Hartnell Community College District California, GO, CAB, Election of 2002, Series D, 7.00%, 08/01/34^(d)		4,125		4,913,824
Mount San Antonio Community College District, GO, Refunding, CAB, Election of 2008, Series A, 6.25%, 08/01/43^(d)		1,945		1,957,720


Security	Par (000)		Value

California (continued)
Poway Unified School District, GO, Refunding, CAB, School Facilities Improvement, Election of 2008, Series B, 0.00%, 08/01/36^(c)	$	5,000	$	3,149,150
Rio Hondo Community College District California, GO, CAB, Election of 2004, Series C, 0.00%, 08/01/37^(c)		4,005		2,469,163
San Bernardino Community College District, GO, CAB, Election of 2008, Series B, 6.38%, 08/01/34		10,000		12,245,900
San Diego California Unified School District, GO, Election of 2008^(c):
CAB, Series C, 0.00%, 07/01/38		2,200		1,327,216
CAB, Series G, 0.00%, 07/01/34^(b)		900		492,453
CAB, Series G, 0.00%, 07/01/35^(b)		950		489,544
CAB, Series G, 0.00%, 07/01/36^(b)		1,430		694,008
CAB, Series G, 0.00%, 07/01/37^(b)		950		434,378
San Diego California Unified School District, GO, Refunding, CAB, Series R-1, 0.00%, 07/01/31^(c)		1,725		1,341,291
San Marcos Unified School District, GO, Election of 2010, Series A^(b):
5.00%, 08/01/34		900		948,411
5.00%, 08/01/38		760		801,260
State of California, GO, 5.50%, 04/01/28		5		5,016
State of California, GO, Refunding, Various Purposes:
5.00%, 09/01/41		2,300		2,398,049
5.00%, 10/01/41		1,300		1,357,486
State of California, GO, , 5.00%, 04/01/42		1,500		1,589,940
Yosemite Community College District, GO, CAB, Election of 2004, Series D, 0.00%, 08/01/36^(c)		15,000		9,434,550

				75,122,849

Colorado — 1.3%
City & County of Denver Colorado, COP, Colorado Convention Center Expansion Project, Series A, 4.00%, 06/01/48		1,725		1,730,486
Colorado Health Facilities Authority, RB, Adventist Health System/Sunbelt Obligated Group, Series A, 4.00%, 11/15/46		1,485		1,513,690
Regional Transportation District, COP, Refunding, Series A, 5.38%, 06/01/20^(b)		1,885		1,891,145
Regional Transportation District, COP, Series A, 5.00%, 06/01/39		540		586,478

				5,721,799

Connecticut — 1.0%
Connecticut Housing Finance Authority, Refunding RB, S/F Housing:
Sub-Series A-1, 3.85%, 11/15/43		520		532,090
Sub-Series E-1 (Ginnie Mae, Fannie Mae & Freddie Mac), 4.00%, 05/15/36		1,060		1,152,464
Series A-1, 3.80%, 11/15/39		635		654,920
Connecticut State Health & Educational Facilities Authority, RB, Mary Wade Home Issue, Series A-1, 5.00%, 10/01/54^(a)		355		293,649
Connecticut State Health & Educational Facilities Authority, Refunding RB, University of Hartford Issue:
4.00%, 07/01/39		395		390,998
4.00%, 07/01/49		735		700,521
State of Connecticut, GO, Series C, 5.00%, 06/15/32		840		974,459

				4,699,101

District of Columbia — 0.3%
Metropolitan Washington Airports Authority Dulles Toll Road Revenue, Refunding RB, Subordinate, Dulles Metrorail and Capital Improvement Projects, Series B, 4.00%, 10/01/49		1,350		1,277,910


Florida — 11.2%
County of Brevard Florida Health Facilities Authority, Refunding RB, Health First, Inc. Project, 5.00%, 04/01/39		2,175		2,276,616


SCHEDULES OF INVESTMENTS			19

Schedule of Investments (continued)

April 30, 2020

BlackRock MuniYield Quality Fund, Inc. (MQY)

(Percentages shown are based on Net Assets)


Security	Par (000)		Value

Florida (continued)
County of Lee Florida, Refunding ARB, Series A, AMT:
5.63%, 10/01/26	$	1,280	$	1,335,155
5.38%, 10/01/32		1,700		1,762,407
County of Miami-Dade Florida, RB, Seaport Department:
Series A, 6.00%, 10/01/38		2,755		3,073,864
Series B, AMT, 6.00%, 10/01/30		870		969,902
Series B, AMT, 6.25%, 10/01/38		560		624,506
Series B, AMT, 6.00%, 10/01/42		895		991,553
County of Miami-Dade Florida, Refunding ARB, Series A, AMT, 5.00%, 10/01/38		655		709,208
County of Miami-Dade Florida Aviation, Refunding ARB, AMT, 5.00%, 10/01/34		260		280,436
County of Miami-Dade Florida Aviation Revenue, Refunding ARB, Series A, AMT, 5.00%, 10/01/22^(b)		3,550		3,876,458
County of Miami-Dade Florida Educational Facilities Authority, RB, University of Miami, Series A, 5.00%, 04/01/40		3,600		3,822,840
County of Orange Florida Health Facilities Authority, Refunding RB, Presbyterian Retirement Communities Project:
5.00%, 08/01/41		765		766,912
5.00%, 08/01/47		2,225		2,179,232
County of Orange HFA, RB, S/F Housing, Multi-County Program, Series A (Ginnie Mae, Fannie Mae & Freddie Mac), 3.75%, 09/01/47		655		688,150
County of Osceola FL Transportation Revenue, Refunding RB, Series A-2^(c):
0.00%, 10/01/41		775		322,687
0.00%, 10/01/42		1,035		413,131
0.00%, 10/01/43		945		361,179
0.00%, 10/01/44		965		353,489
0.00%, 10/01/45		810		284,164
County of Palm Beach Florida Solid Waste Authority, Refunding RB, Series B:
5.00%, 10/01/21^(b)		45		47,587
5.00%, 10/01/31		2,780		2,921,335
County of Putnam Florida Development Authority, Refunding RB, Seminole Project, Series A, 5.00%, 03/15/42		2,390		2,797,017
Florida Development Finance Corp., RB, Waste Pro USA, Inc. Project, AMT^(a):
5.00%, 05/01/29		740		727,879
5.00%, 08/01/29^(e)		290		289,867
Florida Housing Finance Corp., RB, S/F Housing, Series 1 (Ginnie Mae, Fannie Mae & Freddie Mac), 3.75%, 07/01/42		1,575		1,650,899
Florida Ports Financing Commission, Refunding RB, State Transportation Trust Fund, Series B, AMT:
5.13%, 06/01/27		1,395		1,445,806
5.38%, 10/01/29		1,900		2,004,025
Greater Orlando Aviation Authority, RB, Priority Subordinated, AMT:
Series A, 5.00%, 10/01/47		4,785		5,176,652
Sub-Series A, 5.00%, 10/01/52		2,050		2,197,620
Lakewood Ranch Stewardship District, Special Assessment Bonds, S/F Housing, Stewardship District:
4.00%, 05/01/40		365		316,305
4.00%, 05/01/50		605		541,336
Reedy Creek Improvement District, GO, Series A, 5.25%, 06/01/23^(b)		1,620		1,829,450
State of Florida, GO, Department of Transportation, Right-of-Way Acquisition and Bridge Construction Bonds, 4.00%, 07/01/39		2,840		3,179,664
Storey Creek Community Development District, Special Assessment Bonds, Assessment Area One Project:
4.00%, 12/15/39		415		372,234
4.13%, 12/15/49		350		318,091

				50,907,656


Security	Par (000)		Value

Georgia — 1.4%
County of Gainesville Georgia & Hall Hospital Authority, Refunding RB, Northeast Georgia Health System, Inc. Project, Series A (GTD), 5.50%, 08/15/54	$	680	$	743,233
County of LaGrange-Troup Hospital Authority, Refunding RB, Revenue Anticipation Certificates, 4.00%, 04/01/47		1,730		1,735,571
Main Street Natural Gas, Inc., RB, Series A, 5.00%, 05/15/43		935		1,000,553
Municipal Electric Authority of Georgia, RB, Plant Vogtle Units 3 & 4 Project:
4.00%, 01/01/49		725		697,544
5.00%, 01/01/56		985		1,038,968
Private Colleges & Universities Authority, RB, Savannah College of Art & Design:
5.00%, 04/01/33		190		206,253
5.00%, 04/01/44		855		885,412

				6,307,534

Illinois — 11.4%
Chicago Board of Education, GO, Refunding, Series A:
CAB, 0.00%, 12/01/25^(c)		340		271,221
5.00%, 12/01/29		900		904,617
5.00%, 12/01/30		1,080		1,079,946
City of Chicago Illinois, Refunding ARB, Senior Lien, Series B, 5.00%, 01/01/41		3,800		4,133,678
City of Chicago Illinois, Refunding GARB, O'Hare International Airport, Passenger Facility Charge, Series B, AMT, 5.00%, 01/01/31		2,500		2,570,550
City of Chicago Illinois Midway International Airport, Refunding ARB, 2nd Lien, Series A, AMT, 5.00%, 01/01/34		1,475		1,550,343
City of Chicago Illinois O'Hare International Airport, GARB:
3rd Lien, Series A, 5.75%, 01/01/39		885		902,992
Senior Lien, Series D, 5.25%, 01/01/42		3,985		4,447,898
City of Chicago Illinois O'Hare International Airport, Refunding GARB, Senior Lien, Series C, AMT, 5.38%, 01/01/39		4,090		4,304,929
City of Chicago Illinois Transit Authority, RB:
5.25%, 12/01/49		710		760,566
Sales Tax Receipts, 5.25%, 12/01/36		840		885,226
County of Cook Illinois Forest Preserve District, GO, Refunding, Limited Tax Project, Series B, 5.00%, 12/15/37		280		299,516
Illinois Finance Authority, RB, Carle Foundation, Series A, 5.75%, 08/15/34		850		889,636
Illinois Finance Authority, Refunding RB:
Silver Cross Hospital & Medical Centers, Series C, 4.13%, 08/15/37		1,690		1,692,282
Silver Cross Hospital & Medical Centers, Series C, 5.00%, 08/15/44		470		485,519
University of Chicago Medical Center, Series B, 4.00%, 08/15/41		1,100		1,141,558
Illinois Housing Development Authority, RB, S/F Housing, Series A, 4.13%, 10/01/38		1,875		2,045,812
Metropolitan Pier & Exposition Authority, RB:
(NPFGC), 0.00%, 06/15/30^(c)(f)		800		636,416
(NPFGC), 0.00%, 06/15/30^(c)		14,205		9,740,795
McCormick Place Expansion Project Bonds, Series A, 5.00%, 06/15/57		1,030		917,236
Metropolitan Pier & Exposition Authority, Refunding RB, McCormick Place Expansion Project:
CAB, Series B (AGM), 0.00%, 06/15/44^(c)		4,625		1,564,684
4.00%, 06/15/50		790		657,841
Railsplitter Tobacco Settlement Authority, RB, 6.00%, 06/01/21^(b)		900		949,761
Regional Transportation Authority, RB, Series B (NPFGC), 5.75%, 06/01/33		3,200		4,215,328


20		2020 BLACKROCK ANNUAL REPORT TO SHAREHOLDERS

Schedule of Investments (continued)

April 30, 2020

BlackRock MuniYield Quality Fund, Inc. (MQY)

(Percentages shown are based on Net Assets)


Security	Par (000)		Value

Illinois (continued)
State of Illinois, GO:
5.25%, 02/01/33	$	1,140	$	1,086,260
5.50%, 07/01/33		1,100		1,070,047
5.25%, 02/01/34		1,140		1,073,743
5.50%, 07/01/38		1,840		1,738,009

				52,016,409

Indiana — 0.7%
Indiana Finance Authority, RB, Series A:
CWA Authority Project, 1st Lien, 5.25%, 10/01/38		1,400		1,473,934
Private Activity Bond, Ohio River Bridges East End Crossing Project, AMT, 5.00%, 07/01/44		690		706,167
State of Indiana Finance Authority, RB, Private Activity Bond, Ohio River Bridges, Series A, AMT, 5.00%, 07/01/40		1,190		1,221,190

				3,401,291

Louisiana — 2.5%
City of New Orleans Louisiana Aviation Board, ARB, Series B, AMT, 5.00%, 01/01/40		2,260		2,422,381
Jefferson Sales Tax District, RB, Series B (AGM):
5.00%, 12/01/34		330		393,832
5.00%, 12/01/35		440		523,886
5.00%, 12/01/36		395		470,066
5.00%, 12/01/37		495		588,802
Louisiana Local Government Environmental Facilities & Community Development Authority, RB:
East Baton Rouge Sewerage Commission Projects, Series A, 5.00%, 02/01/44		4,015		4,403,411
Westlake Chemical Corp., Series A-2, 6.50%, 11/01/35		570		577,165
Louisiana Public Facilities Authority, Refunding RB, Ochsner Clinic Foundation Project, 5.00%, 05/15/46		1,900		2,015,729

				11,395,272

Maine — 0.6%
State of Maine Housing Authority, RB:
M/F Housing, Series E, 4.15%, 11/15/38		1,305		1,405,537
M/F Housing, Series E, 4.25%, 11/15/43		975		1,049,685
S/F Housing, Mortgage Purchase Bonds, Series B, 3.35%, 11/15/44		265		263,447

				2,718,669

Maryland — 1.1%
City of Baltimore Maryland, Refunding, Tax Allocation Bonds, Senior Lien, Harbor Point Project, Series A^(a):
3.50%, 06/01/39		650		508,651
3.63%, 06/01/46		355		260,226
Maryland Community Development Administration, Refunding RB, S/F Housing, Series A, 4.10%, 09/01/38		1,580		1,682,210
Maryland Health & Higher Educational Facilities Authority, RB, Medstar Health Issue, Series A, 5.00%, 05/15/42		2,170		2,336,960

				4,788,047

Massachusetts — 2.9%
Massachusetts Development Finance Agency, RB, Emerson College Issue, Series A, 5.00%, 01/01/47		2,855		2,976,737
Massachusetts Development Finance Agency, Refunding RB, Partners Health Care System, 4.00%, 07/01/41		4,450		4,670,765
Massachusetts HFA, RB, M/F Housing, Series A, 3.85%, 06/01/46		75		77,579
Massachusetts HFA, Refunding RB, AMT:
Series A, 4.45%, 12/01/42		1,055		1,088,823
Series C, 5.00%, 12/01/30		810		812,430
Series C, 5.35%, 12/01/42		415		415,498
Massachusetts School Building Authority, RB:
Dedicated Sales Tax, Senior Series A, 5.00%, 05/15/43		1,720		1,894,563
Sub-Series B, 4.00%, 02/15/43		1,025		1,077,870

				13,014,265


Security	Par (000)		Value

Michigan — 5.0%
City of Detroit Michigan Water Supply System Revenue, RB, Senior Lien, Series A, 5.25%, 07/01/41	$	1,000	$	1,034,950
Eastern Michigan University, RB, Series A (AGM), 4.00%, 03/01/44		840		918,674
Michigan Finance Authority, Refunding RB:
Henry Ford Health System, 4.00%, 11/15/46		1,600		1,537,392
Trinity Health Credit Group, 5.00%, 12/01/21^(b)		25		26,610
Trinity Health Credit Group, Series A, 4.00%, 12/01/40		4,055		4,223,566
Michigan State Housing Development Authority, RB, Series B, 2.95%, 12/01/39		675		671,443
Michigan State University, Refunding RB, Board of Trustees, Series B, 5.00%, 02/15/48		865		1,024,307
Michigan Strategic Fund, RB, I-75 Improvement Project, AMT, 5.00%, 12/31/43		2,235		2,252,657
Royal Oak Hospital Finance Authority Michigan, Refunding RB, Beaumont Health Credit Group, Series D, 5.00%, 09/01/39		1,470		1,573,973
State of Michigan Building Authority, Refunding RB, Facilities Program:
Series I-A, 5.38%, 10/15/36		1,200		1,267,776
Series I-A, 5.38%, 10/15/41		1,000		1,053,960
Series II-A (AGM), 5.25%, 10/15/36		4,270		4,492,979
State of Michigan Housing Development Authority, RB, S/F Housing, Series C, 4.13%, 12/01/38		2,010		2,159,444
Western Michigan University, Refunding RB, General, University and College Improvements (AGM), 5.00%, 11/15/39		520		571,376

				22,809,107

Nebraska — 0.2%
Central Plains Nebraska Energy Project, RB, Gas Project No. 3, 5.25%, 09/01/37		1,000		1,064,560


New Hampshire — 0.5%
New Hampshire Housing Finance Authority, RB, M/F Housing, Cimarron, Whittier Falls & Marshall (FHA), 4.00%, 07/01/52		2,200		2,280,718


New Jersey — 9.3%
New Jersey EDA, RB:
Goethals Bridge Replacement Project, AMT, Private Activity Bond, 5.38%, 01/01/43		1,220		1,240,386
Goethals Bridge Replacement Project, AMT, Private Activity Bond, 5.13%, 01/01/34		935		965,790
Series WW, 5.25%, 06/15/25^(b)		25		30,306
Series WW, 5.25%, 06/15/33		215		218,234
Series WW, 5.00%, 06/15/34		280		280,328
Series WW, 5.00%, 06/15/36		1,280		1,268,646
Series WW, 5.25%, 06/15/40		465		466,162
New Jersey EDA, Refunding RB, Sub-Series A, 4.00%, 07/01/32		470		452,079
New Jersey Higher Education Student Assistance Authority, Refunding RB, AMT:
Series 1, 5.50%, 12/01/25		300		314,205
Series 1, 5.75%, 12/01/27		145		152,305
Series 1, 5.75%, 12/01/28		160		167,995
Series 1, 5.88%, 12/01/33		1,980		2,075,872
Series B, 3.25%, 12/01/39		3,290		3,242,427
Sub-Series C, 3.63%, 12/01/49		1,000		908,780
New Jersey Housing & Mortgage Finance Agency, Refunding RB, M/F Housing, Series 2, AMT, 4.35%, 11/01/33		1,225		1,262,975
New Jersey Transportation Trust Fund Authority, RB:
Transportation Program, Series AA, 5.25%, 06/15/33		2,035		2,057,405
Transportation Program, Series AA, 5.00%, 06/15/38		2,440		2,392,615
Transportation System, CAB, Series A, 0.00%, 12/15/29^(c)		7,530		4,969,273


SCHEDULES OF INVESTMENTS			21

Schedule of Investments (continued)

April 30, 2020

BlackRock MuniYield Quality Fund, Inc. (MQY)

(Percentages shown are based on Net Assets)


Security	Par (000)		Value

New Jersey (continued)
Transportation System, Series A, 5.50%, 06/15/21^(b)	$	1,605	$	1,693,131
Transportation System, Series A (NPFGC), 5.75%, 06/15/25		2,000		2,198,840
Transportation System, Series AA, 5.50%, 06/15/39		3,565		3,608,386
Transportation System, Series B, 5.00%, 06/15/21^(b)		725		759,756
Transportation System, Series B, 5.50%, 06/15/31		2,750		2,771,010
Transportation System, Series D, 5.00%, 06/15/32		875		880,171
Tobacco Settlement Financing Corp., Refunding RB:
Series A, 5.00%, 06/01/34		1,260		1,418,659
Series A, 5.00%, 06/01/36		1,855		2,064,021
Series A, 4.00%, 06/01/37		1,150		1,182,821
Sub-Series B, 5.00%, 06/01/46		3,105		3,121,519

				42,164,097

New Mexico — 0.2%
City of Santa Fe New Mexico, RB, EL Castillo Retirement Residences Project, Series A, 5.00%, 05/15/49		270		224,602
New Mexico Hospital Equipment Loan Council, Refunding RB, Presbyterian Healthcare Services, 5.00%, 08/01/44		500		538,085

				762,687

New York — 4.2%
City of New York Transitional Finance Authority, RB, Series S-3, 4.00%, 07/15/46		1,550		1,676,434
City of New York Transitional Finance Authority, Refunding RB, Future Tax Secured, Series B, 5.00%, 11/01/32		5,520		5,972,916
Hudson Yards Infrastructure Corp., RB, Senior, Fiscal 2012:
5.75%, 02/15/21^(b)		615		638,948
5.75%, 02/15/47		385		396,277
Metropolitan Transportation Authority, Refunding RB, Series C-1, 5.00%, 11/15/56		2,050		2,095,674
New York Liberty Development Corp., Refunding RB, 3 World Trade Center Project, Class 1, 5.00%, 11/15/44^(a)		1,480		1,364,101
New York Transportation Development Corp., ARB, LaGuardia Airport Terminal B Redevelopment Project, Series A, AMT, 5.25%, 01/01/50		2,855		2,910,672
Port Authority of New York & New Jersey, Refunding ARB, AMT:
Consolidated, 186th Series, 5.00%, 10/15/36		850		922,658
Consolidated,186th Series, 5.00%, 10/15/44		1,690		1,803,974
Series 207, 4.00%, 09/15/43		630		646,556
State of New York HFA, RB, M/F Housing, Green Bond, Series B (SONYMA), 3.88%, 11/01/48		230		240,529
State of New York Power Authority, Refunding RB, Series A, 4.00%, 11/15/60^(g)		610		643,190

				19,311,929

North Carolina — 0.1%
North Carolina Turnpike Authority, RB, Senior Lien, Triangle Express Way System:
4.00%, 01/01/55		270		241,672
(AGM), 4.00%, 01/01/55		215		219,551

				461,223

Ohio — 2.1%
Buckeye Tobacco Settlement Financing Authority, Refunding RB, Senior, Class 2, Series B-2, 5.00%, 06/01/55		5,725		5,064,793
County of Butler Ohio, Refunding RB, UC Health, 4.00%, 11/15/37		635		644,277
County of Lucas Ohio, Refunding RB, Promedica Healthcare, Series A, 6.50%, 11/15/21^(b)		725		787,510
Ohio Housing Finance Agency, RB, S/F Housing, Series A (Ginnie Mae, Fannie Mae & Freddie Mac), 4.00%, 09/01/48		425		440,079


Security	Par (000)		Value

Ohio (continued)
State of Ohio Turnpike Commission, RB, Junior Lien, Infrastructure Projects, Series A-1:
5.25%, 02/15/32	$	950	$	1,029,933
5.25%, 02/15/33		1,325		1,436,790

				9,403,382

Oklahoma — 0.2%
City of Oklahoma Turnpike Authority, RB, Series A, 4.00%, 01/01/48		760		822,001


Oregon — 0.4%
County of Clackamas Community College District, GO, Convertible Deferred Interest Bonds, Series A, 5.00%, 06/15/39^(d)		605		705,654
County of Clackamas Oregon School District No. 12 North Clackamas, GO, CAB, Series A, 0.00%, 06/15/38^(c)		1,360		687,725
State of Oregon Housing & Community Services Department, RB, S/F Housing, Mortgage Program, Series C, 3.95%, 07/01/43		575		600,771

				1,994,150

Pennsylvania — 10.4%
City of Philadelphia Pennsylvania Airport Revenue, Refunding ARB, Series B, AMT, 5.00%, 07/01/47		2,210		2,323,727
Commonwealth Financing Authority, RB, Tobacco Master Settlement Payment (AGM), 4.00%, 06/01/39		1,445		1,520,342
County of Montgomery Higher Education & Health Authority, Refunding RB, Thomas Jefferson University, Series A, 4.00%, 09/01/49		1,310		1,317,926
Pennsylvania Economic Development Financing Authority, RB:
AMT, 5.00%, 06/30/42		1,420		1,430,309
Pennsylvania Bridge Finco LP, AMT, 5.00%, 12/31/34		3,420		3,472,907
Pennsylvania Rapid Bridge Replacement, 5.00%, 12/31/38		11,890		12,026,973
Series A-1, 4.00%, 04/15/50		1,355		1,373,387
Pennsylvania Economic Development Financing Authority, Refunding RB, Series A, 4.00%, 11/15/42		1,305		1,326,024
Pennsylvania Higher Education Assistance Agency, RB, AMT, Series B, 3.00%, 06/01/47		270		225,871
Pennsylvania Higher Educational Facilities Authority, Refunding RB, Thomas Jefferson University, Series A, 5.25%, 09/01/50		4,575		4,874,845
Pennsylvania Housing Finance Agency, RB, S/F Housing:
Series 127-B, 3.88%, 10/01/38		1,210		1,281,814
Series 128B, 3.85%, 04/01/38		2,680		2,855,245
Pennsylvania Turnpike Commission, RB:
Series A, 5.00%, 12/01/38		860		931,741
Series A-1, 5.00%, 12/01/41		1,125		1,248,953
Series B, 5.00%, 12/01/40		440		482,742
Series C, 5.50%, 12/01/23^(b)		760		880,772
Series C, 5.00%, 12/01/39		1,500		1,614,525
Sub-Series A-1, 5.00%, 12/01/41		2,725		2,944,144
Pennsylvania Turnpike Commission, Refunding RB:
Motor Licensed Fund Enhancement, Third Series, 4.00%, 12/01/38		2,845		3,014,448
Series A-1, 5.00%, 12/01/40		1,040		1,132,643
Philadelphia School District, GO, Refunding, Series F, 5.00%, 09/01/38		425		482,358
State Public School Building Authority, RB, The School District of Philadelphia Project, 5.00%, 04/01/22^(b)		500		539,190

				47,300,886


22		2020 BLACKROCK ANNUAL REPORT TO SHAREHOLDERS

Schedule of Investments (continued)

April 30, 2020

BlackRock MuniYield Quality Fund, Inc. (MQY)

(Percentages shown are based on Net Assets)


Security	Par (000)		Value

Puerto Rico — 3.5%
Puerto Rico Sales Tax Financing Corp. Sales Tax Revenue, RB, Restructured:
CAB, Series A-1, 0.00%, 07/01/46^(c)	$	2,870	$	659,985
Series A-1, 5.00%, 07/01/58		5,062		4,728,009
Series A-2, 4.33%, 07/01/40		9,843		8,790,783
Series A-2, 4.78%, 07/01/58		400		360,076
Series B-1, 4.75%, 07/01/53		649		584,931
Series B-2, 4.78%, 07/01/58		629		560,741

				15,684,525

Rhode Island — 1.9%
Rhode Island Housing & Mortgage Finance Corp., RB, M/F Housing, Multi Family Development Bond, Series 1B, 3.90%, 10/01/37		550		561,347
Rhode Island Turnpike & Bridge Authority, Refunding RB, Series A, 5.00%, 10/01/40		640		722,579
Tobacco Settlement Financing Corp., Refunding RB, Series B, 4.50%, 06/01/45		7,180		7,318,933

				8,602,859

South Carolina — 7.6%
County of Berkeley South Carolina, Special Assessment Bonds, Nexton Improvement District Assessment:
4.25%, 11/01/40		485		378,349
4.38%, 11/01/49		715		526,126
County of Charleston South Carolina Airport District, ARB, Series A, AMT:
5.50%, 07/01/38		1,500		1,619,835
5.50%, 07/01/41		2,725		2,917,985
South Carolina Jobs EDA, RB, McLeod Health Obligated Group, 5.00%, 11/01/48		3,090		3,462,870
South Carolina Jobs EDA, Refunding RB, Series A:
Palmetto Health (AGM), 6.50%, 08/01/21^(b)		320		342,304
Prisma Health Obligated Group, 5.00%, 05/01/38		3,395		3,704,556
South Carolina Jobs-Economic Development Authority, RB, Hilton Head Christian Academy, 5.00%, 01/01/55^(a)		1,315		1,022,150
State of South Carolina Ports Authority, ARB, AMT, 5.00%, 07/01/55		1,970		2,138,159
State of South Carolina Ports Authority, RB, AMT, 5.25%, 07/01/25^(b)		3,160		3,766,467
State of South Carolina Public Service Authority, RB:
Santee Cooper, Series A, 5.50%, 12/01/54		9,985		10,538,568
Series E, 5.50%, 12/01/53		985		1,035,294
State of South Carolina Public Service Authority, Refunding RB, Santee Cooper, Series B, 5.00%, 12/01/38		2,850		2,993,155

				34,445,818

South Dakota — 0.4%
South Dakota Health & Educational Facilities Authority, Refunding RB, Avera Health Issue, 4.00%, 07/01/37		1,690		1,776,494


Tennessee — 0.6%
Greeneville Health & Educational Facilities Board, Refunding RB, Ballad Health Obligation Group, Series A, 4.00%, 07/01/40		1,130		1,088,393
Metropolitan Government of Nashville & Davidson County Health & Educational Facilities Board, RB, Vanderbilt University Medical Center, Series A, 5.00%, 07/01/46		1,700		1,829,421

				2,917,814

Texas — 10.9%
Brazos Higher Education Authority, Inc., RB, Subordinate, Student Loan Program, Series 1B (AMT), 3.00%, 04/01/40		180		152,312
Central Texas Turnpike System, RB, Series C, 5.00%, 08/15/37		1,895		1,938,149


Security	Par (000)		Value

Texas (continued)
Central Texas Turnpike System, Refunding RB, Central Texas Turnpike System, 1st Tier, Series A, 5.00%, 08/15/22^(b)	$	2,330	$	2,545,292
City of Houston Texas Airport System, Refunding ARB, Special Facilities, Continental Airlines, Inc., Series A, AMT, 6.63%, 07/15/38		625		631,713
City of San Antonio Texas Electric & Gas Revenue, RB, Junior Lien, 5.00%, 02/01/38		760		829,570
County of Midland Texas Fresh Water Supply District No. 1, RB, CAB, City of Midland Project, Series A, 0.00%, 09/15/36^(c)		2,870		1,524,860
County of Tarrant Texas Cultural Education Facilities Finance Corp., Refunding RB, Cook Children's Medical Center, 5.25%, 12/01/39		1,100		1,214,829
Dallas Texas Area Rapid Transit, Refunding RB, Series A, 5.00%, 12/01/48		4,340		4,859,845
Dallas-Fort Worth International Airport, ARB, Joint Improvement, Series D, AMT:
5.00%, 11/01/38		8,550		8,792,221
5.00%, 11/01/42		1,500		1,521,330
Dallas-Fort Worth International Airport, Refunding ARB, Series F, 5.25%, 11/01/33		1,325		1,438,023
Leander ISD, GO, Refunding, CAB, Series D (PSF-GTD), 0.00%, 08/15/38^(c)		4,665		2,183,873
North Texas Tollway Authority, Refunding RB:
4.25%, 01/01/49		1,675		1,811,311
1st Tier-Series A, 5.00%, 01/01/43		570		652,040
Series B, 5.00%, 01/01/40		1,375		1,453,678
San Antonio Public Facilities Corp., Refunding RB, Convention Center Refinancing & Expansion Project, CAB^(c):
0.00%, 09/15/35		3,180		1,613,532
0.00%, 09/15/36		6,015		2,890,809
0.00%, 09/15/37		4,305		1,934,667
Texas City Industrial Development Corp., RB, NRG Energy Project, 4.13%, 12/01/45		400		402,412
Texas Department of Housing & Community Affairs, RB, S/F Housing Mortgage, Series A (Ginnie Mae), 4.25%, 09/01/43		535		571,760
Texas Municipal Gas Acquisition & Supply Corp. III, RB, Natural Gas Utility Improvements:
5.00%, 12/15/31		1,600		1,662,048
5.00%, 12/15/32		3,620		3,748,981
Texas Private Activity Bond Surface Transportation Corp., RB, Senior Lien, AMT, Blueridge Transportation Group, 5.00%, 12/31/45		1,745		1,666,039
University of Texas System, Refunding RB, Series A, 3.50%, 08/15/50		2,690		3,346,629

				49,385,923

Utah — 0.8%
Salt Lake City Corp. Airport Revenue, ARB, Series A, AMT:
5.00%, 07/01/42		1,700		1,868,742
5.00%, 07/01/48		610		671,378
Utah Charter School Finance Authority, RB, Wallace Stegner Academy Project, Series A, 5.00%, 06/15/49^(a)		285		236,140
Utah Housing Corp., RB, S/F Housing, Class III, Series D-2 (FHA), 4.00%, 01/01/36		790		856,470

				3,632,730

Washington — 2.8%
County of Snohomish Washington Housing Authority, Refunding RB, 4.00%, 04/01/44		655		699,763
Port of Seattle Washington, ARB, Series A, AMT, 5.00%, 05/01/43		2,690		2,916,686
Port of Seattle Washington, RB, Intermediate Lien, Series C, AMT, 5.00%, 04/01/40		1,380		1,463,462


SCHEDULES OF INVESTMENTS			23

Schedule of Investments (continued)

April 30, 2020

BlackRock MuniYield Quality Fund, Inc. (MQY)

(Percentages shown are based on Net Assets)


Security	Par (000)		Value

Washington (continued)
Washington Health Care Facilities Authority, RB:
MultiCare Health System, Remarketing, Series B, 5.00%, 08/15/44	$	4,000	$	4,193,120
Providence Health & Services, 4.00%, 10/01/45		965		994,500
Seattle Children's Hospital, Series A, 5.00%, 10/01/45		1,785		1,958,413
Washington State Housing Finance Commission, RB, Transforming Age Project, Series A, 5.00%, 01/01/55^(a)		760		603,273

				12,829,217

West Virginia — 0.3%
West Virginia Hospital Finance Authority, RB, Improvement, West Virginia University Health System Obligated Group, Series A, 4.00%, 06/01/51		1,255		1,280,891


Wisconsin — 1.3%
Public Finance Authority, RB, American Preparatory Academy — Las Vegas Project, Series A^(a):
5.00%, 07/15/39		145		123,407
5.00%, 07/15/49		550		441,034
5.00%, 07/15/54		260		204,284
Public Finance Authority, Refunding RB, Penick Village Obligation Group, 5.00%, 09/01/54^(a)		455		358,590
Wisconsin Housing & Economic Development Authority, RB, M/F Housing, Series A:
4.15%, 11/01/48		2,930		3,134,660
4.45%, 05/01/57		1,575		1,696,039


			5,958,014


Total Municipal Bonds — 116.3% (Cost — $502,388,699)				528,390,973


Municipal Bonds Transferred to Tender Option Bond Trusts — 49.7%^(h)

Arizona — 0.5%
County of Maricopa Industrial Development Authority, RB, Banner Health, Series A, 4.00%, 01/01/41		2,310		2,450,263


California — 1.8%
Bay Area Toll Authority, Refunding RB, San Francisco Bay Area Toll Bridge Subordinate, 4.00%, 04/01/47⁽ⁱ⁾		5,282		5,553,349
Los Angeles California Unified School District, GO, Election of 2008, Series B-1, 5.25%, 07/01/42⁽ⁱ⁾		2,158		2,559,134

				8,112,483

Colorado — 0.8%
City & County of Denver Colorado Airport System Revenue, Refunding ARB, Subordinate System, Series A, AMT, 5.25%, 12/01/48^(a)(i)		3,194		3,565,634


Connecticut — 0.5%
State of Connecticut Health & Educational Facility Authority, Refunding RB, Trinity Health Credit Group, 5.00%, 12/01/45		1,891		2,049,259


District of Columbia — 0.3%
District of Columbia Housing Finance Agency, RB, M/F Housing, Series B-2 (FHA), 4.10%, 09/01/39		1,411		1,532,982


Florida — 5.8%
County of Broward Florida Airport Facilities Revenue, ARB, Senior Bond, Series B, AMT, 4.00%, 09/01/49		3,140		3,133,312
County of Miami-Dade Florida Transit System, Refunding RB, Sales Tax, 5.00%, 07/01/42		2,390		2,502,091
County of Miami-Dade Florida Water & Sewer System, RB (AGM), 5.00%, 10/01/20^(b)		8,728		8,878,004
County of Seminole Florida, Refunding RB, Series B (NPFGC), 5.25%, 10/01/31		6,300		8,381,394
Greater Orlando Aviation Authority, ARB, Series A, AMT, 4.00%, 10/01/49^(a)(i)		3,228		3,274,427

				26,169,228


Security	Par (000)		Value

Georgia — 0.6%
Georgia Housing & Finance Authority, Refunding RB, S/F Mortgage Bonds, Series A, 3.70%, 06/01/49^(a)	$	2,771	$	2,845,377


Illinois — 3.3%
City of Chicago Illinois Waterworks, Refunding RB, 2017 2nd Lien, Water Revenue Project (AGM), 5.25%, 11/01/33		2,850		2,857,182
State of Illinois Toll Highway Authority, RB:
Series A, 5.00%, 01/01/38		2,878		3,053,754
Series A, 5.00%, 01/01/40		3,721		4,081,170
Series B, 5.00%, 01/01/40		1,409		1,560,988
Series C, 5.00%, 01/01/38		3,243		3,543,288

				15,096,382

Kansas — 1.8%
County of Wyandotte Kansas Unified School District, GO, Series A, 5.50%, 09/01/26^(b)		6,444		8,075,944


Louisiana — 0.5%
County of St. Louisiana Gasoline & Fuels Tax Revenue, Refunding RB, First Lien, Series A, 4.00%, 05/01/41		2,085		2,217,606


Maryland — 1.3%
City of Baltimore Maryland, RB, Wastewater Project, Series A, 5.00%, 07/01/46		1,485		1,689,104
City of Baltimore Maryland Water Utility Fund, RB, Sub-Water Projects, Series A, 5.00%, 07/01/41		3,845		4,422,557

				6,111,661

Massachusetts — 0.5%
Commonwealth of Massachusetts, GO, Series A, 5.00%, 03/01/46		2,022		2,233,913


Michigan — 4.0%
Michigan Finance Authority, RB, Series A:
Beaumont Health Credit Group, 5.00%, 11/01/44		2,701		2,919,436
McLaren Health Care, 4.00%, 02/15/50		3,975		4,097,867
Michigan Finance Authority, Refunding RB, Trinity Health Credit Group, 5.00%, 12/01/21^(b)		9,075		9,659,612
State of Michigan Building Authority, Refunding RB, Facilities Program, Series I, 5.00%, 10/15/45		1,180		1,336,515

				18,013,430

Nebraska — 0.7%
Nebraska Investment Finance Authority, RB, S/F Housing, Series A (Ginnie Mae, Fannie Mae & Freddie Mac), 3.70%, 03/01/47		2,901		3,040,513


Nevada — 2.3%
County of Clark Nevada, GOL, Stadium Improvement, Series A, 5.00%, 06/01/38		4,202		4,999,908
Las Vegas Valley Water District Nevada, GO, Refunding, Water Improvement, Series A, 5.00%, 06/01/46		4,720		5,295,604

				10,295,512

New Jersey — 2.3%
County of Hudson New Jersey Improvement Authority, RB, Hudson County Vocational-Technical Schools Project, 5.25%, 05/01/51		1,120		1,275,209
New Jersey State Turnpike Authority, Refunding RB:
Series B, 4.00%, 01/01/37		3,193		3,412,748
Series G, 4.00%, 01/01/43		2,957		3,127,939
New Jersey Transportation Trust Fund Authority, RB, Transportation System, Series B, 5.25%, 06/15/36		2,580		2,585,628

				10,401,524


New York — 10.0%
City of New York Housing Development Corp., Refunding RB, Sustainable Neighborhood Bonds, Series A, 4.15%, 11/01/38		2,990		3,196,011


24		2020 BLACKROCK ANNUAL REPORT TO SHAREHOLDERS

Schedule of Investments (continued)

April 30, 2020

BlackRock MuniYield Quality Fund, Inc. (MQY)

(Percentages shown are based on Net Assets)


Security	Par (000)		Value

New York (continued)
City of New York Transitional Finance Authority, BARB, Series S-1, 4.00%, 07/15/42⁽ⁱ⁾	$	2,280	$	2,336,749
City of New York Transitional Finance Authority, RB, Future Tax, Sub-Series A-3, 5.00%, 08/01/40⁽ⁱ⁾		4,228		4,849,722
City of New York Water & Sewer System, Refunding RB:
2nd General Resolution, Fiscal 2013, Series CC, 5.00%, 06/15/47		7,641		8,445,143
2nd General Resolution, Series FF, 5.00%, 06/15/39		4,050		4,606,146
Series DD, 5.00%, 06/15/35		2,280		2,575,032
Metropolitan Transportation Authority, RB, Transportation, Sub-Series D-1, 5.25%, 11/15/44		4,750		4,874,593
Port Authority of New York & New Jersey, RB, 169th Series, AMT, 5.00%, 10/15/34		10,830		11,260,492
Port Authority of New York & New Jersey, Refunding ARB, Consolidated, 198th Series, 5.25%, 11/15/56		3,081		3,445,755

				45,589,643

Ohio — 1.7%
Northeast Ohio Regional Sewer District, Refunding RB:
4.00%, 11/15/49⁽ⁱ⁾		3,210		3,411,620
4.00%, 11/15/43		4,007		4,444,365

				7,855,985

Pennsylvania — 2.2%
Commonwealth of Pennsylvania, GO, 1st Series, 4.00%, 03/01/36⁽ⁱ⁾		4,273		4,716,556
County of Westmoreland Pennsylvania Municipal Authority, Refunding RB, (BAM), 5.00%, 08/15/42		1,220		1,381,113
Pennsylvania Housing Finance Agency, RB, S/F Housing, Series 129, 3.40%, 10/01/49		2,096		2,099,769
Philadelphia Authority for Industrial Development, RB, Children's Hospital of Philadelphia Project, Series A, 4.00%, 07/01/44		1,678		1,733,878

				9,931,316

Rhode Island — 0.3%
Rhode Island Housing & Mortgage Finance Corp., Refunding RB, S/F Housing, Home Ownership Opportunity Bonds, Series 69-B (Ginnie Mae, Fannie Mae & Freddie Mac), 3.95%, 10/01/43		1,200		1,365,086


South Carolina — 0.6%
South Carolina Ports Authority, ARB, Series B, AMT, 4.00%, 07/01/49⁽ⁱ⁾		2,850		2,901,043


Texas — 5.1%
City of Houston Texas Community College, GO, Limited Tax, 4.00%, 02/15/43^(a)		2,010		2,096,711
County of Harris Texas Toll Road Authority, Refunding RB, Senior Lien, Series A, 5.00%, 08/15/43		1,679		1,985,577
County of Tarrant Texas Cultural Education Facilities Finance Corp., RB, Baylor Health Care System Project, Series A, 5.00%, 11/15/38		879		943,991
County of Tarrant Texas Cultural Education Facilities Finance Corp., Refunding RB, Texas Health Resources System, Series A, 5.00%, 02/15/41		4,720		5,347,052
Dallas-Fort Worth International Airport, ARB, Series H, AMT, 5.00%, 11/01/37⁽ⁱ⁾		4,501		4,633,583
Howe Independent School District, GO, School Building (PSF-GTD), 4.00%, 08/15/43		2,985		3,273,799
San Antonio Public Facilities Corp., Refunding RB, Convention Center Refinancing and Expansion Project, 4.00%, 09/15/42		2,564		2,662,298
Texas Department of Housing & Community Affairs, RB, S/F Housing, Series A (Ginnie Mae):
3.63%, 09/01/44		1,114		1,198,233
3.75%, 09/01/49		790		850,246

				22,991,490


Security	Par (000)		Value

Virginia — 0.8%
Hampton Roads Transportation Accountability Commission, RB, Transportation Fund, Senior Lien, Series A, 5.50%, 07/01/57	$	3,079	$	3,695,748


Washington — 1.8%
Metropolitan Washington Airports Authority, Refunding ARB, Series A, AMT, 5.00%, 10/01/30		3,400		3,635,008
Washington Health Care Facilities Authority, Refunding RB, Seattle Children's Hospital, Series B, 5.00%, 10/01/38		3,930		4,754,907

				8,389,915

Wisconsin — 0.2%
Wisconsin Health & Educational Facilities Authority, Refunding RB, Froedtert & Community Health, Inc., Obligated Group, Series A, 5.00%, 04/01/42		640		683,942


Total Municipal Bonds Transferred to Tender Option Bond Trusts — 49.7% (Cost — $217,525,739)				225,615,879


Total Long-Term Investments — 166.0% (Cost — $719,914,438)				754,006,852


	Shares

Short-Term Securities — 0.1%
BlackRock Liquidity Funds, MuniCash, Institutional Class, 0.15%^(j)(k)		649,780		649,910


Total Short-Term Securities — 0.1% (Cost — $649,910)				649,910


Total Investments — 166.1% (Cost — $720,564,348)				754,656,762

Other Assets Less Liabilities — 1.3%				6,027,867

Liability for TOB Trust Certificates, Including Interest Expense and Fees Payable — (28.6)%				(130,023,870	)

VRDP Shares, at Liquidation Value, Net of Deferred Offering Costs — (38.8)%				(176,384,521	)


Net Assets Applicable to Common Shares — 100.0%			$	454,276,238

^(a)	Security exempt from registration pursuant to Rule 144A under the Securities Act of 1933, as amended. These securities may be resold in transactions exempt from registration to qualified institutional investors.

^(b)	U.S. Government securities held in escrow, are used to pay interest on this security as well as to retire the bond in full at the date indicated, typically at a premium to par.

^(c)	Zero-coupon bond.

^(d)	Step-up bond that pays an initial coupon rate for the first period and then a higher coupon rate for the following periods. Rate as of period end.

^(e)	Variable or floating rate security, which interest rate adjusts periodically based on changes in current interest rates and prepayments on the underlying pool of assets. Rate shown is the rate in effect as of period end.

^(f)	Security is collateralized by municipal bonds or U.S. Treasury obligations.

^(g)	When-issued security.

^(h)	Represent bonds transferred to a TOB Trust in exchange of cash and residual certificates received by the Fund. These bonds serve as collateral in a secured borrowing. See Note 4 of the Notes to Financial Statements for details.

⁽ⁱ⁾

All or a portion of the security is subject to a recourse agreement. The aggregate maximum potential amount the Fund could ultimately be required to pay under the agreements, which expire between May 1, 2021 to October 1, 2027, is $24,274,284. See Note 4 of the Notes to Financial Statements for details.

^(j)	Annualized 7-day yield as of period end.


SCHEDULES OF INVESTMENTS			25

Schedule of Investments (continued)

April 30, 2020

BlackRock MuniYield Quality Fund, Inc. (MQY)

^(k)	Investments in issuers considered to be an affiliate/affiliates of the Fund during the year ended April 30, 2020 for purposes of Section 2(a)(3) of the Investment Company Act of 1940, as amended, were as follows:


Affiliated Issuer	Shares Held at 04/30/19		Shares Purchased			Shares Sold		Shares Held at 04/30/20		Value at 04/30/20		Income		Net Realized Gain (Loss)^(a)		Change in Unrealized Appreciation (Depreciation)
BlackRock Liquidity Funds, MuniCash, Institutional Class		487,772		162,008	^(b)		—		649,780	$	649,910	$	18,550	$	2,270	$	—

^(a)

Includes net capital gain distributions, if applicable.

^(b)

Represents net shares purchased (sold).

Derivative Financial Instruments Categorized by Risk Exposure

For the year ended April 30, 2020, the effect of derivative financial instruments in the Statements of Operations was as follows:


	Commodity Contracts		Credit Contracts		Equity Contracts		Foreign Currency Exchange Contracts		Interest Rate Contracts			Other Contracts		Total
Net Realized Gain (Loss) from:
Futures contracts	$	—	$	—	$	—	$	—	$	(8,497,404	)	$	—	$	(8,497,404	)

Net Change in Unrealized Appreciation (Depreciation) on:
Futures contracts	$	—	$	—	$	—	$	—	$	302,473		$	—	$	302,473

Average Quarterly Balances of Outstanding Derivative Financial Instruments:


Futures contracts:
Average notional value of contracts — short	$	29,603,842

For more information about the Fund's investment risks regarding derivative financial instruments, refer to the Notes to Financial Statements.

Fair Value Hierarchy as of Period End

Various inputs are used in determining the fair value of investments. For information about the Fund's policy regarding valuation of investments, refer to the Notes to Financial Statements.

The following tables summarize the Fund's investments categorized in the disclosure hierarchy:


	Level 1		Level 2		Level 3		Total
Assets:
Investments:
Long-Term Investments^(a)	$	—	$	754,006,852	$	—	$	754,006,852
Short-Term Securities		649,910		—		—		649,910

Total	$	649,910	$	754,006,852	$	—	$	754,656,762

^(a)

See above Schedule of Investments for values in each state or political subdivision.


	Level 1		Level 2			Level 3		Total
Liabilities:
Loan for TOB Trust Certificates	$	—	$	(2,375,000	)	$	—	$	(2,375,000	)
TOB Trust Certificates		—		(127,099,870	)		—		(127,099,870	)
VRDP Shares at Liquidation Value		—		(176,600,000	)		—		(176,600,000	)

	$	—	$	(306,074,870	)	$	—	$	(306,074,870	)

See notes to financial statements.


26		2020 BLACKROCK ANNUAL REPORT TO SHAREHOLDERS

Schedule of Investments

April 30, 2020

BlackRock MuniYield Quality Fund II, Inc. (MQT)

(Percentages shown are based on Net Assets)


Security	Par (000)		Value

Municipal Bonds — 117.6%

Alabama — 0.7%
City of Birmingham Alabama, GO, Convertible CAB, Series A1, 5.00%, 03/01/45	$	915	$	1,023,565
Homewood Educational Building Authority, Refunding RB, Educational Facilities, Samford University, Series A:
5.00%, 12/01/34		240		267,298
5.00%, 12/01/47		655		697,267

				1,988,130

Alaska — 0.3%
Alaska Industrial Development & Export Authority, RB, Providence Health Services, Series A, 5.50%, 10/01/41		850		887,825


Arizona — 2.0%
Arizona IDA, RB^(a):
Leman Academy of Excellence-East Tucson And Central Tucson Projects, Series A:
5.00%, 07/01/39		480		417,797
5.00%, 07/01/49		545		437,700
5.00%, 07/01/54		420		328,759
Odyssey Preparatory Academy Project, 5.00%, 07/01/54		545		440,932
City of Phoenix Arizona Civic Improvement Corp., Refunding RB, Senior Lien, AMT, 5.00%, 07/01/32		1,000		1,073,490
City of Phoenix Industrial Development Authority, RB, Imagine East Mesa Charter Schools Project, 5.00%, 07/01/39^(a)		500		445,155
County of Maricopa Arizona IDA, Refunding RB:
HonorHealth, Series A, 5.00%, 09/01/36		575		645,466
Legacy Traditional Schools Project^(a):
5.00%, 07/01/39		200		188,060
5.00%, 07/01/54		470		424,137
County of Pima Arizona IDA, Refunding RB, American Leadership Academy Project, 5.00%, 06/15/52^(a)		470		362,469
County of Pima IDA, RB, American Leadership Academy Project, 5.00%, 06/15/47^(a)		830		650,687
County of Pima IDA, Refunding RB, American Leadership Academy Project, 5.00%, 06/15/49^(a)		485		377,316

				5,791,968

Arkansas — 0.4%
Arkansas Development Finance Authority, RB, Big River Steel Project, AMT, 4.50%, 09/01/49^(a)		1,375		1,174,181


California — 8.4%
California Health Facilities Financing Authority, Refunding RB:
Kaiser Permanente, Sub-Series A-2, 5.00%, 11/01/47		1,140		1,585,660
St. Joseph Health System, Series A, 5.00%, 07/01/37		945		1,014,637
California Statewide Communities Development Authority, RB, Kaiser Permanente, Series A, 5.00%, 04/01/42		1,290		1,359,092
California Statewide Communities Development Authority, Refunding RB, John Muir Health, Series A, 4.00%, 12/01/53		865		884,307
City & County of San Francisco California Airports Commission, Refunding ARB, Series A, AMT, 5.00%, 05/01/49		705		789,156
City of San Jose California, Refunding ARB, Norman Y Mineta San Jose International Airport SJC, AMT:
Series A, 5.00%, 03/01/36		365		408,902
Series A, 5.00%, 03/01/37		400		448,372
Series A-1, 5.75%, 03/01/34		700		720,195
Golden State Tobacco Securitization Corp., Refunding RB, Series A-1, 3.50%, 06/01/36		1,310		1,279,975
Mount San Antonio Community College District, GO, Refunding, CAB, Election of 2008, Series A, 6.25%, 08/01/43^(b)		5,000		5,032,700


Security	Par (000)		Value

California (continued)
San Diego California Community College District, GO, CAB, Election of 2006^(c):
0.00%, 08/01/31	$	1,855	$	1,129,862
0.00%, 08/01/32		2,320		1,327,086
San Diego California Unified School District, GO, Election of 2008^(c):
CAB, Series C, 0.00%, 07/01/38		1,400		844,592
CAB, Series G, 0.00%, 01/01/24^(d)		580		317,359
CAB, Series G, 0.00%, 01/01/24^(d)		615		316,916
CAB, Series G, 0.00%, 01/01/24^(d)		920		446,494
CAB, Series G, 0.00%, 01/01/24^(d)		615		281,203
San Diego California Unified School District, GO, Refunding, CAB, Series R-1, 0.00%, 07/01/31^(c)		1,110		863,092
San Marcos Unified School District, GO, Election of 2010, Series A^(d):
5.00%, 08/01/21		600		632,274
5.00%, 08/01/21		490		516,602
State of California, GO, Various Purposes, 5.00%, 04/01/42		1,500		1,589,940
Yosemite Community College District, GO, CAB, Election of 2004, Series D^(c):
0.00%, 08/01/36		2,000		1,257,940
0.00%, 08/01/37		2,790		1,676,092

				24,722,448

Colorado — 3.2%
City & County of Denver Colorado, COP, Colorado Convention Center Expansion Project, Series A, 4.00%, 06/01/48		1,165		1,168,705
Colorado Health Facilities Authority, RB, Adventist Health System/Sunbelt Obligated Group, Series A, 4.00%, 11/15/46		945		963,257
Colorado Health Facilities Authority, Refunding RB, Commonspirit Health, Series A, 4.00%, 08/01/44		940		913,201
E-470 Public Highway Authority, Refunding RB, CAB, Series B (NPFGC), 0.00%, 09/01/32^(c)		5,500		2,773,265
Regional Transportation District, COP, Refunding, Series A,
5.38%, 06/01/20^(d)		1,000		1,003,260
5.00%, 06/01/39		2,500		2,715,175

				9,536,863

Connecticut — 1.0%
Connecticut Housing Finance Authority, Refunding RB, S/F Housing:
Sub-Series A-1, 3.85%, 11/15/43		370		378,602
Sub-Series E-1 (Ginnie Mae, Fannie Mae & Freddie Mac), 4.00%, 05/15/36		685		744,752
Series A-1, 3.80%, 11/15/39		415		428,019
Connecticut State Health & Educational Facilities Authority, Refunding RB, University of Hartford Issue:
4.00%, 07/01/39		255		252,417
4.00%, 07/01/49		475		452,718
State of Connecticut, GO, Series C, 5.00%, 06/15/32		545		632,238

				2,888,746

District of Columbia — 0.3%
Metropolitan Washington Airports Authority Dulles Toll Road Revenue, Refunding RB, Subordinate, Dulles Metrorail and Capital Improvement Projects, Series B, 4.00%, 10/01/49		875		828,275


Florida — 10.8%
County of Brevard Florida Health Facilities Authority, Refunding RB, Health First, Inc. Project, 5.00%, 04/01/39		1,420		1,486,342
County of Lee Florida, Refunding ARB, Series A, AMT:
5.63%, 10/01/26		825		860,549
5.38%, 10/01/32		1,100		1,140,381


SCHEDULES OF INVESTMENTS			27

Schedule of Investments (continued)

April 30, 2020

BlackRock MuniYield Quality Fund II, Inc. (MQT)

(Percentages shown are based on Net Assets)


Security	Par (000)		Value

Florida (continued)
County of Miami-Dade Florida, RB, Seaport Department:
Series A, 6.00%, 10/01/38	$	1,780	$	1,986,017
Series B, AMT, 6.00%, 10/01/30		570		635,453
Series B, AMT, 6.25%, 10/01/38		360		401,468
Series B, AMT, 6.00%, 10/01/42		580		642,570
County of Miami-Dade Florida, Refunding ARB, Series A, AMT, 5.00%, 10/01/38		425		460,173
County of Miami-Dade Florida Aviation, Refunding ARB, AMT, 5.00%, 10/01/34		160		172,576
County of Miami-Dade Florida Aviation Revenue, Refunding ARB, Series A, AMT, 5.00%, 10/01/22^(d)		1,730		1,889,091
County of Miami-Dade Florida Educational Facilities Authority, RB, University of Miami, Series A, 5.00%, 04/01/40		2,635		2,798,106
County of Orange Florida Health Facilities Authority, Refunding RB, Presbyterian Retirement Communities Project:
5.00%, 08/01/41		495		496,238
5.00%, 08/01/47		1,435		1,405,482
County of Orange HFA, RB, S/F Housing, Multi-County Program, Series A (Ginnie Mae, Fannie Mae & Freddie Mac), 3.75%, 09/01/47		420		441,256
County of Osceola FL Transportation Revenue, Refunding RB, Series A-2^(c):
0.00%, 10/01/41		505		210,267
0.00%, 10/01/42		675		269,433
0.00%, 10/01/43		615		235,053
0.00%, 10/01/44		625		228,944
0.00%, 10/01/45		525		184,181
County of Palm Beach Florida Solid Waste Authority, Refunding RB, Series B:
5.00%, 10/01/21^(d)		30		31,725
5.00%, 10/01/31		1,870		1,965,071
County of Putnam Florida Development Authority, Refunding RB, Seminole Project, Series A, 5.00%, 03/15/42		1,560		1,825,668
Florida Development Finance Corp., RB, Waste Pro USA, Inc. Project, AMT^(a):
5.00%, 05/01/29		480		472,138
5.00%, 08/01/29^(e)		185		184,915
Florida Ports Financing Commission, Refunding RB, State Transportation Trust Fund, Series B, AMT, 5.38%, 10/01/29		2,400		2,531,400
Greater Orlando Aviation Authority, ARB, Priority Sub-Series A, AMT, 5.00%, 10/01/37		660		734,936
Greater Orlando Aviation Authority, RB, Priority Subordinated, AMT:
Series A, 5.00%, 10/01/47		2,170		2,347,615
Sub-Series A, 5.00%, 10/01/52		1,330		1,425,773
Lakewood Ranch Stewardship District, Special Assessment Bonds, S/F Housing, Stewardship District:
4.00%, 05/01/40		235		203,649
4.00%, 05/01/50		395		353,434
Reedy Creek Improvement District, GO, Series A, 5.25%, 06/01/23^(d)		1,040		1,174,462
State of Florida, GO, Department of Transportation, Right-of-Way Acquisition and Bridge Construction Bonds, 4.00%, 07/01/39		1,840		2,060,064
Storey Creek Community Development District, Special Assessment Bonds, Assessment Area One Project, 4.13%, 12/15/49		500		454,415

				31,708,845

Georgia — 1.5%
County of Gainesville Georgia & Hall Hospital Authority, Refunding RB, Northeast Georgia Health System, Inc. Project, Series A (GTD), 5.50%, 08/15/54		440		480,916


Security	Par (000)		Value

Georgia (continued)
County of LaGrange-Troup Hospital Authority, Refunding RB, Revenue Anticipation Certificates, 4.00%, 04/01/47	$	1,110	$	1,113,574
Main Street Natural Gas, Inc., RB, Series A:
5.00%, 05/15/43		615		658,118
4.00%, 04/01/48^(e)		235		248,106
Municipal Electric Authority of Georgia, RB, Plant Vogtle Units 3 & 4 Project:
4.00%, 01/01/49		470		452,201
5.00%, 01/01/56		645		680,339
Private Colleges & Universities Authority, RB, Savannah College of Art & Design:
5.00%, 04/01/33		120		130,265
5.00%, 04/01/44		550		569,563

				4,333,082

Hawaii — 0.4%
State of Hawaii Airports System, ARB, Series A, AMT, 5.00%, 07/01/45		1,150		1,221,036


Illinois — 9.3%
Chicago Board of Education, GO, Refunding, Series A:
CAB, 0.00%, 12/01/25^(c)		225		179,485
5.00%, 12/01/29		590		593,027
5.00%, 12/01/30		705		704,965
City of Chicago Illinois Midway International Airport, Refunding ARB, 2nd Lien, Series A, AMT, 5.00%, 01/01/34		505		530,795
City of Chicago Illinois O’Hare International Airport, GARB:
3rd Lien, Series A, 5.75%, 01/01/39		320		326,506
Senior Lien, Series D, 5.25%, 01/01/42		2,585		2,885,273
City of Chicago Illinois O’Hare International Airport, Refunding GARB, Senior Lien, Series C, AMT, 5.38%, 01/01/39		3,235		3,404,999
City of Chicago Illinois Transit Authority, RB, Sales Tax Receipts, 5.25%, 12/01/36		515		542,727
Illinois Finance Authority, RB, Carle Foundation, Series A, 5.75%, 08/15/34		400		418,652
Illinois Finance Authority, Refunding RB, Silver Cross Hospital & Medical Centers, Series C:
4.13%, 08/15/37		665		665,898
5.00%, 08/15/44		305		315,071
Illinois Housing Development Authority, RB, S/F Housing, Series A, 4.13%, 10/01/38		1,220		1,331,142
Illinois State Toll Highway Authority, RB, Series B, 5.00%, 01/01/37		2,465		2,736,766
Metropolitan Pier & Exposition Authority, RB:
CAB, McCormick Place Expansion Project (NPFGC), 0.00%, 12/15/36^(c)		10,000		4,863,700
McCormick Place Expansion Project Bonds, Series A, 5.00%, 06/15/57		670		596,648
Metropolitan Pier & Exposition Authority, Refunding RB, McCormick Place Expansion Project:
CAB, Series B (AGM), 0.00%, 06/15/44^(c)		2,980		1,008,164
4.00%, 06/15/50		515		428,846
Railsplitter Tobacco Settlement Authority, RB, 6.00%, 06/01/21^(d)		575		606,792
Regional Transportation Authority, RB, Series B (NPFGC), 5.75%, 06/01/33		2,000		2,634,580
State of Illinois, GO:
5.25%, 02/01/33		735		700,352
5.50%, 07/01/33		710		690,667
5.25%, 02/01/34		735		692,282
5.50%, 07/01/38		390		368,382

				27,225,719


28		2020 BLACKROCK ANNUAL REPORT TO SHAREHOLDERS

Schedule of Investments (continued)

April 30, 2020

BlackRock MuniYield Quality Fund II, Inc. (MQT)

(Percentages shown are based on Net Assets)


Security	Par (000)		Value

Indiana — 0.8%
Indiana Finance Authority, RB, Series A:
CWA Authority Project, 1st Lien, 5.25%, 10/01/38	$	1,000	$	1,052,810
Private Activity Bond, Ohio River Bridges East End Crossing Project, AMT, 5.00%, 07/01/44		445		455,426
State of Indiana Finance Authority, RB, Private Activity Bond, Ohio River Bridges, Series A, AMT, 5.00%, 07/01/40		770		790,182

				2,298,418

Louisiana — 1.9%
City of New Orleans Louisiana Aviation Board, ARB, Series B, AMT, 5.00%, 01/01/40		2,620		2,808,247
Louisiana Local Government Environmental Facilities & Community Development Authority, RB, Westlake Chemical Corp., Series A-2, 6.50%, 11/01/35		365		369,588
Louisiana Public Facilities Authority, Refunding RB, Ochsner Clinic Foundation Project, 5.00%, 05/15/46		2,400		2,546,184

				5,724,019

Maine — 0.3%
State of Maine Housing Authority, RB:
M/F Housing, Series E, 4.25%, 11/15/43		630		678,258
S/F Housing, Mortgage Purchase Bonds, Series B, 3.35%, 11/15/44		175		173,975

				852,233

Maryland — 0.5%
City of Baltimore Maryland, Refunding, Tax Allocation Bonds, Senior Lien, Harbor Point Project, Series A, 3.63%, 06/01/46^(a)		655		480,134
Maryland Community Development Administration, Refunding RB, S/F Housing, Series A, 4.10%, 09/01/38		1,030		1,096,631

				1,576,765

Massachusetts — 2.4%
Massachusetts Development Finance Agency, RB, Emerson College Issue, Series A, 5.00%, 01/01/47		1,855		1,934,097
Massachusetts Development Finance Agency, Refunding RB, Partners Health Care System, 4.00%, 07/01/41		815		855,432
Massachusetts HFA, RB, M/F Housing, Series A, 3.85%, 06/01/46		55		56,891
Massachusetts HFA, Refunding RB, AMT:
Series A, 4.45%, 12/01/42		675		696,641
Series C, 5.00%, 12/01/30		1,365		1,369,095
Series C, 5.35%, 12/01/42		265		265,318
Massachusetts School Building Authority, RB:
Dedicated Sales Tax, Senior Series A, 5.00%, 05/15/43		1,110		1,222,654
Sub-Series B, 4.00%, 02/15/43		670		704,559

				7,104,687

Michigan — 5.7%
City of Detroit Michigan Water Supply System Revenue, RB, Senior Lien, Series A, 5.25%, 07/01/41		1,600		1,655,920
Eastern Michigan University, RB, Series A (AGM), 4.00%, 03/01/44		545		596,045
Michigan Finance Authority, Refunding RB:
Henry Ford Health System, 4.00%, 11/15/46		1,050		1,008,913
Trinity Health Credit Group, 5.00%, 12/01/21^(d)		15		15,966
Trinity Health Credit Group, Series A, 4.00%, 12/01/40		2,630		2,739,329
Michigan State Housing Development Authority, RB, Series B, 2.95%, 12/01/39		450		447,628
Michigan State University, Refunding RB, Board of Trustees, Series B, 5.00%, 02/15/48		570		674,977
Michigan Strategic Fund, RB, I-75 Improvement Project, AMT, 5.00%, 12/31/43		1,465		1,476,573
Royal Oak Hospital Finance Authority Michigan, Refunding RB, Beaumont Health Credit Group, Series D, 5.00%, 09/01/39		720		770,926


Security	Par (000)		Value

Michigan (continued)
State of Michigan Building Authority, Refunding RB, Facilities Program:
Series I-A, 5.38%, 10/15/41	$	600	$	632,376
Series II-A, 5.38%, 10/15/36		1,000		1,056,480
Series II-A (AGM), 5.25%, 10/15/36		1,900		1,999,218
State of Michigan Housing Development Authority, RB:
M/F Housing, Series A, 4.15%, 10/01/53		1,680		1,775,189
S/F Housing, Series C, 4.13%, 12/01/38		1,305		1,402,027
Western Michigan University, Refunding RB, General, University and College Improvements (AGM), 5.00%, 11/15/39		340		373,592

				16,625,159

Nebraska — 1.0%
Central Plains Nebraska Energy Project, RB, Gas Project No. 3, 5.25%, 09/01/37		2,650		2,821,084


New Jersey — 10.5%
New Jersey EDA, RB:
Goethals Bridge Replacement Project, AMT, Private Activity Bond, 5.38%, 01/01/43		790		803,201
Goethals Bridge Replacement Project, AMT, Private Activity Bond, 5.13%, 01/01/34		610		630,087
Series WW, 5.25%, 06/15/25^(d)		15		18,183
Series WW, 5.25%, 06/15/33		135		137,030
Series WW, 5.00%, 06/15/34		180		180,211
Series WW, 5.00%, 06/15/36		800		792,904
Series WW, 5.25%, 06/15/40		305		305,763
New Jersey EDA, Refunding RB, Sub-Series A, 4.00%, 07/01/32		295		283,752
New Jersey Higher Education Student Assistance Authority, Refunding RB, AMT:
Series 1, 5.50%, 12/01/25		195		204,233
Series 1, 5.50%, 12/01/26		135		141,338
Series 1, 5.75%, 12/01/28		75		78,748
Series B, 3.25%, 12/01/39		2,150		2,118,911
Sub-Series C, 3.63%, 12/01/49		645		586,163
New Jersey Housing & Mortgage Finance Agency, Refunding RB, M/F Housing, Series 2, AMT, 4.35%, 11/01/33		840		866,040
New Jersey Transportation Trust Fund Authority, RB:
Transportation Program, Series AA, 5.25%, 06/15/33		1,315		1,329,478
Transportation Program, Series AA, 5.00%, 06/15/38		1,180		1,157,084
Transportation System, CAB, Series A, 0.00%, 12/15/29^(c)		225		148,484
Transportation System, Series A, 5.50%, 06/15/21^(d)		4,265		4,499,191
Transportation System, Series A (NPFGC), 5.75%, 06/15/25		1,400		1,539,188
Transportation System, Series AA, 5.50%, 06/15/39		4,650		4,706,591
Transportation System, Series B, 5.00%, 06/15/21^(d)		3,680		3,856,419
Transportation System, Series D, 5.00%, 06/15/32		525		528,103
New Jersey Transportation Trust Fund Authority, Refunding RB, Transportation System Bond, 4.00%, 12/15/39		925		816,396
Tobacco Settlement Financing Corp., Refunding RB:
Series A, 5.00%, 06/01/34		820		923,254
Series A, 5.00%, 06/01/36		1,220		1,357,470
Series A, 4.00%, 06/01/37		745		766,262
Sub-Series B, 5.00%, 06/01/46		2,005		2,015,667

				30,790,151

New Mexico — 0.2%
City of Santa Fe New Mexico, RB, EL Castillo Retirement Residences Project, Series A, 5.00%, 05/15/39		170		149,478
New Mexico Hospital Equipment Loan Council, Refunding RB, Presbyterian Healthcare Services, 5.00%, 08/01/44		325		349,755

				499,233


SCHEDULES OF INVESTMENTS			29

Schedule of Investments (continued)

April 30, 2020

BlackRock MuniYield Quality Fund II, Inc. (MQT)

(Percentages shown are based on Net Assets)


Security	Par (000)		Value

New York — 7.1%
City of New York Municipal Water Finance Authority, Refunding RB, Second General Resolution, Fiscal 2012, Series BB, 5.25%, 12/15/21^(d)	$	1,250	$	1,340,275
City of New York Transitional Finance Authority, RB, Series S-3, 4.00%, 07/15/46		1,000		1,081,570
City of New York Transitional Finance Authority, Refunding RB, Future Tax Secured, Series B, 5.00%, 11/01/32		2,200		2,380,510
Hudson Yards Infrastructure Corp., RB, Senior, Fiscal 2012:
5.75%, 02/15/21^(d)		375		389,603
5.75%, 02/15/47		235		241,883
Metropolitan Transportation Authority, Refunding RB, Sereis C-1, 5.00%, 11/15/56		1,330		1,359,632
New York City Water & Sewer System, RB, Series DD-1, 4.00%, 06/15/48		5,000		5,443,550
New York Liberty Development Corp., Refunding RB, 3 World Trade Center Project, Class 1, 5.00%, 11/15/44^(a)		975		898,648
New York Transportation Development Corp., ARB, LaGuardia Airport Terminal B Redevelopment Project, Series A, AMT, 5.25%, 01/01/50		4,950		5,046,525
Port Authority of New York & New Jersey, Refunding ARB, AMT:
Consolidated, 186th Series, 5.00%, 10/15/36		555		602,441
Consolidated,186th Series, 5.00%, 10/15/44		1,110		1,184,858
Series 207, 4.00%, 09/15/43		410		420,775
State of New York Power Authority, Refunding RB, Series A, 4.00%, 11/15/60^(f)		395		416,492

				20,806,762

North Carolina — 0.1%
North Carolina Turnpike Authority, RB, Senior Lien, Triangle Express Way System:
4.00%, 01/01/55		175		156,639
(AGM), 4.00%, 01/01/55		140		142,964

				299,603

Ohio — 2.1%
Buckeye Tobacco Settlement Financing Authority, Refunding RB, Senior, Class 2, Series B-2, 5.00%, 06/01/55		3,725		3,295,433
County of Butler Ohio, Refunding RB, UC Health, 4.00%, 11/15/37		405		410,917
County of Lucas Ohio, Refunding RB, Promedica Healthcare, Series A, 6.50%, 11/15/21^(d)		460		499,661
Ohio Housing Finance Agency, RB, S/F Housing, Series A (Ginnie Mae, Fannie Mae & Freddie Mac), 4.00%, 09/01/48		275		284,757
State of Ohio Turnpike Commission, RB, Junior Lien, Infrastructure Projects, Series A-1:
5.25%, 02/15/32		610		661,325
5.25%, 02/15/33		850		921,715

				6,073,808

Oklahoma — 0.2%
City of Oklahoma Turnpike Authority, RB, Series A, 4.00%, 01/01/48		495		535,382


Oregon — 0.4%
County of Clackamas Oregon Community College District, GO, Convertible Deferred Interest Bonds, Series A, 5.00%, 06/15/40^(b)		390		452,919
County of Clackamas Oregon School District No. 12 North Clackamas, GO, CAB, Series A, 0.00%, 06/15/38^(c)		875		442,470
State of Oregon Housing & Community Services Department, RB, S/F Housing, Mortgage Program, Series C, 3.95%, 07/01/43		375		391,807

				1,287,196


Security	Par (000)		Value

Pennsylvania — 11.5%
City of Philadelphia Pennsylvania Airport Revenue, Refunding ARB, Series B, AMT:
5.00%, 07/01/35	$	670	$	718,515
5.00%, 07/01/47		765		804,367
Commonwealth Financing Authority, RB:
Series B, 5.00%, 06/01/22^(d)		2,110		2,289,498
Tobacco Master Settlement Payment (AGM), 4.00%, 06/01/39		935		983,751
County of Montgomery Higher Education & Health Authority, Refunding RB, Thomas Jefferson University, Series A, 4.00%, 09/01/49		840		845,082
Pennsylvania Economic Development Financing Authority, RB:
UPMC, Series B, 4.00%, 03/15/40		3,000		3,052,590
AMT, 5.00%, 06/30/42		3,300		3,323,958
Pennsylvania Bridge Finco LP, AMT, 5.00%, 12/31/34		2,220		2,254,343
Pennsylvania Rapid Bridge Replacement, 5.00%, 12/31/38		1,155		1,168,306
Series A-1, 4.00%, 04/15/50		875		886,874
Pennsylvania Economic Development Financing Authority, Refunding RB, Series A, 4.00%, 11/15/42		835		848,452
Pennsylvania Higher Education Assistance Agency, RB, AMT, Series B, 3.00%, 06/01/47		180		150,581
Pennsylvania Higher Educational Facilities Authority, Refunding RB, Thomas Jefferson University, Series A, 5.25%, 09/01/50		3,175		3,383,089
Pennsylvania Housing Finance Agency, RB, S/F Housing:
Series 127-B, 3.88%, 10/01/38		790		836,887
Series 128B, 3.85%, 04/01/38		1,760		1,875,086
Pennsylvania Turnpike Commission, RB:
Series A, 5.00%, 12/01/38		550		595,881
Series A-1, 5.00%, 12/01/41		730		810,431
Series B, 5.00%, 12/01/40		285		312,685
Series C, 5.50%, 12/01/23^(d)		490		567,866
Series C, 5.00%, 12/01/39		2,900		3,121,415
Sub-Series A-1, 5.00%, 12/01/41		1,755		1,896,137
Pennsylvania Turnpike Commission, Refunding RB:
Motor Licensed Fund Enhancement, Third Series, 4.00%, 12/01/38		1,835		1,944,293
Series A-1, 5.00%, 12/01/40		680		740,574
Philadelphia School District, GO, Refunding, Series F, 5.00%, 09/01/38		270		306,439

				33,717,100

Puerto Rico — 3.4%
Puerto Rico Sales Tax Financing Corp. Sales Tax Revenue, RB, Restructured:
CAB, Series A-1, 0.00%, 07/01/46^(c)		1,869		429,795
Series A-1, 4.75%, 07/01/53		5,000		4,504,150
Series A-1, 5.00%, 07/01/58		3,692		3,448,402
Series A-2, 4.33%, 07/01/40		738		659,108
Series A-2, 4.78%, 07/01/58		276		248,452
Series B-1, 4.75%, 07/01/53		424		382,143
Series B-2, 4.78%, 07/01/58		411		366,398

				10,038,448

Rhode Island — 1.4%
Rhode Island Housing & Mortgage Finance Corp., RB, M/F Housing, Multi Family Development Bond, Series 1B, 3.90%, 10/01/37		370		377,633
Rhode Island Turnpike & Bridge Authority, Refunding RB, Series A, 5.00%, 10/01/40		415		468,548
Tobacco Settlement Financing Corp., Refunding RB, Series B:
4.50%, 06/01/45		945		963,286
5.00%, 06/01/50		2,340		2,445,440

				4,254,907


30		2020 BLACKROCK ANNUAL REPORT TO SHAREHOLDERS

Schedule of Investments (continued)

April 30, 2020

BlackRock MuniYield Quality Fund II, Inc. (MQT)

(Percentages shown are based on Net Assets)


Security	Par (000)		Value

South Carolina — 6.6%
County of Berkeley South Carolina, Special Assessment Bonds, Nexton Improvement District Assessment:
4.25%, 11/01/40	$	315	$	245,732
4.38%, 11/01/49		465		342,166
County of Charleston South Carolina Airport District, ARB, Series A, AMT, 5.50%, 07/01/41		1,360		1,456,315
South Carolina Jobs EDA, RB, McLeod Health Obligated Group, 5.00%, 11/01/48		2,010		2,252,547
South Carolina Jobs EDA, Refunding RB, Series A:
Palmetto Health (AGM), 6.50%, 08/01/21^(d)		100		106,970
Prisma Health Obligated Group, 5.00%, 05/01/38		2,220		2,422,420
South Carolina Jobs-Economic Development Authority, RB, Hilton Head Christian Academy, 5.00%, 01/01/55^(a)		855		664,591
South Carolina Ports Authority, ARB, AMT, 5.00%, 07/01/48		470		519,693
State of South Carolina Ports Authority, RB, AMT, 5.25%, 07/01/25^(d)		2,040		2,431,517
State of South Carolina Public Service Authority, RB:
Santee Cooper, Series A, 5.50%, 12/01/54		3,935		4,153,156
Series E, 5.50%, 12/01/53		2,820		2,963,989
State of South Carolina Public Service Authority, Refunding RB, Santee Cooper, Series B, 5.00%, 12/01/38		1,840		1,932,423

				19,491,519

South Dakota — 0.4%
South Dakota Health & Educational Facilities Authority, Refunding RB, Avera Health Issue, 4.00%, 07/01/37		1,085		1,140,530


Tennessee — 0.7%
Greeneville Health & Educational Facilities Board, Refunding RB, Ballad Health Obligation Group, Series A, 4.00%, 07/01/40		750		722,385
Metropolitan Government of Nashville & Davidson County Health & Educational Facilities Board, RB, Vanderbilt University Medical Center, Series A, 5.00%, 07/01/46		1,110		1,194,504

				1,916,889

Texas — 17.2%
Brazos Higher Education Authority, Inc., RB, Subordinate, Student Loan Program, Series 1B (AMT), 3.00%, 04/01/40		115		97,311
Central Texas Turnpike System, RB, Series C, 5.00%, 08/15/37		1,240		1,268,235
Central Texas Turnpike System, Refunding RB, Central Texas Turnpike System, 1st Tier, Series A, 5.00%, 08/15/22^(d)		605		660,902
City of Houston Texas Airport System, Refunding ARB, Special Facilities, Continental Airlines, Inc., Series A, AMT, 6.63%, 07/15/38		405		409,350
City of San Antonio Texas Electric & Gas Revenue, RB, Junior Lien, 5.00%, 02/01/38		500		545,770
County of Midland Texas Fresh Water Supply District No. 1, RB, CAB, City of Midland Project, Series A, 0.00%, 09/15/36^(c)		1,850		982,923
County of Tarrant Texas Cultural Education Facilities Finance Corp., RB, Christus Health, Series B, 5.00%, 07/01/35		1,680		1,917,418
County of Tarrant Texas Cultural Education Facilities Finance Corp., Refunding RB, Cook Children’s Medical Center, 5.25%, 12/01/39		750		828,292
Dallas-Fort Worth International Airport, ARB, Joint Improvement, AMT:
Series D, 5.00%, 11/01/38		1,800		1,850,994
Series D, 5.00%, 11/01/42		1,140		1,156,211
Series H, 5.00%, 11/01/32		2,715		2,809,265
Dallas-Fort Worth International Airport, Refunding ARB, Series F, 5.25%, 11/01/33		865		938,784
Leander ISD, GO, Refunding, CAB, Series D (PSF-GTD), 0.00%, 08/15/38^(c)		3,020		1,413,783


Security	Par (000)		Value

Texas (continued)
North Texas Tollway Authority, RB, Convertible CAB, Series C, 6.75%, 09/01/31^(b)(d)	$	10,000	$	13,974,100
North Texas Tollway Authority, Refunding RB:
4.25%, 01/01/49		1,090		1,178,704
1st Tier-Series A, 5.00%, 01/01/43		790		903,705
Series B, 5.00%, 01/01/40		530		560,327
San Antonio Public Facilities Corp., Refunding RB, Convention Center Refinancing & Expansion Project, CAB^(c):
0.00%, 09/15/35		1,150		583,510
0.00%, 09/15/36		3,875		1,862,325
0.00%, 09/15/37		17,775		7,988,085
Texas City Industrial Development Corp., RB, NRG Energy Project, 4.13%, 12/01/45		260		261,568
Texas Department of Housing & Community Affairs, RB, S/F Housing Mortgage, Series A (Ginnie Mae), 4.25%, 09/01/43		350		374,049
Texas Municipal Gas Acquisition & Supply Corp. III, RB, Natural Gas Utility Improvements:
5.00%, 12/15/31		1,030		1,069,943
5.00%, 12/15/32		3,445		3,567,745
Texas Private Activity Bond Surface Transportation Corp., RB, Senior Lien, AMT, Blueridge Transportation Group, 5.00%, 12/31/45		1,135		1,083,641
University of Texas System, Refunding RB, Series A, 3.50%, 08/15/50		1,755		2,183,395

				50,470,335

Utah — 0.6%
Salt Lake City Corp. Airport Revenue, ARB, Series A, AMT:
5.00%, 07/01/42		1,095		1,203,690
5.00%, 07/01/48		395		434,745
Utah Charter School Finance Authority, RB, Wallace Stegner Academy Project, Series A, 5.00%, 06/15/39^(a)		185		163,418

				1,801,853

Virginia — 0.2%
Virginia Small Business Financing Authority, RB, 95 Express Lanes LLC Project, AMT, 5.00%, 07/01/49		670		655,461


Washington — 2.5%
County of Snohomish Washington Housing Authority, Refunding RB, 4.00%, 04/01/44		430		459,387
Port of Seattle Washington, ARB, Series A, AMT, 5.00%, 05/01/43		1,730		1,875,787
Port of Seattle Washington, RB, Intermediate Lien, Series C, AMT, 5.00%, 04/01/40		900		954,432
Washington Health Care Facilities Authority, RB:
MultiCare Health System, Remarketing, Series B, 5.00%, 08/15/44		3,000		3,144,840
Providence Health & Services, 4.00%, 10/01/45		630		649,259
Washington State Housing Finance Commission, RB, Transforming Age Project, Series A, 5.00%, 01/01/55^(a)		495		392,921

				7,476,626

West Virginia — 0.3%
West Virginia Hospital Finance Authority, RB, Improvement, West Virginia University Health System Obligated Group, Series A, 4.00%, 06/01/51		870		887,948


Wisconsin — 1.3%
Public Finance Authority, RB, American Preparatory Academy — Las Vegas Project, Series A^(a):
5.00%, 07/15/39		100		85,108
5.00%, 07/15/49		355		284,667
5.00%, 07/15/54		170		133,571


SCHEDULES OF INVESTMENTS			31

Schedule of Investments (continued)

April 30, 2020

BlackRock MuniYield Quality Fund II, Inc. (MQT)

(Percentages shown are based on Net Assets)


Security	Par (000)		Value

Wisconsin (continued)
Public Finance Authority, Refunding RB, Penick Village Obligation Group, 5.00%, 09/01/39^(a)	$	295	$	251,703
Wisconsin Housing & Economic Development Authority, RB, M/F Housing, Series A:
4.15%, 11/01/48		1,920		2,054,112
4.45%, 05/01/57		1,030		1,109,155


			3,918,316


Total Municipal Bonds — 117.6% (Cost — $329,191,595)				345,371,550


Municipal Bonds Transferred to Tender Option Bond Trusts — 48.6%^(g)

California — 1.8%
Bay Area Toll Authority, Refunding RB, San Francisco Bay Area Toll Bridge Subordinate, 4.00%, 04/01/47^(h)		3,391		3,565,503
Los Angeles California Unified School District, GO, Election of 2008, Series B-1, 5.25%, 07/01/42^(h)		1,391		1,649,656

				5,215,159

Colorado — 1.8%
City & County of Denver Colorado Airport System Revenue, Refunding ARB, Subordinate System, Series A, AMT, 5.25%, 12/01/48^(a)(e)(h)		2,084		2,326,869
Colorado Health Facilities Authority, Refunding RB, Catholic Health Initiatives, Series A, 5.00%, 02/01/21^(d)		3,000		3,087,930

				5,414,799

Connecticut — 0.5%
State of Connecticut Health & Educational Facility Authority, Refunding RB, Trinity Health Credit Group, 5.00%, 12/01/45		1,231		1,333,645


District of Columbia — 0.3%
District of Columbia Housing Finance Agency, RB, M/F Housing, Series B-2 (FHA), 4.10%, 09/01/39		920		999,350


Florida — 6.5%
City of Miami Beach Florida, RB, 5.00%, 09/01/45		2,740		3,080,390
City of South Miami Florida Health Facilities Authority, Inc., Refunding RB, Baptist Health South Florida, 5.00%, 08/15/47		2,340		2,566,933
County of Broward Florida Airport Facilities Revenue, ARB, Senior Bond, Series B, AMT, 4.00%, 09/01/49		2,050		2,045,634
County of Miami-Dade Florida Expressway Authority, Refunding RB, Series A (AGM), 5.00%, 07/01/35		2,100		2,110,185
County of Miami-Dade Florida Transit System, Refunding RB, Sales Tax, 5.00%, 07/01/42		1,540		1,612,226
County of Seminole Florida, Refunding RB, Series B (NPFGC), 5.25%, 10/01/31		4,200		5,587,596
Greater Orlando Aviation Authority, ARB, Series A, AMT, 4.00%, 10/01/49^(a)(e)(h)		2,117		2,147,415

				19,150,379

Georgia — 0.6%
Georgia Housing & Finance Authority, Refunding RB, S/F Mortgage Bonds, Series A, 3.70%, 06/01/49^(a)(e)		1,821		1,869,526


Illinois — 5.4%
City of Chicago Illinois Waterworks, Refunding RB, 2017 2nd Lien, Water Revenue Project (AGM), 5.25%, 11/01/33		490		491,235
Regional Transportation Authority, RB, (NPFGC), 6.50%, 07/01/26		10,000		12,288,998
State of Illinois Toll Highway Authority, RB:
Series A, 5.00%, 01/01/38		1,859		1,972,216
Series B, 5.00%, 01/01/40		930		1,029,588

				15,782,037


Security	Par (000)		Value

Louisiana — 0.5%
County of St. Louisiana Gasoline & Fuels Tax Revenue, Refunding RB, First Lien, Series A, 4.00%, 05/01/41	$	1,350	$	1,435,860


Maine — 0.3%
State of Maine Housing Authority, RB, M/F Housing, Series E, 4.15%, 11/15/38^(a)(e)		848		913,819


Maryland — 1.3%
City of Baltimore Maryland, RB, Wastewater Project, Series A, 5.00%, 07/01/46		939		1,068,617
City of Baltimore Maryland Water Utility Fund, RB, Sub-Water Projects, Series A, 5.00%, 07/01/41		2,478		2,850,476

				3,919,093

Massachusetts — 0.5%
Commonwealth of Massachusetts, GO, Series A, 5.00%, 03/01/46		1,321		1,459,785


Michigan — 3.5%
Michigan Finance Authority, RB, Series A:
Beaumont Health Credit Group, 5.00%, 11/01/44		1,750		1,892,227
McLaren Health Care, 4.00%, 02/15/50		2,550		2,628,820
Michigan Finance Authority, Refunding RB, Trinity Health Credit Group, 5.00%, 12/01/21^(d)		4,685		4,986,808
State of Michigan Building Authority, Refunding RB, Facilities Program, Series I, 5.00%, 10/15/45		760		860,806

				10,368,661

Nebraska — 0.7%
Nebraska Investment Finance Authority, RB, S/F Housing, Series A (Ginnie Mae, Fannie Mae & Freddie Mac), 3.70%, 03/01/47		1,910		2,001,155


Nevada — 2.3%
County of Clark Nevada, GOL, Stadium Improvement, Series A, 5.00%, 06/01/38		2,716		3,232,083
Las Vegas Valley Water District Nevada, GO, Refunding, Water Improvement, Series A, 5.00%, 06/01/46		3,080		3,455,606

				6,687,689

New Jersey — 2.3%
County of Hudson New Jersey Improvement Authority, RB, Hudson County Vocational-Technical Schools Project, 5.25%, 05/01/51		720		819,778
New Jersey State Turnpike Authority, Refunding RB:
Series B, 4.00%, 01/01/37		2,054		2,195,054
Series G, 4.00%, 01/01/43		1,906		2,016,489
New Jersey Transportation Trust Fund Authority, RB, Transportation System, Series B, 5.25%, 06/15/36		1,580		1,583,446

				6,614,767

New York — 7.5%
City of New York Housing Development Corp., Refunding RB, Sustainable Neighborhood Bonds, Series A, 4.15%, 11/01/38		1,940		2,073,666
City of New York Transitional Finance Authority, BARB, Series S-1, 4.00%, 07/15/42^(h)		1,500		1,537,335
City of New York Transitional Finance Authority, RB, Future Tax, Sub-Series A-3, 5.00%, 08/01/40^(h)		2,714		3,112,765
City of New York Water & Sewer System, Refunding RB:
2nd General Resolution, Fiscal 2013, Series CC, 5.00%, 06/15/47		4,920		5,438,496
2nd General Resolution, Series FF, 5.00%, 06/15/39		2,595		2,951,345
Series DD, 5.00%, 06/15/35		1,470		1,660,218
Metropolitan Transportation Authority, RB, Transportation, Sub-Series D-1, 5.25%, 11/15/44		3,080		3,160,788
Port Authority of New York & New Jersey, Refunding ARB, Consolidated, 198th Series, 5.25%, 11/15/56		2,001		2,237,503

				22,172,116


32		2020 BLACKROCK ANNUAL REPORT TO SHAREHOLDERS

Schedule of Investments (continued)

April 30, 2020

BlackRock MuniYield Quality Fund II, Inc. (MQT)

(Percentages shown are based on Net Assets)


Security	Par (000)		Value

Ohio — 1.7%
Northeast Ohio Regional Sewer District, Refunding RB:
4.00%, 11/15/49^(h)	$	1,875	$	1,992,769
4.00%, 11/15/43		2,581		2,863,036

				4,855,805

Pennsylvania — 1.2%
County of Westmoreland Pennsylvania Municipal Authority, Refunding RB (BAM), 5.00%, 08/15/42		800		905,648
Pennsylvania Housing Finance Agency, RB, S/F Housing, Series 129, 3.40%, 10/01/49		1,362		1,364,850
Philadelphia Authority for Industrial Development, RB, Children’s Hospital of Philadelphia Project, Series A, 4.00%, 07/01/44		1,094		1,130,117

				3,400,615

Rhode Island — 0.3%
Rhode Island Housing & Mortgage Finance Corp., Refunding RB, S/F Housing, Home Ownership Opportunity Bonds, Series 69-B (Ginnie Mae, Fannie Mae & Freddie Mac), 3.95%, 10/01/43		796		905,413


South Carolina — 0.6%
South Carolina Ports Authority, ARB, Series B, AMT, 4.00%, 07/01/49^(h)		1,770		1,801,701


Texas — 3.8%
City of Houston Texas Community College, GO, Limited Tax, 4.00%, 02/15/43^(a)(e)		1,305		1,361,298
County of Harris Texas Toll Road Authority, Refunding RB, Senior Lien, Series A, 5.00%, 08/15/43		1,094		1,294,171
County of Tarrant Texas Cultural Education Facilities Finance Corp., Refunding RB, Texas Health Resources System, Series A, 5.00%, 02/15/41		3,080		3,489,178
Dallas-Fort Worth International Airport, ARB, Series H, AMT, 5.00%, 11/01/37^(h)		1,996		2,054,222
San Antonio Public Facilities Corp., Refunding RB, Convention Center Refinancing and Expansion Project, 4.00%, 09/15/42		1,649		1,712,589
Texas Department of Housing & Community Affairs, RB, S/F Housing, Series A (Ginnie Mae):
3.63%, 09/01/44		805		865,650
3.75%, 09/01/49		441		474,597

				11,251,705

Utah — 1.8%
County of Utah Utah, RB, IHC Health Services, Inc., Series B, 4.00%, 05/15/47		5,135		5,375,111


Virginia — 0.8%
Hampton Roads Transportation Accountability Commission, RB, Transportation Fund, Senior Lien, Series A, 5.50%, 07/01/57		1,962		2,355,133


Washington — 1.9%
Metropolitan Washington Airports Authority, Refunding ARB, Series A, AMT, 5.00%, 10/01/30		2,190		2,341,373
Washington Health Care Facilities Authority, Refunding RB, Seattle Children’s Hospital, Series B, 5.00%, 10/01/38		2,565		3,103,393

				5,444,766


Security	Par (000)		Value

Wisconsin — 0.7%
Wisconsin Health & Educational Facilities Authority, Refunding RB, Froedtert & Community Health, Inc., Obligated Group, Series A, 5.00%, 04/01/42	$	1,920	$	2,051,827


Total Municipal Bonds Transferred to Tender Option Bond Trusts — 48.6% (Cost — $136,873,669)				142,779,916


Total Long-Term Investments — 166.2% (Cost — $466,065,264)				488,151,466


	Shares

Short-Term Securities — 0.2%

BlackRock Liquidity Funds, MuniCash, Institutional Class, 0.15%^(i)(j)		443,058		443,146


Total Short-Term Securities — 0.2% (Cost — $443,146)				443,146


Total Investments — 166.4% (Cost — $466,508,410)				488,594,612

Other Assets Less Liabilities — 1.4%				4,125,814

Liability for TOB Trust Certificates, Including Interest Expense and Fees Payable — (28.1)%				(82,547,174	)

VMTP Shares at Liquidation Value — (39.7)%				(116,500,000	)


Net Assets Applicable to Common Shares — 100.0%			$	293,673,252

^(a)	Security exempt from registration pursuant to Rule 144A under the Securities Act of 1933, as amended. These securities may be resold in transactions exempt from registration to qualified institutional investors.

^(b)	Step-up bond that pays an initial coupon rate for the first period and then a higher coupon rate for the following periods. Rate as of period end.

^(c)	Zero-coupon bond.

^(d)	U.S. Government securities held in escrow, are used to pay interest on this security as well as to retire the bond in full at the date indicated, typically at a premium to par.

^(e)	Variable or floating rate security, which interest rate adjusts periodically based on changes in current interest rates and prepayments on the underlying pool of assets. Rate shown is the rate in effect as of period end.

^(f)	When-issued security.

^(g)	Represent bonds transferred to a TOB Trust in exchange of cash and residual certificates received by the Fund. These bonds serve as collateral in a secured borrowing. See Note 4 of the Notes to Financial Statements for details.

^(h)

All or a portion of the security is subject to a recourse agreement. The aggregate maximum potential amount the Fund could ultimately be required to pay under the agreements, which expire between May 1, 2021 to October 1, 2027, is $13,000,403. See Note 4 of the Notes to Financial Statements for details.

⁽ⁱ⁾	Annualized 7-day yield as of period end.


SCHEDULES OF INVESTMENTS			33

Schedule of Investments (continued)

April 30, 2020

BlackRock MuniYield Quality Fund II, Inc. (MQT)

^(j)	Investments in issuers considered to be an affiliate/affiliates of the Fund during the year ended April 30, 2020 for purposes of Section 2(a)(3) of the Investment Company Act of 1940, as amended, were as follows:


Affiliated Issuer	Shares Held at 04/30/19		Shares Purchased		Shares Sold			Shares Held at 04/30/20		Value at 04/30/20		Income		Net Realized Gain (Loss)^(a)		Change in Unrealized Appreciation (Depreciation)
BlackRock Liquidity Funds, MuniCash, Institutional Class		746,789		—		(303,731	)^(b)		443,058	$	443,146	$	16,377	$	3,118	$	22

^(a)

Includes net capital gain distributions, if applicable.

^(b)

Represents net shares purchased (sold).

Derivative Financial Instruments Categorized by Risk Exposure

For the year ended April 30, 2020, the effect of derivative financial instruments in the Statements of Operations was as follows:


	Commodity Contracts		Credit Contracts		Equity Contracts		Foreign Currency Exchange Contracts		Interest Rate Contracts			Other Contracts		Total
Net Realized Gain (Loss) from:
Futures contracts	$	—	$	—	$	—	$	—	$	(5,476,704	)	$	—	$	(5,476,704	)

Net Change in Unrealized Appreciation (Depreciation) on:
Futures Contracts	$	—	$	—	$	—	$	—	$	181,979		$	—	$	181,979

Average Quarterly Balances of Outstanding Derivative Financial Instruments:


Futures contracts:
Average notional value of contracts — long	$	—	^(a)
Average notional value of contracts — short		18,758,021

^(a)

Derivative not held at any quarter-end. The risk exposure table serves as an indicator of activity during the period.

For more information about the Fund’s investment risks regarding derivative financial instruments, refer to the Notes to Financial Statements.

Fair Value Hierarchy as of Period End

Various inputs are used in determining the fair value of investments. For information about the Fund’s policy regarding valuation of investments, refer to the Notes to Financial Statements.

The following tables summarize the Fund’s investments categorized in the disclosure hierarchy:


	Level 1		Level 2		Level 3		Total
Assets:
Investments:
Long-Term Investments^(a)	$	—	$	488,151,466	$	—	$	488,151,466
Short-Term Securities		443,146		—		—		443,146

	$	443,146	$	488,151,466	$	—	$	488,594,612

^(a)

See above Schedule of Investments for values in each state or political subdivision.


	Level 1		Level 2			Level 3		Total
Liabilities:
Loan for TOB Trust Certificates	$	—	$	(3,040,000	)	$	—	$	(3,040,000	)
TOB Trust Certificates		—		(79,138,101	)		—		(79,138,101	)
VMTP Shares at Liquidation Value		—		(116,500,000	)		—		(116,500,000	)

	$	—	$	(198,678,101	)	$	—	$	(198,678,101	)

See notes to financial statements.


34		2020 BLACKROCK ANNUAL REPORT TO SHAREHOLDERS

Statements of Assets and Liabilities

April 30, 2020


	MYD		MQY		MQT

ASSETS
Investments at value — unaffiliated^(a)	$	993,868,020	$	754,006,852	$	488,151,466
Investments at value — affiliated^(b)		20,527,420		649,910		443,146
Receivables:
Investments sold		5,432,417		386,517		857,140
Dividends — affiliated		9,047		432		969
Interest — unaffiliated		14,327,071		9,305,874		6,074,552
Prepaid expenses		21,809		56,711		23,796

Total assets		1,034,185,784		764,406,296		495,551,069


ACCRUED LIABILITIES
Bank overdraft		—		—		606,155
Payables:
Investments purchased		2,914,338		1,027,946		666,334
Income dividend distributions — Common Shares		2,627,503		1,627,749		992,552
Interest expense and fees		558,482		549,000		369,073
Investment advisory fees		875,952		650,287		421,838
Directors’ and Officer’s fees		335,851		237,165		2,576
Other accrued expenses		226,575		178,520		141,188

Total accrued liabilities		7,538,701		4,270,667		3,199,716


OTHER LIABILITIES
TOB Trust Certificates		147,785,028		127,099,870		79,138,101
Loan for TOB Trust Certificates		—		2,375,000		3,040,000
VRDP Shares, at liquidation value of $100,000 per share, net of deferred offering costs^(c)(d)		251,064,141		176,384,521		—
VMTP Shares, at liquidation value of $100,000 per share^(c)(d)		—		—		116,500,000

Total other liabilities		398,849,169		305,859,391		198,678,101

Total liabilities		406,387,870		310,130,058		201,877,817


NET ASSETS APPLICABLE TO COMMON SHAREHOLDERS	$	627,797,914	$	454,276,238	$	293,673,252


NET ASSETS APPLICABLE TO COMMON SHAREHOLDERS CONSIST OF
Paid-in capital^(e)(f)(g)	$	626,524,385	$	430,563,886	$	279,476,648
Accumulated earnings		1,273,529		23,712,352		14,196,604

NET ASSETS APPLICABLE TO COMMON SHAREHOLDERS	$	627,797,914	$	454,276,238	$	293,673,252


Net Asset Value per Common Share	$	13.38	$	14.79	$	13.02


^(a) Investments at cost — unaffiliated	$	974,251,148	$	719,914,438	$	466,065,264
^(b) Investments at cost — affiliated	$	20,520,041	$	649,910	$	443,146
^(c) Preferred Shares outstanding, par value $0.10 per share		2,514		1,766		1,165
^(d) Preferred Shares authorized		16,234		11,766		7,565
^(e) Par value per Common Shares	$	0.10	$	0.10	$	0.10
^(f) Common Shares outstanding		46,919,695		30,712,248		22,558,009
^(g) Common Shares authorized		199,983,766		199,988,234		199,992,435

See notes to financial statements.


FINANCIAL STATEMENTS			35

Statements of Operations

Year Ended April 30, 2020


	MYD			MQY			MQT

INVESTMENT INCOME
Dividends — affiliated	$	249,839		$	18,550		$	16,377
Interest — unaffiliated		45,207,235			31,241,819			20,112,862

Total investment income		45,457,074			31,260,369			20,129,239


EXPENSES
Investment advisory		5,394,323			4,012,523			2,615,258
Accounting services		141,727			116,396			88,332
Professional		121,132			103,772			87,720
Transfer agent		57,232			45,301			32,256
Rating agency		46,503			46,493			46,483
Directors and Officer		27,038			19,774			23,055
Liquidity fees		25,670			18,032			—
Remarketing fees on Preferred Shares		25,203			17,704			—
Registration		17,331			11,398			9,055
Custodian		13,893			15,842			7,464
Printing		13,882			11,341			11,077
Miscellaneous		22,990			21,457			18,451

Total expenses excluding interest expense, fees and amortization of offering costs		5,906,924			4,440,033			2,939,151
Interest expense, fees and amortization of offering costs^(a)		8,474,011			6,388,459			4,344,412

Total expenses		14,380,935			10,828,492			7,283,563
Less fees waived and/or reimbursed by the Manager		(19,059	)		(1,384	)		(1,163	)

Total expenses after fees waived and/or reimbursed		14,361,876			10,827,108			7,282,400

Net investment income		31,095,198			20,433,261			12,846,839


REALIZED AND UNREALIZED GAIN (LOSS)
Net realized gain (loss) from:
Futures contracts		(11,772,429	)		(8,497,404	)		(5,476,704	)
Investments — affiliated		731			2,270			3,118
Investments — unaffiliated		1,725,206			(107,690	)		(1,053,052	)

		(10,046,492	)		(8,602,824	)		(6,526,638	)

Net change in unrealized appreciation (depreciation) on:
Futures contracts		231,809			302,473			181,979
Investments — affiliated		7,961			—			22
Investments — unaffiliated		(44,937,213	)		(19,304,872	)		(11,348,869	)

		(44,697,443	)		(19,002,399	)		(11,166,868	)

Net realized and unrealized loss		(54,743,935	)		(27,605,223	)		(17,693,506	)

NET DECREASE IN NET ASSETS APPLICABLE TO COMMON SHAREHOLDERS RESULTING FROM OPERATIONS	$	(23,648,737	)	$	(7,171,962	)	$	(4,846,667	)

^(a)	Related to TOB Trusts, VRDP Shares and/or VMTP Shares.

See notes to financial statements.


36		2020 BLACKROCK ANNUAL REPORT TO SHAREHOLDERS

Statements of Changes in Net Assets


	MYD						MQY
	Year Ended April 30,						Year Ended April 30,
	2020			2019			2020			2019

INCREASE (DECREASE) IN NET ASSETS APPLICABLE TO COMMON SHAREHOLDERS

OPERATIONS
Net investment income	$	31,095,198		$	34,206,699		$	20,433,261		$	21,247,583
Net realized loss		(10,046,492	)		(945,052	)		(8,602,824	)		(2,263,416	)
Net change in unrealized appreciation (depreciation)		(44,697,443	)		9,390,154			(19,002,399	)		16,645,334

Net increase (decrease) in net assets applicable to Common Shareholders resulting from operations		(23,648,737	)		42,651,801			(7,171,962	)		35,629,501


DISTRIBUTIONS TO COMMON SHAREHOLDERS^(a)
Decrease in net assets resulting from distributions to Common Shareholders		(31,815,824	)		(33,896,411	)		(19,763,608	)		(21,751,581	)


CAPITAL SHARE TRANSACTIONS
Reinvestment of common distributions		430,322			—			—			—


NET ASSETS APPLICABLE TO COMMON SHAREHOLDERS
Total increase (decrease) in net assets applicable to Common Shareholders		(55,034,239	)		8,755,390			(26,935,570	)		13,877,920
Beginning of year		682,832,153			674,076,763			481,211,808			467,333,888

End of year	$	627,797,914		$	682,832,153		$	454,276,238		$	481,211,808

^(a)	Distributions for annual periods determined in accordance with U.S. federal income tax regulations.

See notes to financial statements.


FINANCIAL STATEMENTS			37

Statements of Changes in Net Assets (continued)


	MQT
	Year Ended April 30,
	2020			2019

INCREASE (DECREASE) IN NET ASSETS APPLICABLE TO COMMON SHAREHOLDERS

OPERATIONS
Net investment income	$	12,846,839		$	13,470,302
Net realized loss		(6,526,638	)		(1,515,175	)
Net change in unrealized appreciation (depreciation)		(11,166,868	)		10,310,268

Net increase (decrease) in net assets applicable to Common Shareholders resulting from operations		(4,846,667	)		22,265,395


DISTRIBUTIONS TO COMMON SHAREHOLDERS^(a)
Decrease in net assets resulting from distributions to Common Shareholders		(12,091,093	)		(13,351,341	)


NET ASSETS APPLICABLE TO COMMON SHAREHOLDERS
Total increase (decrease) in net assets applicable to Common Shareholders		(16,937,760	)		8,914,054
Beginning of year		310,611,012			301,696,958

End of year	$	293,673,252		$	310,611,012

^(a)	Distributions for annual periods determined in accordance with U.S. federal income tax regulations.

See notes to financial statements.


38		2020 BLACKROCK ANNUAL REPORT TO SHAREHOLDERS

Statements of Cash Flows

Year Ended April 30, 2020


	MYD			MQY			MQT

CASH PROVIDED BY (USED FOR) OPERATING ACTIVITIES
Net decrease in net assets resulting from operations	$	(23,648,737	)	$	(7,171,962)		$	(4,846,667)
Adjustments to reconcile net decrease in net assets resulting from operations to net cash provided by operating activities:
Proceeds from sales of long-term investments		211,902,742			153,939,057			109,873,222
Purchases of long-term investments		(201,034,468	)		(143,050,931	)		(99,179,914	)
Net proceeds from sales (purchases) of short-term securities		(14,595,587	)		(159,819	)		306,858
Amortization of premium and accretion of discount on investments and other fees		1,591,870			573,204			494,490
Net realized (gain) loss on investments		(1,725,937	)		105,420			1,049,934
Net unrealized depreciation on investments		44,929,252			19,304,872			11,348,847

(Increase) Decrease in Assets:
Receivables:
Dividends — affiliated		2,630			1,753			1,860
Interest — unaffiliated		2,077,494			30,645			209,838
Prepaid expenses		8,450			(31,948	)		(1,852	)

Increase (Decrease) in Liabilities:
Payables:
Investment advisory fees		437,204			327,415			210,828
Interest expense and fees		(118,880	)		(87,284	)		(55,221	)
Directors’ and Officer’s fees		(32,904	)		(23,252	)		20
Variation margin on futures contracts		(170,609	)		(165,251	)		(104,816	)
Other accrued expenses		(54,244	)		(62,194	)		(54,866	)

Net cash provided by operating activities		19,568,276			23,529,725			19,252,561


CASH PROVIDED BY (USED FOR) FINANCING ACTIVITIES
Proceeds from TOB Trust Certificates		62,228,033			16,825,277			10,886,560
Repayments of TOB Trust Certificates		(51,367,901	)		(23,923,865	)		(22,265,079	)
Proceeds from Loan for TOB Trust Certificates		14,991,518			7,741,573			6,525,025
Repayments of Loan for TOB Trust Certificates		(14,991,518	)		(5,366,573	)		(3,485,025	)
Cash dividends paid to Common Shareholders		(31,524,559	)		(19,855,745	)		(12,181,325	)
Increase in bank overdraft		—			—			606,155
Amortization of deferred offering costs		15,903			10,098			—

Net cash used for financing activities		(20,648,524	)		(24,569,235	)		(19,913,689	)


CASH
Net decrease in restricted and unrestricted cash		(1,080,248	)		(1,039,510	)		(661,128	)
Restricted and unrestricted cash at beginning of year		1,080,248			1,039,510			661,128

Restricted and unrestricted cash at end of year	$	—		$	—		$	—


SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
Cash paid during the year for interest expense	$	8,576,988		$	6,465,645		$	4,399,633


NON-CASH FINANCING ACTIVITIES
Capital shares issued in reinvestment of distributions paid to Common Shareholders	$	430,322		$	—		$	—


RECONCILIATION OF RESTRICTED AND UNRESTRICTED CASH AT THE BEGINNING OF YEAR TO THE STATEMENTS OF ASSETS AND LIABILITIES
Cash	$	207,398		$	196,860		$	125,578
Cash pledged for futures contracts		872,850			842,650			535,550

	$	1,080,248		$	1,039,510		$	661,128

See notes to financial statements.


FINANCIAL STATEMENTS			39

Financial Highlights

(For a share outstanding throughout each period)


	MYD
	Year Ended April 30,
	2020			2019			2018			2017			2016

Net asset value, beginning of year	$	14.56		$	14.38		$	14.71		$	15.61		$	15.29

Net investment income^(a)		0.66			0.73			0.79			0.84			0.90
Net realized and unrealized gain (loss)		(1.16	)		0.17			(0.30	)		(0.87	)		0.35

Net increase (decrease) from investment operations		(0.50	)		0.90			0.49			(0.03	)		1.25

Distributions to Common Shareholders from net investment income^(b)		(0.68	)		(0.72	)		(0.82	)		(0.87	)		(0.93	)


Net asset value, end of year	$	13.38		$	14.56		$	14.38		$	14.71		$	15.61


Market price, end of year	$	12.29		$	14.15		$	13.12		$	14.75		$	15.73


Total Return Applicable to Common Shareholders^(c)
Based on net asset value		(3.66	)%		6.80	%		3.47	%		(0.16	)%		8.81	%

Based on market price		(8.94	)%		13.76	%		(5.85	)%		(0.65	)%		12.36	%


Ratios to Average Net Assets Applicable to Common Shareholders
Total expenses		2.07	%^(d)		2.27	%		2.00	%		1.75	%		1.39	%

Total expenses after fees waived and/or reimbursed		2.07	%^(d)		2.27	%		2.00	%		1.75	%		1.39	%

Total expenses after fees waived and/or reimbursed and paid indirectly and excluding interest expense, fees, and amortization of offering costs^(e)(f)		0.85	%^(d)		0.88	%		0.89	%		0.89	%		0.88	%

Net investment income to Common Shareholders		4.49	%^(d)		5.10	%		5.33	%		5.52	%		5.91	%


Supplemental Data
Net assets applicable to Common Shareholders, end of year (000)	$	627,798		$	682,832		$	674,077		$	687,869		$	728,621

VRDP Shares outstanding at $100,000 liquidation value, end of year (000)	$	251,400		$	251,400		$	251,400		$	251,400		$	251,400

Asset coverage per VRDP Shares at $100,000 liquidation value, end of year	$	349,719		$	371,612		$	368,129		$	373,615		$	389,825

Borrowings outstanding, end of year (000)	$	147,785		$	136,925		$	167,150		$	168,316		$	173,776

Portfolio turnover rate		19	%		17	%		9	%		10	%		9	%

^(a)	Based on average Common Shares outstanding.

^(b)	Distributions for annual periods determined in accordance with U.S. federal income tax regulations.

^(c)	Total returns based on market price, which can be significantly greater or less than the net asset value, may result in substantially different returns. Where applicable, excludes the effects of any sales charges and assumes the reinvestment of distributions at actual reinvestment prices.

^(d)	Excludes expenses incurred indirectly as a result of investments in underlying funds of 0.01%.

^(e)	Interest expense, fees and amortization of offering costs related to TOB Trusts and/or VRDP Shares. See Note 4 and Note 10 of the Notes to Financial Statements for details.

^(f)	The total expense ratio after fees waived and/or reimbursed and excluding interest expense, fees, amortization of offering costs, liquidity and remarketing fees as follows:


	Year Ended April 30,
	2020			2019			2018			2017			2016
Expense ratios		0.85	%		0.88	%		0.88	%		0.89	%		0.88	%

See notes to financial statements.


40		2020 BLACKROCK ANNUAL REPORT TO SHAREHOLDERS

Financial Highlights (continued)

(For a share outstanding throughout each period)


	MQY
	Year Ended April 30,
	2020			2019			2018			2017			2016

Net asset value, beginning of year	$	15.67		$	15.22		$	15.56		$	16.47		$	16.12

Net investment income^(a)		0.67			0.69			0.77			0.85			0.90
Net realized and unrealized gain (loss)		(0.91	)		0.47			(0.29	)		(0.89	)		0.40

Net increase (decrease) from investment operations		(0.24	)		1.16			0.48			(0.04	)		1.30


Distributions to Common Shareholders^(b)
From net investment income		(0.64	)		(0.69	)		(0.82	)		(0.87	)		(0.95	)
From net realized gain		—			(0.02	)		—			—			—

Total distributions		(0.64	)		(0.71	)		(0.82	)		(0.87	)		(0.95	)


Net asset value, end of year	$	14.79		$	15.67		$	15.22		$	15.56		$	16.47


Market price, end of year	$	13.88		$	13.99		$	13.83		$	15.14		$	16.56


Total Return Applicable to Common Shareholders^(c)
Based on net asset value		(1.44	)%		8.42	%		3.28	%		(0.12	)%		8.61	%

Based on market price		3.60	%		6.53	%		(3.55	)%		(3.34	)%		13.35	%


Ratios to Average Net Assets Applicable to Common Shareholders
Total expenses		2.20	%		2.48	%		2.05	%		1.74	%		1.47	%

Total expenses after fees waived and/or reimbursed		2.20	%		2.48	%		2.05	%		1.74	%		1.47	%

Total expenses after fees waived and/or reimbursed and paid indirectly and excluding interest expense fees, and amortization of offering costs^(d)(e)		0.90	%		0.93	%		0.91	%		0.89	%		1.09	%

Net investment income to Common Shareholders		4.15	%		4.55	%		4.91	%		5.28	%		5.62	%


Supplemental Data
Net assets applicable to Common Shareholders, end of year (000)	$	454,276		$	481,212		$	467,334		$	477,758		$	505,367

VRDP Shares outstanding at $100,000 liquidation value, end of year (000)	$	176,600		$	176,600		$	176,600		$	176,600		$	176,600

Asset coverage per VRDP Shares at $100,000 liquidation value, end of year	$	357,235		$	372,487		$	364,628		$	370,531		$	386,165

Borrowings outstanding, end of year (000)	$	129,475		$	134,198		$	139,144		$	119,144		$	112,111

Portfolio turnover rate		18	%		21	%		20	%		13	%		10	%

^(a)	Based on average Common Shares outstanding.

^(b)	Distributions for annual periods determined in accordance with U.S. federal income tax regulations.

^(c)	Total returns based on market price, which can be significantly greater or less than the net asset value, may result in substantially different returns. Where applicable, excludes the effects of any sales charges and assumes the reinvestment of distributions at actual reinvestment prices.

^(d)	Interest expense, fees and amortization of offering costs related to TOBs and/or VRDP Shares. See Note 4 and Note 10 of the Notes to Financial Statements for details.

^(e)	The total expense ratio after fees waived and/or reimbursed and excluding interest expense, fees, amortization of offering costs, liquidity and remarketing fees as follows:


	Year Ended April 30,
	2020			2019			2018			2017			2016
Expense ratios		0.90	%		0.93	%		0.91	%		0.89	%		0.92	%

See notes to financial statements.


FINANCIAL HIGHLIGHTS			41

Financial Highlights (continued)

(For a share outstanding throughout each period)


	MQT
	Year Ended April 30,
	2020			2019			2018			2017			2016

Net asset value, beginning of year	$	13.77		$	13.37		$	13.69		$	14.45		$	14.18

Net investment income^(a)		0.57			0.60			0.66			0.73			0.79
Net realized and unrealized gain (loss)		(0.78	)		0.39			(0.29	)		(0.74	)		0.30

Net increase (decrease) from investment operations		(0.21	)		0.99			0.37			(0.01	)		1.09

Distributions to Common Shareholders from net investment income^(b)		(0.54	)		(0.59	)		(0.69	)		(0.75	)		(0.82	)


Net asset value, end of year	$	13.02		$	13.77		$	13.37		$	13.69		$	14.45


Market price, end of year	$	11.99		$	12.26		$	11.98		$	12.94		$	14.33


Total Return Applicable to Common Shareholders^(c)
Based on net asset value		(1.41	)%		8.21	%		3.01	%		0.12	%		8.48	%

Based on market price		1.97	%		7.52	%		(2.35	)%		(4.57	)%		13.42	%


Ratios to Average Net Assets Applicable to Common Shareholders
Total expenses		2.29	%		2.59	%		2.10	%		1.79	%		1.48	%

Total expenses after fees waived and/or reimbursed		2.29	%		2.58	%		2.10	%		1.79	%		1.48	%

Total expenses after fees waived and/or reimbursed and excluding interest expense, fees and amortization of offering costs^(d)		0.92	%		0.95	%		0.92	%		0.90	%		0.91	%

Net investment income to Common Shareholders		4.04	%		4.47	%		4.75	%		5.13	%		5.60	%


Supplemental Data
Net assets applicable to Common Shareholders, end of year (000)	$	293,673		$	310,611		$	301,697		$	308,707		$	326,072

VMTP Shares outstanding at $100,000 liquidation value, end of year (000)	$	116,500		$	116,500		$	116,500		$	116,500		$	116,500

Asset coverage per VMTP Shares at $100,000 liquidation value, end of year	$	352,080		$	366,619		$	358,967		$	364,984		$	379,890

Borrowings outstanding, end of year (000)	$	82,178		$	90,517		$	87,513		$	72,634		$	75,273

Portfolio turnover rate		19	%		22	%		21	%		13	%		10	%

^(a)	Based on average Common Shares outstanding.

^(b)	Distributions for annual periods determined in accordance with U.S. federal income tax regulations.

^(c)	Total returns based on market price, which can be significantly greater or less than the net asset value, may result in substantially different returns. Where applicable, excludes the effects of any sales charges and assumes the reinvestment of distributions at actual reinvestment prices.

^(d)	Interest expense, fees and amortization of offering costs related to TOB Trusts and/or VMTP Shares. See Note 4 and Note 10 of the Notes to Financial Statements for details.

See notes to financial statements.


42		2020 BLACKROCK ANNUAL REPORT TO SHAREHOLDERS

Notes to Financial Statements

1.	*ORGANIZATION*

The following are registered under the Investment Company Act of 1940, as amended (the “1940 Act”), as closed-end management investment companies and are referred to herein collectively as the “Funds”, or individually as a “Fund”:


Fund Name	Herein Referred To As	Organized	Diversification Classification
BlackRock MuniYield Fund, Inc.	MYD	Maryland	Diversified
BlackRock MuniYield Quality Fund, Inc.	MQY	Maryland	Diversified
BlackRock MuniYield Quality Fund II, Inc.	MQT	Maryland	Diversified

The Boards of Directors of the Funds are collectively referred to throughout this report as the “Board of Directors” or the “Board,” and the directors thereof are collectively referred to throughout this report as “Directors”. The Funds determine and make available for publication the net asset values (“NAVs”) of their Common Shares on a daily basis.

The Funds, together with certain other registered investment companies advised by BlackRock Advisors, LLC (the “Manager”) or its affiliates, are included in a complex of non-index fixed-income mutual funds and all BlackRock-advised closed-end funds referred to as the BlackRock Fixed-Income Complex.

2.	*SIGNIFICANT ACCOUNTING POLICIES*

The financial statements are prepared in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”), which may require management to make estimates and assumptions that affect the reported amounts of assets and liabilities in the financial statements, disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of increases and decreases in net assets from operations during the reporting period. Actual results could differ from those estimates. Each Fund is considered an investment company under U.S. GAAP and follows the accounting and reporting guidance applicable to investment companies. Below is a summary of significant accounting policies:

Investment Transactions and Income Recognition: For financial reporting purposes, investment transactions are recorded on the dates the transactions are executed. Realized gains and losses on investment transactions are determined on the identified cost basis. Dividend income is recorded on the ex-dividend date. Interest income, including amortization and accretion of premiums and discounts on debt securities, is recognized on an accrual basis.

Segregation and Collateralization: In cases where a Fund enters into certain investments (e.g., futures contracts) or certain borrowings (e.g., TOB Trust transactions) that would be treated as “senior securities” for 1940 Act purposes, a Fund may segregate or designate on its books and records cash or liquid assets having a market value at least equal to the amount of its future obligations under such investments or borrowings. Doing so allows the investment or borrowings to be excluded from treatment as a “senior security.” Furthermore, if required by an exchange or counterparty agreement, the Funds may be required to deliver/deposit cash and/or securities to/with an exchange, or broker-dealer or custodian as collateral for certain investments or obligations.

Distributions: Distributions from net investment income are declared monthly and paid monthly. Distributions of capital gains are recorded on the ex-dividend date and made at least annually. The character and timing of distributions are determined in accordance with U.S. federal income tax regulations, which may differ from U.S. GAAP.

Distributions to Preferred Shareholders are accrued and determined as described in Note 10.

Deferred Compensation Plan: Under the Deferred Compensation Plan (the “Plan”) approved by each Fund’s Board, the directors who are not “interested persons” of the Funds, as defined in the 1940 Act (“Independent Directors”), may defer a portion of their annual complex-wide compensation. Deferred amounts earn an approximate return as though equivalent dollar amounts had been invested in common shares of certain funds in the BlackRock Fixed-Income Complex selected by the Independent Directors. This has the same economic effect for the Independent Directors as if the Independent Directors had invested the deferred amounts directly in certain funds in the BlackRock Fixed-Income Complex.

The Plan is not funded and obligations thereunder represent general unsecured claims against the general assets of each Fund, as applicable. Deferred compensation liabilities are included in the Directors’ and Officer’s fees payable in the Statements of Assets and Liabilities and will remain as a liability of the Funds until such amounts are distributed in accordance with the Plan.

Recent Accounting Standards: The Funds have adopted Financial Accounting Standards Board Accounting Standards Update 2017-08 to amend the amortization period for certain purchased callable debt securities held at a premium. Under the new standard, the Funds have changed the amortization period for the premium on certain purchased callable debt securities with non-contingent call features to the earliest call date. In accordance with the transition provisions of the standard, the Funds applied the amendments on a modified retrospective basis beginning with the fiscal period ended April 30, 2020. The adjusted cost basis of securities at April 30, 2019, if applicable, are as follows:


MYD		$993,382,888
MQY		732,135,624
MQT		479,774,057

This change in accounting policy has been made to comply with the newly issued accounting standard and had no impact on accumulated earnings (loss) or the NAV of the Funds.

Indemnifications: In the normal course of business, a Fund enters into contracts that contain a variety of representations that provide general indemnification. A Fund’s maximum exposure under these arrangements is unknown because it involves future potential claims against a Fund, which cannot be predicted with any certainty.


NOTES TO FINANCIAL STATEMENTS			43

Notes to Financial Statements (continued)

Other: Expenses directly related to a Fund are charged to that Fund. Other operating expenses shared by several funds, including other funds managed by the Manager, are prorated among those funds on the basis of relative net assets or other appropriate methods.

3.	*INVESTMENT VALUATION AND FAIR VALUE MEASUREMENTS*

Investment Valuation Policies: The Funds’ investments are valued at fair value (also referred to as “market value” within the financial statements) as of the close of trading on the New York Stock Exchange (“NYSE”) (generally 4:00 p.m., Eastern time). U.S. GAAP defines fair value as the price the Funds would receive to sell an asset or pay to transfer a liability in an orderly transaction between market participants at the measurement date. The Funds determine the fair values of their financial instruments using various independent dealers or pricing services under policies approved by the Board. If a security’s market price is not readily available or does not otherwise accurately represent the fair value of the security, the security will be valued in accordance with a policy approved by the Board as reflecting fair value. The BlackRock Global Valuation Methodologies Committee (the “Global Valuation Committee”) is the committee formed by management to develop global pricing policies and procedures and to oversee the pricing function for all financial instruments.

Fair Value Inputs and Methodologies: The following methods and inputs are used to establish the fair value of each Fund’s assets and liabilities:

•

Municipal investments (including commitments to purchase such investments on a “when-issued” basis) are valued on the basis of prices provided by dealers or pricing services. In determining the value of a particular investment, pricing services may use certain information with respect to transactions in such investments, quotations from dealers, pricing matrixes, market transactions in comparable investments and information with respect to various relationships between investments.

•

Investments in open-end U.S. mutual funds are valued at NAV each business day.

•

Futures contracts traded on exchanges are valued at their last sale price.

If events (e.g., a company announcement, market volatility or a natural disaster) occur that are expected to materially affect the value of such investments, or in the event that the application of these methods of valuation results in a price for an investment that is deemed not to be representative of the market value of such investment, or if a price is not available, the investment will be valued by the Global Valuation Committee, or its delegate, in accordance with a policy approved by the Board as reflecting fair value (“Fair Valued Investments”). The fair valuation approaches that may be used by the Global Valuation Committee will include market approach, income approach and cost approach. Valuation techniques such as discounted cash flow, use of market comparables and matrix pricing are types of valuation approaches and are typically used in determining fair value. When determining the price for Fair Valued Investments, the Global Valuation Committee, or its delegate, seeks to determine the price that each Fund might reasonably expect to receive or pay from the current sale or purchase of that asset or liability in an arm’s-length transaction. Fair value determinations shall be based upon all available factors that the Global Valuation Committee, or its delegate, deems relevant and consistent with the principles of fair value measurement. The pricing of all Fair Valued Investments is subsequently reported to the Board or a committee thereof on a quarterly basis.

Fair Value Hierarchy: Various inputs are used in determining the fair value of investments and derivative financial instruments. These inputs to valuation techniques are categorized into a fair value hierarchy consisting of three broad levels for financial statement purposes as follows:

•

Level 1 — Unadjusted price quotations in active markets/exchanges for identical assets or liabilities that each Fund has the ability to access

•

Level 2 — Other observable inputs (including, but not limited to, quoted prices for similar assets or liabilities in markets that are active, quoted prices for identical or similar assets or liabilities in markets that are not active, inputs other than quoted prices that are observable for the assets or liabilities (such as interest rates, yield curves, volatilities, prepayment speeds, loss severities, credit risks and default rates) or other market–corroborated inputs)

•

Level 3 — Unobservable inputs based on the best information available in the circumstances, to the extent observable inputs are not available (including the Global Valuation Committee’s assumptions used in determining the fair value of investments and derivative financial instruments)

The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). Accordingly, the degree of judgment exercised in determining fair value is greatest for instruments categorized in Level 3. The inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, for disclosure purposes, the fair value hierarchy classification is determined based on the lowest level input that is significant to the fair value measurement in its entirety. Investments classified within Level 3 have significant unobservable inputs used by the Global Valuation Committee in determining the price for Fair Valued Investments. Level 3 investments include equity or debt issued by privately held companies or funds. There may not be a secondary market, and/or there are a limited number of investors. The categorization of a value determined for investments and derivative financial instruments is based on the pricing transparency of the investments and derivative financial instruments and is not necessarily an indication of the risks associated with investing in those securities.

4.	*SECURITIES AND OTHER INVESTMENTS*

Zero-Coupon Bonds: Zero-coupon bonds are normally issued at a significant discount from face value and do not provide for periodic interest payments. These bonds may experience greater volatility in market value than other debt obligations of similar maturity which provide for regular interest payments.

Forward Commitments, When-Issued and Delayed Delivery Securities: Certain funds may purchase securities on a when-issued basis and may purchase or sell securities on a forward commitment basis. Settlement of such transactions normally occurs within a month or more after the purchase or sale commitment is made. A fund may purchase securities under such conditions with the intention of actually acquiring them, but may enter into a separate agreement to sell the securities before the settlement date. Since the value of securities purchased may fluctuate prior to settlement, a fund may be required to pay more at settlement than the security is worth. In addition, a fund is not entitled to any of the interest earned prior to settlement. When purchasing a security on a delayed delivery basis, a fund assumes the rights and risks of ownership of the security, including the risk of price and yield fluctuations. In the event of default by the counterparty, a fund’s maximum amount of loss is the unrealized appreciation of unsettled when-issued transactions.


44		2020 BLACKROCK ANNUAL REPORT TO SHAREHOLDERS

Notes to Financial Statements (continued)

Municipal Bonds Transferred to TOB Trusts: Certain funds leverage their assets through the use of “TOB Trust” transactions. The funds transfer municipal bonds into a special purpose trust (a “TOB Trust”). A TOB Trust issues two classes of beneficial interests: short-term floating rate interests (“TOB Trust Certificates”), which are sold to third party investors, and residual inverse floating rate interests (“TOB Residuals”), which are issued to the participating funds that contributed the municipal bonds to the TOB Trust. The TOB Trust Certificates have interest rates that reset weekly and their holders have the option to tender such certificates to the TOB Trust for redemption at par and any accrued interest at each reset date. The TOB Residuals held by a fund provide the fund with the right to cause the holders of a proportional share of the TOB Trust Certificates to tender their certificates to the TOB Trust at par plus accrued interest. The funds may withdraw a corresponding share of the municipal bonds from the TOB Trust. Other funds managed by the investment adviser may also contribute municipal bonds to a TOB Trust into which a fund has contributed bonds. If multiple BlackRock-advised funds participate in the same TOB Trust, the economic rights and obligations under the TOB Residuals will be shared among the funds ratably in proportion to their participation in the TOB Trust.

TOB Trusts are supported by a liquidity facility provided by a third party bank or other financial institution (the “Liquidity Provider”) that allows the holders of the TOB Trust Certificates to tender their certificates in exchange for payment of par plus accrued interest on any business day. The tendered TOB Trust Certificates are remarketed by a Remarketing Agent. In the event of a failed remarketing, the TOB Trust may draw upon a loan from the Liquidity Provider to purchase the tendered TOB Trust Certificates. Any loans made by the Liquidity Provider will be secured by the purchased TOB Trust Certificates held by the TOB Trust and will be subject to an increased interest rate based on number of days the loan is outstanding.

The TOB Trust may be collapsed without the consent of a fund, upon the occurrence of a termination event as defined in the TOB Trust agreement. Upon the occurrence of a termination event, a TOB Trust would be liquidated with the proceeds applied first to any accrued fees owed to the trustee of the TOB Trust, the Remarketing Agent and the Liquidity Provider. Upon certain termination events, TOB Trust Certificates holders will be paid before the TOB Residuals holders (i.e., the Funds) whereas in other termination events, TOB Trust Certificates holders and TOB Residuals holders will be paid pro rata.

While a fund’s investment policies and restrictions expressly permit investments in inverse floating rate securities, such as TOB Residuals, they restrict the ability of a fund to borrow money for purposes of making investments. The funds’ management believes that a fund’s restrictions on borrowings do not apply to the funds’ TOB Trust transactions. Each fund’s transfer of the municipal bonds to a TOB Trust is considered a secured borrowing for financial reporting purposes. The cash received by the TOB Trust from the sale of the TOB Trust Certificates, less certain transaction expenses, is paid to a fund. A fund typically invests the cash received in additional municipal bonds.

Accounting for TOB Trusts: The municipal bonds deposited into a TOB Trust are presented in a fund’s Schedules of Investments and the TOB Trust Certificates are shown in Other Liabilities in the Statements of Assets and Liabilities. Any loans drawn by the TOB Trust pursuant to the liquidity facility to purchase tendered TOB Trust Certificates are shown as Loan for TOB Trust Certificates. The carrying amount of a fund’s payable to the holder of the TOB Trust Certificates or the Liquidity Provider, as reported in the Statements of Assets and Liabilities as TOB Trust Certificates or Loan for TOB Trust Certificates, approximates its fair value.

Interest income, including amortization and accretion of premiums and discounts, from the underlying municipal bonds is recorded by a fund on an accrual basis. Interest expense incurred on the TOB Trust transaction and other expenses related to remarketing, administration, trustee, liquidity and other services to a TOB Trust are shown as interest expense, fees and amortization of offering costs in the Statements of Operations. Fees paid upon creation of the TOB Trust are recorded as debt issuance costs and are amortized to interest expense, fees and amortization of offering costs in the Statements of Operations to the expected maturity of the TOB Trust. In connection with the restructurings of the TOB Trusts to non-bank sponsored TOB Trusts, a fund incurred non-recurring, legal and restructuring fees, which are recorded as interest expense, fees and amortization of deferred offering costs in the Statements of Operations. Amounts recorded within interest expense, fees and amortization of offering costs in the Statements of Operations are:


	Interest Expense		Liquidity Fees		Other Expenses		Total
MYD	$	1,946,820	$	563,281	$	188,758	$	2,698,859
MQY		1,956,144		559,993		190,408		2,706,545
MQT		1,305,354		377,396		125,793		1,808,543

For the year ended April 30, 2020, the following table is a summary of each Fund’s TOB Trusts:


	Underlying Municipal Bonds Transferred to TOB Trusts^(a)		Liability for TOB Trust Certificates^(b)		Range of Interest Rates on TOB Trust Certificates at Period End			Average TOB Trust Certificates Outstanding		Daily Weighted Average Rate of Interest and Other Expenses on TOB Trusts
MYD	$	241,436,365	$	147,785,028		0.16% — 0.73	%	$	134,473,758		2.00	%
MQY		225,615,879		127,099,870		0.19 — 0.72			132,817,930		2.03
MQT		142,779,916		79,138,101		0.25 — 0.72			88,080,409		2.04

^(a)

The municipal bonds transferred to a TOB Trust are generally high grade municipal bonds. In certain cases, when municipal bonds transferred are lower grade municipal bonds, the TOB Trust transaction may include a credit enhancement feature that provides for the timely payment of principal and interest on the bonds to the TOB Trust by a credit enhancement provider in the event of default of the municipal bond. The TOB Trust would be responsible for the payment of the credit enhancement fee and the funds, as TOB Residuals holders, would be responsible for reimbursement of any payments of principal and interest made by the credit enhancement provider. The maximum potential amounts owed by the funds, for such reimbursements, as applicable, are included in the maximum potential amounts disclosed for recourse TOB Trusts.

^(b)

TOB Trusts may be structured on a non-recourse or recourse basis. When a Fund invests in TOB Trusts on a non-recourse basis, the Liquidity Provider may be required to make a payment under the liquidity facility to allow the TOB Trust to repurchase TOB Trust Certificates. The Liquidity Provider will be reimbursed from the liquidation of bonds held in the TOB Trust. If a fund invests in a TOB Trust on a recourse basis, a fund enters into a reimbursement agreement with the Liquidity Provider where a fund is required to reimburse the Liquidity Provider for any shortfall between the amount paid by the Liquidity Provider and proceeds received from liquidation of municipal bonds held in the TOB Trust (the


NOTES TO FINANCIAL STATEMENTS			45

Notes to Financial Statements (continued)

“Liquidation Shortfall”). As a result, if a fund invests in a recourse TOB Trust, the fund will bear the risk of loss with respect to any Liquidation Shortfall. If multiple funds participate in any such TOB Trust, these losses will be shared ratably, including the maximum potential amounts owed by a fund at April 30, 2020, in proportion to their participation in the TOB Trust. The recourse TOB Trusts are identified in the Schedules of Investments including the maximum potential amounts owed by a fund at April 30, 2020.

For the year ended April 30, 2020, the following table is a summary of each Fund’s Loan for TOB Trust Certificates:


	Loans Outstanding at Period End		Range of Interest Rates on Loans at Period End			Average Loans Outstanding		Daily Weighted Average Rate of Interest and Other Expenses on Loans
MYD	$	—		—	%	$	191,719		0.70	%
MQY		2,375,000		0.12			296,927		0.71
MQT		3,040,000		0.12 — 0.18			368,844		0.71

5.	*DERIVATIVE FINANCIAL INSTRUMENTS*

The Funds engage in various portfolio investment strategies using derivative contracts both to increase the returns of the Funds and/or to manage their exposure to certain risks such as credit risk, equity risk, interest rate risk, foreign currency exchange rate risk, commodity price risk or other risks (e.g., inflation risk). Derivative financial instruments categorized by risk exposure are included in the Schedules of Investments. These contracts may be transacted on an exchange or over-the-counter (“OTC”).

Futures Contracts: Futures contracts are purchased or sold to gain exposure to, or manage exposure to, changes in interest rates (interest rate risk) and changes in the value of equity securities (equity risk) or foreign currencies (foreign currency exchange rate risk).

Futures contracts are agreements between the Funds and a counterparty to buy or sell a specific quantity of an underlying instrument at a specified price and on a specified date. Depending on the terms of a contract, it is settled either through physical delivery of the underlying instrument on the settlement date or by payment of a cash amount on the settlement date. Upon entering into a futures contract, the Funds are required to deposit initial margin with the broker in the form of cash or securities in an amount that varies depending on a contract’s size and risk profile. The initial margin deposit must then be maintained at an established level over the life of the contract. Amounts pledged, which are considered restricted, are included in cash pledged for futures contracts in the Statements of Assets and Liabilities.

Securities deposited as initial margin are designated in the Schedules of Investments and cash deposited, if any, are shown as cash pledged for futures contracts in the Statements of Assets and Liabilities. Pursuant to the contract, the Funds agree to receive from or pay to the broker an amount of cash equal to the daily fluctuation in market value of the contract (“variation margin”). Variation margin is recorded as unrealized appreciation (depreciation) and, if any, shown as variation margin receivable (or payable) on futures contracts in the Statements of Assets and Liabilities. When the contract is closed, a realized gain or loss is recorded in the Statements of Operations equal to the difference between the notional amount of the contract at the time it was opened and the notional amount at the time it was closed. The use of futures contracts involves the risk of an imperfect correlation in the movements in the price of futures contracts and interest, foreign currency exchange rates or underlying assets.

6.	*INVESTMENT ADVISORY AGREEMENT AND OTHER TRANSACTIONS WITH AFFILIATES*

Investment Advisory: Each Fund entered into an Investment Advisory Agreement with the Manager, the Funds’ investment adviser and an indirect, wholly-owned subsidiary of BlackRock, Inc. (“BlackRock”), to provide investment advisory and administrative services. The Manager is responsible for the management of each Fund’s portfolio and provides the personnel, facilities, equipment and certain other services necessary to the operations of each Fund.

For such services, each Fund pays the Manager a monthly fee at an annual rate equal to 0.50% of the average daily value of each Fund’s net assets.

For purposes of calculating these fees, “net assets” mean the total assets of the Fund minus the sum of its accrued liabilities (which does not include liabilities represented by TOB Trusts and the liquidation preference of any outstanding preferred shares). It is understood that the liquidation preference of any outstanding preferred stock (other than accumulated dividends) and TOB Trusts is not considered a liability in determining a Fund’s net asset value.

Waivers: With respect to each Fund, the Manager contractually agreed to waive its investment advisory fees by the amount of investment advisory fees each Fund pays to the Manager indirectly through its investment in affiliated money market funds (the “affiliated money market fund waiver”) through June 30, 2021. The contractual agreement may be terminated upon 90 days’ notice by a majority of the Independent Directors, or by a vote of a majority of the outstanding voting securities of a Fund. Prior to December 1, 2019, this waiver was voluntary. These amounts are included in fees waived and/or reimbursed by the Manager in the Statements of Operations. For the year ended April 30, 2020, the amounts waived were as follows:


	MYD		MQY		MQT
Amounts waived	$	19,059	$	1,384	$	1,163

The Manager contractually agreed to waive its investment advisory fee with respect to any portion of each Fund’s assets invested in affiliated equity and fixed-income mutual funds and affiliated exchange-traded funds that have a contractual management fee through June 30, 2021. The agreement can be renewed for annual periods thereafter, and may be terminated on 90 days’ notice, each subject to approval by a majority of the Funds’ Independent Directors. For the year ended April 30, 2020, there were no fees waived and/or reimbursed by the Manager pursuant to this agreement.

Directors and Officers: Certain directors and/or officers of the Funds are directors and/or officers of BlackRock or its affiliates. The Funds reimburse the Manager for a portion of the compensation paid to the Funds’ Chief Compliance Officer, which is included in Directors and Officer in the Statements of Operations.


46		2020 BLACKROCK ANNUAL REPORT TO SHAREHOLDERS

Notes to Financial Statements (continued)

7.	*PURCHASES AND SALES*

For the year ended April 30, 2020, purchases and sales of investments, excluding short-term securities, were as follows:


	MYD		MQY		MQT
Purchases	$	203,948,806	$	143,273,103	$	99,315,997
Sales		217,290,159		154,325,574		110,730,362

8.	*INCOME TAX INFORMATION*

It is each Fund’s policy to comply with the requirements of the Internal Revenue Code of 1986, as amended, applicable to regulated investment companies, and to distribute substantially all of its taxable income to its shareholders. Therefore, no U.S. federal income tax provision is required.

Each Fund files U.S. federal and various state and local tax returns. No income tax returns are currently under examination. The statute of limitations on each Fund’s U.S. federal tax returns generally remains open for each of the four years ended April 30, 2020. The statutes of limitations on each Fund’s state and local tax returns may remain open for an additional year depending upon the jurisdiction.

Management has analyzed tax laws and regulations and their application to the Funds as of April 30, 2020, inclusive of the open tax return years, and does not believe that there are any uncertain tax positions that require recognition of a tax liability in the Funds’ financial statements.

U.S. GAAP requires that certain components of net assets be adjusted to reflect permanent differences between financial and tax reporting. These reclassifications have no effect on net assets or NAVs per share. As of period end, the following permanent differences attributable to non-deductible expenses were reclassified to the following accounts:


	MYD			MQY			MQT
Paid-in capital .	$	(15,903	)	$	(10,337	)	$	(8	)
Accumulated earnings		15,903			10,337			8

The tax character of distributions paid was as follows:


	MYD		MQY		MQT
Tax-exempt income^(a)
4/30/2020	$	37,561,237	$	23,378,717	$	14,617,033
4/30/2019		39,846,708		25,214,346		16,192,883
Ordinary income^(b)
4/30/2020		13,836		56,707		9,929
4/30/2019		47,520		148,431		103,672
Long-term capital gains^(c)
4/30/2020		—		—		—
4/30/2019		—		649,471		—

Total
4/30/2020	$	37,575,073	$	23,435,424	$	14,626,962

4/30/2019	$	39,894,228	$	26,012,248	$	16,296,555

^(a)

The Funds designate these amounts paid during the fiscal year ended April 30, 2020, as exempt-interest dividends.

^(b)

Ordinary income consists primarily of taxable income recognized from market discount. Additionally, all ordinary income distributions are comprised of interest-related dividends for non-U.S. residents and are eligible for exemption from U.S. withholding tax for nonresident aliens and foreign corporations.

^(c)

The Funds designate these amounts paid during the fiscal year ended April 30, 2020, as 20% rate long-term capital gain dividends.

As of period end, the tax components of accumulated earnings were as follows:


	MYD			MQY			MQT
Undistributed tax-exempt income	$	—		$	1,301,830		$	754,329
Undistributed ordinary income		1,019			674			842
Non-expiring capital loss carryforwards^(a)		(17,013,652	)		(11,376,577	)		(7,930,445	)
Net unrealized gains^(b)		18,286,162			33,786,425			21,371,878

	$	1,273,529		$	23,712,352		$	14,196,604

^(a)

Amounts available to offset future realized capital gains.

^(b)

The differences between book-basis and tax-basis net unrealized gains were attributable primarily to the tax deferral of losses on wash sales and straddles, amortization and accretion methods of premiums and discounts on fixed income securities, the realization for tax purposes of unrealized losses on certain futures contracts, the accrual of income on securities in default, the deferral of compensation to Directors and the treatment of residual interests in tender option bond trusts.


NOTES TO FINANCIAL STATEMENTS			47

Notes to Financial Statements (continued)

As of April 30, 2020, gross unrealized appreciation and depreciation for investments and derivatives based on cost for U.S. federal income tax purposes were as follows:


	MYD			MQY			MQT
Tax cost.	$	846,645,373		$	591,161,272		$	385,044,632

Gross unrealized appreciation	$	45,798,222		$	44,601,540		$	27,940,017
Gross unrealized depreciation		(25,833,183	)		(10,580,920	)		(6,568,138	)

Net unrealized appreciation	$	19,965,039		$	34,020,620		$	21,371,879

9.	*PRINCIPAL RISKS*

Many municipalities insure repayment of their bonds, which may reduce the potential for loss due to credit risk. The market value of these bonds may fluctuate for other reasons, including market perception of the value of such insurance, and there is no guarantee that the insurer will meet its obligation.

Inventories of municipal bonds held by brokers and dealers may decrease, which would lessen their ability to make a market in these securities. Such a reduction in market making capacity could potentially decrease a Fund’s ability to buy or sell bonds. As a result, a Fund may sell a security at a lower price, sell other securities to raise cash, or give up an investment opportunity, any of which could have a negative impact on performance. If a Fund needed to sell large blocks of bonds, those sales could further reduce the bonds’ prices and impact performance.

In the normal course of business, certain Funds invest in securities or other instruments and may enter into certain transactions, and such activities subject each Fund to various risks, including among others, fluctuations in the market (market risk) or failure of an issuer to meet all of its obligations. The value of securities or other instruments may also be affected by various factors, including, without limitation: (i) the general economy; (ii) the overall market as well as local, regional or global political and/or social instability; (iii) regulation, taxation or international tax treaties between various countries; or (iv) currency, interest rate and price fluctuations. Local, regional or global events such as war, acts of terrorism, the spread of infectious illness or other public health issues, recessions, or other events could have a significant impact on the Funds and their investments.

Each Fund may be exposed to prepayment risk, which is the risk that borrowers may exercise their option to prepay principal earlier than scheduled during periods of declining interest rates, which would force each Fund to reinvest in lower yielding securities. Each Fund may also be exposed to reinvestment risk, which is the risk that income from each Fund’s portfolio will decline if each Fund invests the proceeds from matured, traded or called fixed-income securities at market interest rates that are below each Fund portfolio’s current earnings rate.

The Funds may hold a significant amount of bonds subject to calls by the issuers at defined dates and prices. When bonds are called by issuers and the Funds reinvest the proceeds received, such investments may be in securities with lower yields than the bonds originally held, and correspondingly, could adversely impact the yield and total return performance of a Fund.

A Fund structures and “sponsors” the TOB Trusts in which it holds TOB Residuals and has certain duties and responsibilities, which may give rise to certain additional risks including, but not limited to, compliance, securities law and operational risks.

Should short-term interest rates rise, the Funds’ investments in the TOB Trusts may adversely affect the Funds’ net investment income and dividends to Common Shareholders. Also, fluctuations in the market value of municipal bonds deposited into the TOB Trust may adversely affect the Funds’ NAVs per share.

The U.S. Securities and Exchange Commission (“SEC”) and various federal banking and housing agencies have adopted credit risk retention rules for securitizations (the “Risk Retention Rules”). The Risk Retention Rules would require the sponsor of a TOB Trust to retain at least 5% of the credit risk of the underlying assets supporting the TOB Trust’s municipal bonds. The Risk Retention Rules may adversely affect the Funds’ ability to engage in TOB Trust transactions or increase the costs of such transactions in certain circumstances.

TOB Trusts constitute an important component of the municipal bond market. Any modifications or changes to rules governing TOB Trusts may adversely impact the municipal market and the Funds, including through reduced demand for and liquidity of municipal bonds and increased financing costs for municipal issuers. The ultimate impact of any potential modifications on the TOB Trust market and the overall municipal market is not yet certain.

Each Fund may invest without limitation in illiquid or less liquid investments or investments in which no secondary market is readily available or which are otherwise illiquid, including private placement securities. A Fund may not be able to readily dispose of such investments at prices that approximate those at which a Fund could sell such investments if they were more widely traded and, as a result of such illiquidity, a Fund may have to sell other investments or engage in borrowing transactions if necessary to raise funds to meet its obligations. Limited liquidity can also affect the market price of investments, thereby adversely affecting a Fund’s net asset value and ability to make dividend distributions. Privately issued debt securities are often of below investment grade quality, frequently are unrated and present many of the same risks as investing in below investment grade public debt securities.

An outbreak of respiratory disease caused by a novel coronavirus has developed into a global pandemic and has resulted in closing borders, quarantines, disruptions to supply chains and customer activity, as well as general concern and uncertainty. The impact of this pandemic, and other global health crises that may arise in the future, could affect the economies of many nations, individual companies and the market in general in ways that cannot necessarily be foreseen at the present time. This pandemic may result in substantial market volatility and may adversely impact the prices and liquidity of a fund’s investments. The impact of the pandemic may be short term or may last for an extended period of time.

Counterparty Credit Risk: The Funds may be exposed to counterparty credit risk, or the risk that an entity may fail to or be unable to perform on its commitments related to unsettled or open transactions. The Funds manage counterparty credit risk by entering into transactions only with counterparties that the Manager believes have the financial resources to honor their obligations and by monitoring the financial stability of those counterparties. Financial assets, which potentially expose the Funds to


48		2020 BLACKROCK ANNUAL REPORT TO SHAREHOLDERS

Notes to Financial Statements (continued)

market, issuer and counterparty credit risks, consist principally of financial instruments and receivables due from counterparties. The extent of the Funds’ exposure to market, issuer and counterparty credit risks with respect to these financial assets is approximately their value recorded in the Statements of Assets and Liabilities, less any collateral held by the Funds.

A derivative contract may suffer a mark-to-market loss if the value of the contract decreases due to an unfavorable change in the market rates or values of the underlying instrument. Losses can also occur if the counterparty does not perform under the contract.

With exchange-traded futures, there is less counterparty credit risk to the Funds since the exchange or clearinghouse, as counterparty to such instruments, guarantees against a possible default. The clearinghouse stands between the buyer and the seller of the contract; therefore, credit risk is limited to failure of the clearinghouse. While offset rights may exist under applicable law, a Fund does not have a contractual right of offset against a clearing broker or clearinghouse in the event of a default (including the bankruptcy or insolvency). Additionally, credit risk exists in exchange-traded futures with respect to initial and variation margin that is held in a clearing broker’s customer accounts. While clearing brokers are required to segregate customer margin from their own assets, in the event that a clearing broker becomes insolvent or goes into bankruptcy and at that time there is a shortfall in the aggregate amount of margin held by the clearing broker for all its clients, typically the shortfall would be allocated on a pro rata basis across all the clearing broker’s customers, potentially resulting in losses to the Funds.

Concentration Risk: As of period end, the Funds have invested a significant portion of their assets in securities in the transportation sector. Changes in economic conditions affecting such sector would have a greater impact on Funds and could affect the value, income and/or liquidity of positions in such securities.

The Funds invest a significant portion of their assets in fixed-income securities and/or use derivatives tied to the fixed-income markets. Changes in market interest rates or economic conditions may affect the value and/or liquidity of such investments. Interest rate risk is the risk that prices of bonds and other fixed-income securities will increase as interest rates fall and decrease as interest rates rise. The Funds may be subject to a greater risk of rising interest rates due to the current period of historically low rates.

10.

CAPITAL SHARE TRANSACTIONS

Each Fund is authorized to issue 200 million shares, all of which were initially classified as Common Shares. The par value for each Fund’s Common Shares is $0.10. The par value for each Fund’s Preferred Shares outstanding is $0.10. The Board is authorized, however, to reclassify any unissued Common Shares to Preferred Shares without the approval of Common Shareholders.

Common Shares

For the period shown, shares issued and outstanding increased by the following amounts as a result of dividend reinvestment:


Year Ended April 30,	MYD
2020		28,844
2019		—

For the year ended April 30, 2020 and the year ended April 30, 2019, shares issued and outstanding remained constant for MQY and MQT.

The Funds participate in an open market share repurchase program (the “Repurchase Program”). From December 1, 2018 through November 30, 2019, each Fund may repurchase up to 5% of its outstanding common shares under the Repurchase Program, based on common shares outstanding as of the close of business on November 30, 2018, subject to certain conditions. From December 1, 2019 through November 30, 2020, each Fund may repurchase up to 5% of its outstanding common shares under the Repurchase Program, based on common shares outstanding as of the close of business on November 30, 2019, subject to certain conditions. There is no assurance that the Funds will purchase shares in any particular amounts. For the year ended April 30, 2020, the Funds did not repurchase any shares.

Preferred Shares

A Fund’s Preferred Shares rank prior to its Common Shares as to the payment of dividends by the Fund and distribution of assets upon dissolution or liquidation of the Fund. The 1940 Act prohibits the declaration of any dividend on Common Shares or the repurchase of Common Shares if the Fund fails to maintain asset coverage of at least 200% of the liquidation preference of the Fund’s outstanding Preferred Shares. In addition, pursuant to the Preferred Shares’ governing instruments, a Fund is restricted from declaring and paying dividends on classes of shares ranking junior to or on parity with its Preferred Shares or repurchasing such shares if the Fund fails to declare and pay dividends on the Preferred Shares, redeem any Preferred Shares required to be redeemed under the Preferred Shares’ governing instruments or comply with the basic maintenance amount requirement of the ratings agencies rating the Preferred Shares.

Holders of Preferred Shares have voting rights equal to the voting rights of holders of Common Shares (one vote per share) and vote together with holders of Common Shares (one vote per share) as a single class on certain matters. Holders of Preferred Shares, voting as a separate class, are also entitled to (i) elect two members of the Board, (ii) elect the full Board if dividends on the Preferred Shares are not paid for a period of two years and (iii) a separate class vote to amend the Preferred Share governing documents. In addition, the 1940 Act requires the approval of the holders of a majority of any outstanding Preferred Shares, voting as a separate class, to (a) adopt any plan of reorganization that would adversely affect the Preferred Shares, (b) change a Fund’s sub-classification as a closed-end investment company or change its fundamental investment restrictions or (c) change its business so as to cease to be an investment company.


NOTES TO FINANCIAL STATEMENTS			49

Notes to Financial Statements (continued)

VRDP Shares

MYD and MQY (for purposes of this section, a “VRDP Fund”), have issued Series W-7 VRDP Shares, $100,000 liquidation preference per share, in one or more privately negotiated offerings to qualified institutional buyers as defined pursuant to Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”). The VRDP Shares include a liquidity feature and may be subject to a special rate period. As of period end, the VRDP Shares outstanding were as follows:

Issue

Date

Shares

Issued

Aggregate

Principal

Maturity

Date

MYD

06/30/11

2,514

251,400,000

07/01/41

MQY

09/15/11

1,766

176,600,000

10/01/41

Redemption Terms: A VRDP Fund is required to redeem its VRDP Shares on the maturity date, unless earlier redeemed or repurchased. Six months prior to the maturity date, a VRDP Fund is required to begin to segregate liquid assets with the Fund’s custodian to fund the redemption. In addition, a VRDP Fund is required to redeem certain of its outstanding VRDP Shares if it fails to comply with certain asset coverage, basic maintenance amount or leverage requirements.

Subject to certain conditions, the VRDP Shares may also be redeemed, in whole or in part, at any time at the option of a VRDP Fund. The redemption price per VRDP Share is equal to the liquidation preference per share plus any outstanding unpaid dividends.

Liquidity Feature: VRDP Shares are subject to a fee agreement between the VRDP Fund and the liquidity provider that requires a per annum liquidity fee and, in some cases, an upfront or initial commitment fee, payable to the liquidity provider. These fees, if applicable, are shown as liquidity fees in the Statements of Operations. As of period end, the fee agreement is set to expire, unless renewed or terminated in advance, as follows:


	MYD		MQY
Expiration Date . . . . . . . . . . . . . . . . . . . . . .		04/15/21		04/15/21

The VRDP Shares are also subject to a purchase agreement in connection with the liquidity feature. In the event a purchase agreement is not renewed or is terminated in advance, and the VRDP Shares do not become subject to a purchase agreement with an alternate liquidity provider, the VRDP Shares will be subject to mandatory purchase by the liquidity provider prior to the termination of the purchase agreement. In the event of such mandatory purchase, a VRDP Fund is required to redeem the VRDP Shares six months after the purchase date. Immediately after such mandatory purchase, the VRDP Fund is required to begin to segregate liquid assets with its custodian to fund the redemption. There is no assurance that a VRDP Fund will replace such redeemed VRDP Shares with any other preferred shares or other form of leverage.

Remarketing: A VRDP Fund may incur remarketing fees on the aggregate principal amount of all its VRDP Shares, which, if any, are included in remarketing fees on Preferred Shares in the Statements of Operations. During any special rate period (as described below), a VRDP Fund may incur nominal or no remarketing fees.

Ratings: As of period end, the VRDP Shares were assigned the following ratings:


	Moody’s Long-term Rating		Fitch Long-term Rating
MYD		Aa1		AAA
MQY		Aa1		AAA

Any short-term ratings on VRDP Shares are directly related to the short-term ratings of the liquidity provider for such VRDP Shares. Changes in the credit quality of the liquidity provider could cause a change in the short-term credit ratings of the VRDP Shares as rated by Moody’s and Fitch. The liquidity provider may be terminated prior to the scheduled termination date if the liquidity provider fails to maintain short-term debt ratings in one of the two highest rating categories.

Special Rate Period: A VRDP Fund has commenced a “special rate period” with respect to its VRDP Shares, during which the VRDP Shares will not be subject to any remarketing and the dividend rate will be based on a predetermined methodology. During a special rate period, short-term ratings on VRDP Shares are withdrawn. As of period end, the following VRDP Funds have commenced or are set to commence a special rate period:


	Commencement Date		Expiration Date as of period ended April 30, 2020
MYD		04/17/14		04/15/21
MQY		10/22/15		04/15/21

Prior to the expiration date, the VRDP Fund and the VRDP Shares holder may mutually agree to extend the special rate period. If a special rate period is not extended, the VRDP Shares will revert to remarketable securities upon the termination of the special rate period and will be remarketed and available for purchase by qualified institutional investors.

During the special rate period: (i) the liquidity and fee agreements remain in effect, (ii) VRDP Shares remain subject to mandatory redemption by the VRDP Fund on the maturity date, (iii) VRDP Shares will not be remarketed or subject to optional or mandatory tender events, (iv) the VRDP Fund is required to comply with the same asset coverage, basic maintenance amount and leverage requirements for the VRDP Shares as is required when the VRDP Shares are not in a special rate period, (v) the VRDP Fund will pay dividends monthly based on the sum of an agreed upon reference rate and a percentage per annum based on the long-term ratings assigned to the VRDP Shares and (vi) the VRDP Fund will pay nominal or no fees to the liquidity provider and remarketing agent.


50		2020 BLACKROCK ANNUAL REPORT TO SHAREHOLDERS

Notes to Financial Statements (continued)

Dividends: Except during the Special Rate Period as described above, dividends on the VRDP Shares are payable monthly at a variable rate set weekly by the remarketing agent. Such dividend rates are generally based upon a spread over a base rate and cannot exceed a maximum rate. A change in the short-term credit rating of the liquidity provider or the VRDP Shares may adversely affect the dividend rate paid on such shares, although the dividend rate paid on the VRDP Shares is not directly based upon either short-term rating. In the event of a failed remarketing, the dividend rate of the VRDP Shares will be reset to a maximum rate. The maximum rate is determined based on, among other things, the long-term preferred share rating assigned to the VRDP Shares and the length of time that the VRDP Shares fail to be remarketed.

For the year ended April 30, 2020 the annualized dividend rates for the VRDP Shares were as follows:


	MYD			MQY
Rate		2.29	%		2.08	%

VMTP Shares

MQT (for purposes of this section, a “VMTP Fund”) has issued Series W-7 VMTP Shares, $100,000 liquidation preference per share, in one or more privately negotiated offerings to qualified institutional buyers as defined pursuant to Rule 144A under the Securities Act. The VMTP Shares are subject to certain restrictions on transfer, and a VMTP Fund may also be required to register its VMTP Shares for sale under the Securities Act under certain circumstances. As of period end, the VMTP Shares outstanding and assigned long-term ratings were as follows:

Issue

Date

Shares
Issued

Aggregate
Principal

Term
Redemption
Date

Moody’s
Rating

Fitch
Rating

MQT

12/16/2011

1,165

116,500,000

07/02/2021

Aa1

AAA

Redemption Terms: A VMTP Fund is required to redeem its VMTP Shares on the term redemption date, unless earlier redeemed or repurchased or unless extended. There is no assurance that a term will be extended further or that any VMTP Shares will be replaced with any other preferred shares or other form of leverage upon the redemption or repurchase of the VMTP Shares. Six months prior to the term redemption date, a VMTP Fund is required to begin to segregate liquid assets with its custodian to fund the redemption. In addition, a VMTP Fund is required to redeem certain of its outstanding VMTP Shares if it fails to comply with certain asset coverage, basic maintenance amount or leverage requirements.

Subject to certain conditions, VMTP Shares may be redeemed, in whole or in part, at any time at the option of the VMTP Fund. The redemption price per VMTP Share is equal to the liquidation preference per share plus any outstanding unpaid dividends.

Dividends: Dividends on the VMTP Shares are declared daily and payable monthly at a variable rate set weekly at a fixed rate spread to the Securities Industry and Financial Markets Association (“SIFMA”) Municipal Swap Index or to a percentage of the one-month LIBOR rate, as set forth in the VMTP Shares governing instrument. The fixed spread is determined based on the long-term preferred share rating assigned to the VMTP Shares by the ratings agencies then rating the VMTP Shares.

The dividend rate on VMTP Shares is subject to a step-up spread if the VMTP Fund fails to comply with certain provisions, including, among other things, the timely payment of dividends, redemptions or gross-up payments, and complying with certain asset coverage and leverage requirements.

For the year ended April 30, 2020, the average annualized dividend rate for the VMTP Shares was 2.18%.

For the year ended April 30, 2020, VMTP Shares issued and outstanding of MQT remained constant.

Offering Costs: The Funds incurred costs in connection with the issuance of VRDP and VMTP Shares, which were recorded as a direct deduction from the carrying value of the related debt liability and will be amortized over the life of the VRDP and VMTP Shares with the exception of any upfront fees paid by a VRDP Fund to the liquidity provider which, if any, were amortized over the life of the liquidity agreement. Amortization of these costs is included in interest expense, fees and amortization of offering costs in the Statements of Operations.

Financial Reporting: The VRDP and VMTP Shares are considered debt of the issuer; therefore, the liquidation preference, which approximates fair value of the VRDP and VMTP Shares, is recorded as a liability in the Statements of Assets and Liabilities net of deferred offering costs. Unpaid dividends are included in interest expense and fees payable in the Statements of Assets and Liabilities, and the dividends accrued and paid on the VRDP and VMTP Shares are included as a component of interest expense, fees and amortization of offering costs in the Statements of Operations. The VRDP and VMTP Shares are treated as equity for tax purposes. Dividends paid to holders of the VRDP and VMTP Shares are generally classified as tax-exempt income for tax-reporting purposes. Dividends and amortization of deferred offering costs on VRDP and VMTP Shares are included in interest expense, fees and amortization of offering costs in the Statements of Operations:


	Dividends Accrued		Deferred Offering Costs Amortization
MYD	$	5,759,249	$	15,903
MQY		3,671,816		10,098
MQT		2,535,869		—


NOTES TO FINANCIAL STATEMENTS			51

Notes to Financial Statements (continued)

11.

SUBSEQUENT EVENTS

Management’s evaluation of the impact of all subsequent events on the Funds’ financial statements was completed through the date the financial statements were issued and the following items were noted.

The Funds declared and paid distributions to Common Shareholders and Preferred Shareholders as follows:


	Common Dividend Per Share				Preferred Shares^(c)
	Paid^(a)		Declared^(b)		Shares		Series		Declared
MYD	$	0.056000	$	0.056000		VRDP		W-7	$	216,781
MQY		0.053000		0.060000		VRDP		W-7		152,281
MQT		0.044000		0.050000		VMTP		W-7		106,268

^(a)

Net investment income dividend paid on June 1, 2020 to Common Shareholders of record on May 15, 2020.

^(b)

Net investment income dividend declared on June 1, 2020 payable to Common Shareholders of record on June 15, 2020.

^(c)

Dividends declared for period May 1, 2020 to May 31, 2020.

On June 16, 2020, the Board of Directors or Trustees, as applicable, of BlackRock Maryland Municipal Bond Trust (BZM), BlackRock Massachusetts Tax-Exempt Trust (MHE), BlackRock MuniYield Arizona Fund, Inc. (MZA), BlackRock MuniYield Investment Fund (MYF), BlackRock MuniEnhanced Fund, Inc. (MEN) and the Board of Directors of MQY each approved the reorganizations of BZM, MHE, MZA, MYF and MEN with and into MQY. The reorganizations are expected to occur in or before the first quarter of 2021 and are subject to the approvals by each Fund’s shareholders and the satisfaction of customary closing conditions.


52		2020 BLACKROCK ANNUAL REPORT TO SHAREHOLDERS

Report of Independent Registered Public Accounting Firm

To the Shareholders and Board of Directors of BlackRock MuniYield Fund, Inc., BlackRock MuniYield Quality Fund, Inc., and BlackRock MuniYield Quality Fund II, Inc.:

Opinion on the Financial Statements and Financial Highlights

We have audited the accompanying statements of assets and liabilities of BlackRock MuniYield Fund, Inc., BlackRock MuniYield Quality Fund, Inc., and BlackRock MuniYield Quality Fund II, Inc. (the “Funds”), including the schedules of investments, as of April 30, 2020, the related statements of operations and cash flows for the year then ended, the statements of changes in net assets for each of the two years in the period then ended, the financial highlights for each of the five years in the period then ended, and the related notes. In our opinion, the financial statements and financial highlights present fairly, in all material respects, the financial position of the Funds as of April 30, 2020, and the results of their operations and their cash flows for the year then ended, the changes in their net assets for each of the two years in the period then ended, and the financial highlights for each of the five years in the period then ended, in conformity with accounting principles generally accepted in the United States of America.

Basis for Opinion

These financial statements and financial highlights are the responsibility of the Funds’ management. Our responsibility is to express an opinion on the Funds’ financial statements and financial highlights based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Funds in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements and financial highlights are free of material misstatement, whether due to error or fraud. The Funds are not required to have, nor were we engaged to perform, an audit of their internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting 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.

Our audits included performing procedures to assess the risks of material misstatement of the financial statements and financial highlights, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements and financial highlights. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements and financial highlights. Our procedures included confirmation of securities owned as of April 30, 2020, by correspondence with the custodian and brokers; when replies were not received from brokers, we performed other auditing procedures. We believe that our audits provide a reasonable basis for our opinion.

Deloitte & Touche LLP

Boston, Massachusetts

June 22, 2020

We have served as the auditor of one or more BlackRock investment companies since 1992.


REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM			53

Automatic Dividend Reinvestment Plan

Pursuant to each Fund’s Dividend Reinvestment Plan (the “Reinvestment Plan”), Common Shareholders are automatically enrolled to have all distributions of dividends and capital gains and other distributions reinvested by Computershare Trust Company, N.A. (the “Reinvestment Plan Agent”) in the respective Fund’s Common Shares pursuant to the Reinvestment Plan. Shareholders who do not participate in the Reinvestment Plan will receive all distributions in cash paid by check and mailed directly to the shareholders of record (or if the shares are held in street name or other nominee name, then to the nominee) by the Reinvestment Plan Agent, which serves as agent for the shareholders in administering the Reinvestment Plan.

After MYD, MQY and MQT declare a dividend or determine to make a capital gain or other distribution, the Reinvestment Plan Agent will acquire shares for the participants’ accounts, depending upon the following circumstances, either (i) through receipt of unissued but authorized shares from the Funds (“newly issued shares”) or (ii) by purchase of outstanding shares on the open market or on the Fund’s primary exchange (“open-market purchases”). If, on the dividend payment date, the net asset value per share (“NAV”) is equal to or less than the market price per share plus estimated brokerage commissions (such condition often referred to as a “market premium”), the Reinvestment Plan Agent will invest the dividend amount in newly issued shares acquired on behalf of the participants. The number of newly issued shares to be credited to each participant’s account will be determined by dividing the dollar amount of the dividend by the NAV on the date the shares are issued. However, if the NAV is less than 95% of the market price on the dividend payment date, the dollar amount of the dividend will be divided by 95% of the market price on the dividend payment date. If, on the dividend payment date, the NAV is greater than the market price per share plus estimated brokerage commissions (such condition often referred to as a “market discount”), the Reinvestment Plan Agent will invest the dividend amount in shares acquired on behalf of the participants in open-market purchases. If the Reinvestment Plan Agent is unable to invest the full dividend amount in open-market purchases, or if the market discount shifts to a market premium during the purchase period, the Reinvestment Plan Agent will invest any un-invested portion in newly issued shares. Investments in newly issued shares made in this manner would be made pursuant to the same process described above and the date of issue for such newly issued shares will substitute for the dividend payment date.

You may elect not to participate in the Reinvestment Plan and to receive all dividends in cash by contacting the Reinvestment Plan Agent, at the address set forth below.

Participation in the Reinvestment Plan is completely voluntary and may be terminated or resumed at any time without penalty by notice if received and processed by the Reinvestment Plan Agent prior to the dividend record date. Additionally, the Reinvestment Plan Agent seeks to process notices received after the record date but prior to the payable date and such notices often will become effective by the payable date. Where late notices are not processed by the applicable payable date, such termination or resumption will be effective with respect to any subsequently declared dividend or other distribution.

The Reinvestment Plan Agent’s fees for the handling of the reinvestment of distributions will be paid by each Fund. However, each participant will pay a pro rata share of brokerage commissions incurred with respect to the Reinvestment Plan Agent’s open-market purchases in connection with the reinvestment of all distributions. The automatic reinvestment of all distributions will not relieve participants of any U.S. federal, state or local income tax that may be payable on such dividends or distributions.

Each Fund reserves the right to amend or terminate the Reinvestment Plan. There is no direct service charge to participants in the Reinvestment Plan; however, each Fund reserves the right to amend the Reinvestment Plan to include a service charge payable by the participants. Participants in MQY that request a sale of shares are subject to a $2.50 sales fee and a $0.15 per share sold brokerage commission fee. Participants in MYD and MQT that request a sale of shares are subject to a $0.02 per share sold brokerage commission. All correspondence concerning the Reinvestment Plan should be directed to Computershare Trust Company, N.A. through the internet at computershare.com/blackrock, or in writing to Computershare, P.O. Box 505000, Louisville, KY 40233, Telephone: (800) 699-1236. Overnight correspondence should be directed to the Reinvestment Plan Agent at Computershare, 462 South 4th Street, Suite 1600, Louisville, KY 40202.


54		2020 BLACKROCK ANNUAL REPORT TO SHAREHOLDERS

Director and Officer Information


Independent Directors^(a)

Name Year of Birth^(b)	Position(s) Held (Length of Service)^(c)	Principal Occupation(s) During Past Five Years	Number of BlackRock-Advised Registered Investment Companies (“RICs”) Consisting of Investment Portfolios (“Portfolios”) Overseen^(d)	Public Company and Other Investment Company Directorships Held During Past Five Years
Richard E. Cavanagh 1946	Co-Chair of the Board and Director (Since 2007)	Director, The Guardian Life Insurance Company of America since 1998; Board Chair, Volunteers of America (a not-for-profit organization) from 2015 to 2018 (board member since 2009); Director, Arch Chemicals (chemical and allied products) from 1999 to 2011; Trustee, Educational Testing Service from 1997 to 2009 and Chairman thereof from 2005 to 2009; Senior Advisor, The Fremont Group since 2008 and Director thereof since 1996; Faculty Member/Adjunct Lecturer, Harvard University since 2007 and Executive Dean from 1987 to 1995; President and Chief Executive Officer, The Conference Board, Inc. (global business research organization) from 1995 to 2007.	87 RICs consisting of 111 Portfolios	None
Karen P. Robards 1950	Co-Chair of the Board and Director (Since 2007)	Principal of Robards & Company, LLC (consulting and private investing) since 1987; Co-founder and Director of the Cooke Center for Learning and Development (a not-for-profit organization) since 1987; Director of Enable Injections, LLC (medical devices) since 2019; Investment Banker at Morgan Stanley from 1976 to 1987.	87 RICs consisting of 111 Portfolios	Greenhill & Co., Inc.; AtriCure, Inc. (medical devices) from 2000 until 2017
Michael J. Castellano 1946	Director (Since 2011)	Chief Financial Officer of Lazard Group LLC from 2001 to 2011; Chief Financial Officer of Lazard Ltd from 2004 to 2011; Director, Support Our Aging Religious (non-profit) from 2009 to June 2015 and since 2017; Director, National Advisory Board of Church Management at Villanova University since 2010; Trustee, Domestic Church Media Foundation since 2012; Director, CircleBlack Inc. (financial technology company) since 2015.	87 RICs consisting of 111 Portfolios	None
Cynthia L. Egan 1955	Director (Since 2016)	Advisor, U.S. Department of the Treasury from 2014 to 2015; President, Retirement Plan Services, for T. Rowe Price Group, Inc. from 2007 to 2012; executive positions within Fidelity Investments from 1989 to 2007.	87 RICs consisting of 111 Portfolios	Unum (insurance); The Hanover Insurance Group (insurance); Envestnet (investment platform) from 2013 until 2016
Frank J. Fabozzi^(d) 1948	Director (Since 2007)	Editor of The Journal of Portfolio Management since 1986; Professor of Finance, EDHEC Business School (France) since 2011; Visiting Professor, Princeton University for the 2013 to 2014 academic year and Spring 2017 semester; Professor in the Practice of Finance, Yale University School of Management from 1994 to 2011 and currently a Teaching Fellow in Yale’s Executive Programs; Board Member, BlackRock Equity-Liquidity Funds from 2014 to 2016; affiliated professor Karlsruhe Institute of Technology from 2008 to 2011; Visiting Professor, Rutgers University for the Spring 2019 semester; Visiting Professor, New York University for the 2019 academic year.	88 RICs consisting of 112 Portfolios	None


DIRECTOR AND OFFICER INFORMATION			55

Director and Officer Information (continued)


Independent Directors^(a) (continued)

Name Year of Birth^(b)	Position(s) Held (Length of Service)^(c)	Principal Occupation(s) During Past Five Years	Number of BlackRock-Advised Registered Investment Companies (“RICs”) Consisting of Investment Portfolios (“Portfolios”) Overseen^(d)	Public Company and Other Investment Company Directorships Held During Past Five Years
R. Glenn Hubbard 1958	Director (Since 2007)	Dean, Columbia Business School from 2004 to 2019; Faculty member, Columbia Business School since 1988.	87 RICs consisting of 111 Portfolios	ADP (data and information services); Metropolitan Life Insurance Company (insurance); KKR Financial Corporation (finance) from 2004 until 2014
W. Carl Kester^(d) 1951	Director (Since 2007)	George Fisher Baker Jr. Professor of Business Administration, Harvard Business School since 2008; Deputy Dean for Academic Affairs from 2006 to 2010; Chairman of the Finance Unit, from 2005 to 2006; Senior Associate Dean and Chairman of the MBA Program from 1999 to 2005; Member of the faculty of Harvard Business School since 1981.	88 RICs consisting of 112 Portfolios	None
Catherine A. Lynch^(d) 1961	Director (Since 2016)	Chief Executive Officer, Chief Investment Officer and various other positions, National Railroad Retirement Investment Trust from 2003 to 2016; Associate Vice President for Treasury Management, The George Washington University from 1999 to 2003; Assistant Treasurer, Episcopal Church of America from 1995 to 1999.	88 RICs consisting of 112 Portfolios	None

Interested Directors^(a)(e)

Name Year of Birth^(b)	Position(s) Held (Length of Service)^(c)	Principal Occupation(s) During Past Five Years	Number of BlackRock-Advised Registered Investment Companies (“RICs”) Consisting of Investment Portfolios (“Portfolios”) Overseen^(d)	Public Company and Other Investment Company Directorships Held During Past Five Years
Robert Fairbairn 1965	Director (Since 2018)	Vice Chairman of BlackRock, Inc. since 2019; Member of BlackRock’s Global Executive and Global Operating Committees; Co-Chair of BlackRock’s Human Capital Committee; Senior Managing Director of BlackRock, Inc. from 2010 to 2019; oversaw BlackRock’s Strategic Partner Program and Strategic Product Management Group from 2012 to 2019; Member of the Board of Managers of BlackRock Investments, LLC from 2011 to 2018; Global Head of BlackRock’s Retail and iShares^® businesses from 2012 to 2016.	123 RICs consisting of 261 Portfolios	None
John M. Perlowski^(d) 1964	Director (Since 2014); President and Chief Executive Officer (Since 2011)	Managing Director of BlackRock, Inc. since 2009; Head of BlackRock Global Accounting and Product Services since 2009; Advisory Director of Family Resource Network (charitable foundation) since 2009.	124 RICs consisting of 262 Portfolios	None
^(a) The address of each Director is c/o BlackRock, Inc., 55 East 52nd Street, New York, New York 10055. ^(b) Each Independent Director holds office until his or her successor is duly elected and qualifies or until his or her earlier death, resignation, retirement or removal as provided by the Fund’s by-laws or charter or statute, or until December 31 of the year in which he or she turns 75. Directors who are “interested persons,” as defined in the Investment Company Act serve until their successor is duly elected and qualifies or until their earlier death, resignation, retirement or removal as provided by the Fund’s by-laws or statute, or until December 31 of the year in which they turn 72. The Board may determine to extend the terms of Independent Directors on a case-by-case basis, as appropriate. ^(c) Following the combination of Merrill Lynch Investment Managers, L.P. (“MLIM”) and BlackRock, Inc. in September 2006, the various legacy MLIM and legacy BlackRock fund boards were realigned and consolidated into three new fund boards in 2007. Certain Independent Directors first became members of the boards of other legacy MLIM or legacy BlackRock funds as follows: Richard E. Cavanagh, 1994; Frank J. Fabozzi, 1988; R. Glenn Hubbard, 2004; W. Carl Kester, 1995; and Karen P. Robards, 1998. ^(d) Dr. Fabozzi, Dr. Kester, Ms. Lynch and Mr. Perlowski are also trustees of the BlackRock Credit Strategies Fund. ^(e) Mr. Fairbairn and Mr. Perlowski are both “interested persons,” as defined in the 1940 Act, of the Fund based on their positions with BlackRock, Inc. and its affiliates. Mr. Fairbairn and Mr. Perlowski are also board members of the BlackRock Multi-Asset Complex.


56		2020 BLACKROCK ANNUAL REPORT TO SHAREHOLDERS

Director and Officer Information (continued)


Officers Who Are Not Directors^(a)

Name Year of Birth^(b)	Position(s) Held (Length of Service)	Principal Occupation(s) During Past Five Years
Jonathan Diorio 1980	Vice President (Since 2015)	Managing Director of BlackRock, Inc. since 2015; Director of BlackRock, Inc. from 2011 to 2015.
Neal J. Andrews 1966	Chief Financial Officer (Since 2007)	Chief Financial Officer of the iShares^® exchange traded funds from 2019 to 2020; Managing Director of BlackRock, Inc. since 2006.
Jay M. Fife 1970	Treasurer (Since 2007)	Managing Director of BlackRock, Inc. since 2007.
Charles Park 1967	Chief Compliance Officer (Since 2014)	Anti-Money Laundering Compliance Officer for certain BlackRock-advised Funds from 2014 to 2015; Chief Compliance Officer of BlackRock Advisors, LLC and the BlackRock-advised Funds in the BlackRock Multi-Asset Complex and the BlackRock Fixed-Income Complex since 2014; Principal of and Chief Compliance Officer for iShares^® Delaware Trust Sponsor LLC since 2012 and BlackRock Fund Advisors (“BFA”) since 2006; Chief Compliance Officer for the BFA-advised iShares^® exchange traded funds since 2006; Chief Compliance Officer for BlackRock Asset Management International Inc. since 2012.
Janey Ahn 1975	Secretary (Since 2012)	Managing Director of BlackRock, Inc. since 2018; Director of BlackRock, Inc. from 2009 to 2017.
^(a) The address of each Officer is c/o BlackRock, Inc., 55 East 52nd Street, New York, New York 10055. ^(b) Officers of the Fund serve at the pleasure of the Board.

Effective February 19, 2020, Henry Gabbay resigned as a Director of the Funds.

Investment Adviser

BlackRock Advisors, LLC

Wilmington, DE 19809

VRDP Tender and Paying Agent and VMTP Redemption and Paying Agent

The Bank of New York Mellon

New York, NY 10289

Transfer Agent

Computershare Trust Company, N.A.

Canton, MA 02021

VRDP Liquidity Providers

Bank of America, N.A.^(a)

New York, NY 10036

VRDP Remarketing Agents

BofA Securities, Inc.^(a)

New York, NY 10036

Independent Registered Public Accounting Firm

Deloitte & Touche LLP

Boston, MA 02116

Accounting Agent and Custodian

State Street Bank and Trust Company

Boston, MA 02111

Legal Counsel

Willkie Farr & Gallagher LLP

New York, NY 10019

Address of the Funds

100 Bellevue Parkway

Wilmington, DE 19809

^(a)	For MYD and MQY.


DIRECTOR AND OFFICER INFORMATION			57

Additional Information

Section 19(a) Notices

The amounts and sources of distributions reported are estimates and are being provided pursuant to regulatory requirements and are not being provided for tax reporting purposes. The actual amounts and sources for tax reporting purposes will depend upon each Fund’s investment experience during the year and may be subject to changes based on tax regulations. Shareholders will receive a Form 1099-DIV each calendar year that will inform them how to report these distributions for federal income tax purposes.


	Total Fiscal Year to Date Cumulative Distributions by Character										Percentage of Fiscal Year to Date Cumulative Distributions by Character
	Net Investment Income		Net Realized Capital Gains Short Term		Net Realized Capital Gains Long Term		Return of Capital^(a)		Total Per Common Share		Net Investment Income			Net Realized Capital Gains Short Term			Net Realized Capital Gains Long Term			Return of Capital			Total Per Common Share
MYD	$	0.660207	$	—	$	—	$	0.018024	$	0.678231		97	%		0	%		0	%		3	%		100	%

^(a)

The Fund estimates that it has distributed more than its net investment income and net realized capital gains; therefore, a portion of the distribution may be a return of capital. A return of capital may occur, for example, when some or all of the shareholder’s investment in the Fund is returned to the shareholder. A return of capital does not necessarily reflect the Fund’s investment performance and should not be confused with “yield” or “income.” When distributions exceed total return performance, the difference will reduce the Fund’s net asset value per share.

Section 19(a) notices for the Funds, as applicable, are available on the BlackRock website at blackrock.com.

Fund Certification

The Funds are listed for trading on the NYSE and have filed with the NYSE their annual chief executive officer certification regarding compliance with the NYSE’s listing standards. The Funds filed with the SEC the certification of its chief executive officer and chief financial officer required by section 302 of the Sarbanes-Oxley Act.

Dividend Policy

Each Fund’s dividend policy is to distribute all or a portion of its net investment income to its shareholders on a monthly basis. In order to provide shareholders with a more stable level of distributions, the Funds may at times pay out less than the entire amount of net investment income earned in any particular month and may at times in any particular month pay out such accumulated but undistributed income in addition to net investment income earned in that month. As a result, the distributions paid by the Funds for any particular month may be more or less than the amount of net investment income earned by the Funds during such month. The Funds’ current accumulated but undistributed net investment income, if any, is disclosed as accumulated earnings (loss) in the Statements of Assets and Liabilities, which comprises part of the financial information included in this report.

General Information

The Funds do not make available copies of their Statements of Additional Information because the Funds’ shares are not continuously offered, which means that the Statement of Additional Information of each Fund has not been updated after completion of the respective Fund’s offerings and the information contained in each Fund’s Statement of Additional Information may have become outdated.

Except if noted otherwise herein, there were no material changes in the Funds’ investment objectives or policies or to the Funds’ charters or by-laws that would delay or prevent a change of control of the Funds that were not approved by the shareholders or in the principal risk factors associated with investment in the Funds. Except if noted otherwise herein, there have been no changes in the persons who are primarily responsible for the day-to-day management of the Funds’ portfolios.

Effective July 31, 2019, each of MQY and MQT may invest up to 20% of its managed assets in securities that are rated below investment grade, or are considered by BlackRock to be of comparable quality, at the time of purchase, subject to each such Fund’s other investment policies. The adoption of the new policy will have no effect on each such Fund’s existing investment policy to invest at least 80% of its assets in investment grade municipal bonds. In connection with the adoption of the new policy, MQY’s and MQT’s investments in municipal bonds will no longer be limited to the three highest quality rating categories.

Effective March 24, 2020, MYD may enter into reverse repurchase agreements. The use of reverse repurchase agreements may generate taxable income for MYD and may increase the amount of ordinary income distributions paid to shareholders.

In accordance with Section 23(c) of the Investment Company Act of 1940, each Fund may from time to time purchase shares of its common stock in the open market or in private transactions.

Quarterly performance, semi-annual and annual reports, current net asset value and other information regarding the Funds may be found on BlackRock’s website, which can be accessed at blackrock.com. Any reference to BlackRock’s website in this report is intended to allow investors public access to information regarding the Funds and does not, and is not intended to, incorporate BlackRock’s website in this report.


58		2020 BLACKROCK ANNUAL REPORT TO SHAREHOLDERS

Additional Information (continued)

Electronic Delivery

Shareholders can sign up for e-mail notifications of quarterly statements, annual and semi-annual shareholder reports by enrolling in the electronic delivery program. Electronic copies of shareholder reports are available on BlackRock’s website.

To enroll in electronic delivery:

Shareholders Who Hold Accounts with Investment Advisers, Banks or Brokerages:

Please contact your financial advisor. Please note that not all investment advisers, banks or brokerages may offer this service.

Householding

The Funds will mail only one copy of shareholder documents, annual and semi-annual reports and proxy statements, to shareholders with multiple accounts at the same address. This practice is commonly called “householding” and 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. If you do not want the mailing of these documents to be combined with those for other members of your household, please call the Funds at (800) 882-0052.

Availability of Quarterly Schedule of Investments

The Funds file their complete schedule of portfolio holdings with the SEC for the first and third quarters of each fiscal year as an exhibit to its reports on Form N-PORT, and for reporting periods ended prior to March 31, 2019, filed such information on Form N-Q. The Funds’ Forms N-PORT and N-Q are available on the SEC’s website at sec.gov. The Funds’ Forms N-Q may also be obtained upon request and without charge by calling (800) 882-0052.

Availability of Proxy Voting Policies and Procedures

A description of the policies and procedures that the Funds use to determine how to vote proxies relating to portfolio securities is available upon request and without charge (1) by calling (800) 882-0052; (2) at blackrock.com; and (3) on the SEC’s website at sec.gov.

Availability of Proxy Voting Record

Information about how the Funds voted proxies relating to securities held in the Funds’ portfolios during the most recent 12-month period ended June 30 is available upon request and without charge (1) at blackrock.com; or by calling (800) 882-0052; and (2) on the SEC’s website at sec.gov.

Availability of Fund Updates

BlackRock will update performance and certain other data for the Funds on a monthly basis on its website in the “Closed-end Funds” section of 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. This reference to BlackRock’s website is intended to allow investors public access to information regarding the Funds and does not, and is not intended to, incorporate BlackRock’s website in this report.

BlackRock Privacy Principles

BlackRock is committed to maintaining the privacy of its current and former fund investors and individual clients (collectively, “Clients”) and to safeguarding their non-public personal information. The following information is provided to help you understand what personal information BlackRock collects, how we protect that information and why in certain cases we share such information with select parties.

If you are located in a jurisdiction where specific laws, rules or regulations require BlackRock to provide you with additional or different privacy-related rights beyond what is set forth below, then BlackRock will comply with those specific laws, rules or regulations.

BlackRock obtains or verifies personal non-public information from and about you from different sources, including the following: (i) information we receive from you or, if applicable, your financial intermediary, on applications, forms or other documents; (ii) information about your transactions with us, our affiliates, or others; (iii) information we receive from a consumer reporting agency; and (iv) from visits to our websites.

BlackRock does not sell or disclose to non-affiliated third parties any non-public personal information about its Clients, except as permitted by law or as is necessary to respond to regulatory requests or to service Client accounts. These non-affiliated third parties are required to protect the confidentiality and security of this information and to use it only for its intended purpose.

We may share information with our affiliates to service your account or to provide you with information about other BlackRock products or services that may be of interest to you. In addition, BlackRock restricts access to non-public personal information about its Clients to those BlackRock employees with a legitimate business need for the information. BlackRock maintains physical, electronic and procedural safeguards that are designed to protect the non-public personal information of its Clients, including procedures relating to the proper storage and disposal of such information.


ADDITIONAL INFORMATION			59

Glossary of Terms Used in this Report


Portfolio Abbreviations

AGC		Assured Guarantee Corp.

AGM		Assured Guaranty Municipal Corp.

AMBAC		American Municipal Bond Assurance Corp.

AMT		Alternative Minimum Tax (subject to)

ARB		Airport Revenue Bonds

BAM		Build America Mutual Assurance Co.

BARB		Building Aid Revenue Bonds

CAB		Capital Appreciation Bonds

COP		Certificates of Participation

EDA		Economic Development Authority

EDC		Economic Development Corp.

FHA		Federal Housing Administration

GARB		General Airport Revenue Bonds

GO		General Obligation Bonds

GTD		Guaranteed

HFA		Housing Finance Agency

IDA		Industrial Development Authority

ISD		Independent School District

LRB		Lease Revenue Bonds

M/F		Multi-Family

NPFGC		National Public Finance Guarantee Corp.

OTC		Over-the-Counter

PSF		Permanent School Fund

RB		Revenue Bonds

S/F		Single-Family

SONYMA		State of New York Mortgage Agency


60		2020 BLACKROCK ANNUAL REPORT TO SHAREHOLDERS

Want to know more?

blackrock.com | 800-882-0052

This report is intended for current holders. It is not a prospectus. Past performance results shown in this report should not be considered a representation of future performance. The Funds have leveraged their Common Shares, which creates risks for Common Shareholders, including the likelihood of greater volatility of net asset value and market price of the Common Shares, and the risk that fluctuations in short-term interest rates may reduce the Common Shares’ yield. Statements and other information herein are as dated and are subject to change.

MYQII-4/20-AR

Item 2 –

Code of Ethics – The registrant (or the “Fund”) has adopted a code of ethics, as of the end of the period covered by this report, applicable to the registrant’s principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions. During the period covered by this report, the code of ethics was amended to update certain information and to make other non-material changes. During the period covered by this report, there have been no waivers granted under the code of ethics. The registrant undertakes to provide a copy of the code of ethics to any person upon request, without charge, who calls 1-800-882-0052, option 4.

Item 3 –

Audit Committee Financial Expert – The registrant’s board of directors (the “board of directors”), has determined that (i) the registrant has the following audit committee financial experts serving on its audit committee and (ii) each audit committee financial expert is independent:

Michael Castellano

Frank J. Fabozzi

Catherine A. Lynch

Karen P. Robards

The registrant’s board of directors has determined that Karen P. Robards qualifies as an audit committee financial expert pursuant to Item 3(c)(4) of Form N-CSR.

Ms. Robards has a thorough understanding of generally accepted accounting principles, financial statements and internal control over financial reporting as well as audit committee functions. Ms. Robards has been President of Robards & Company, a financial advisory firm, since 1987. Ms. Robards was formerly an investment banker for more than 10 years where she was responsible for evaluating and assessing the performance of companies based on their financial results. Ms. Robards has over 30 years of experience analyzing financial statements. She also is a member of the audit committee of one publicly held company and a non-profit organization.

Under applicable securities laws, a person determined to be an audit committee financial expert will not be deemed an “expert” for any purpose, including without limitation for the purposes of Section 11 of the Securities Act of 1933, as a result of being designated or identified as an audit committee financial expert. The designation or identification as an audit committee financial expert does not impose on such person any duties, obligations, or liabilities greater than the duties, obligations, and liabilities imposed on such person as a member of the audit committee and board of directors in the absence of such designation or identification. The designation or identification of a person as an audit committee financial expert does not affect the duties, obligations, or liability of any other member of the audit committee or board of directors.

Item 4 –

Principal Accountant Fees and Services

The following table presents fees billed by Deloitte & Touche LLP (“D&T”) in each of the last two fiscal years for the services rendered to the Fund:

(a) Audit Fees

(b) Audit-Related Fees¹

(c) Tax Fees²

(d) All Other Fees

Entity Name

Current
Fiscal Year
End

Previous
Fiscal Year
End

Current
Fiscal Year
End

Previous
Fiscal Year
End

Current
Fiscal Year
End

Previous
Fiscal Year
End

Current
Fiscal Year
End

Previous
Fiscal Year
End


BlackRock MuniYield Quality Fund, Inc.		$36,720		$40,188		$0		$0		$16,900		$17,400		$0		$0

The following table presents fees billed by D&T that were required to be approved by the registrant’s audit committee (the “Committee”) for services that relate directly to the operations or financial reporting of the Fund and that are rendered on behalf of BlackRock Advisors, LLC (the “Investment Adviser” or “BlackRock”) and entities controlling, controlled by, or under common control with BlackRock (not including any sub-adviser whose role is primarily portfolio management and is subcontracted with or overseen by another investment adviser) that provide ongoing services to the Fund (“Affiliated Service Providers”):


	Current Fiscal Year End	Previous Fiscal Year End
(b) Audit-Related Fees¹	$0	$0
(c) Tax Fees²	$0	$0
(d) All Other Fees³	$1,984,000	$2,050,500

¹ The nature of the services includes assurance and related services reasonably related to the performance of the audit or review of financial statements not included in Audit Fees, including accounting consultations, agreed-upon procedure reports, attestation reports, comfort letters, out-of-pocket expenses and internal control reviews not required by regulators.

² The nature of the services includes tax compliance and/or tax preparation, including services relating to the filing or amendment of federal, state or local income tax returns, regulated investment company qualification reviews, taxable income and tax distribution calculations.

³ Non-audit fees of $1,984,000 and $2,050,500 for the current fiscal year and previous fiscal year, respectively, were paid to the Fund’s principal accountant in their entirety by BlackRock, in connection with services provided to the Affiliated Service Providers of the Fund and of certain other funds sponsored and advised by BlackRock or its affiliates for a service organization review and an accounting research tool subscription. These amounts represent aggregate fees paid by BlackRock and were not allocated on a per fund basis

(e)(1) Audit Committee Pre-Approval Policies and Procedures:

The Committee has adopted policies and procedures with regard to the pre-approval of services. Audit, audit-related and tax compliance services provided to the registrant on an annual basis require specific pre-approval by the Committee. The Committee also must approve other non-audit services provided to the registrant and those non-audit services provided to the Investment Adviser and Affiliated Service Providers that relate directly to the operations and the financial reporting of the registrant. Certain of these non-audit services that the Committee believes are (a) consistent with the SEC’s auditor independence rules and (b) routine and recurring services that will not impair the independence of the independent accountants may be approved by the Committee without consideration on a specific case-by-case basis (“general pre-approval”). The term of any general pre-approval is 12 months from the date of the pre-approval, unless the Committee provides for a different period. Tax or other non-audit services provided to the registrant which have a direct impact on the operations or financial reporting of the registrant will only be deemed pre-approved provided that any individual project does not exceed $10,000 attributable to the registrant or $50,000 per project. For this purpose, multiple projects will be aggregated to determine if they exceed the previously mentioned cost levels.

Any proposed services exceeding the pre-approved cost levels will require specific pre-approval by the Committee, as will any other services not subject to general pre-approval (e.g., unanticipated but permissible services). The Committee is informed of each service approved subject to general pre-approval at the next regularly scheduled in-person board meeting. At this meeting, an analysis of such services is presented to the Committee for ratification. The Committee may delegate to the Committee Chairman the authority to approve the provision of and fees for any specific engagement of permitted non-audit services, including services exceeding pre-approved

cost levels.

(e)(2) None of the services described in each of Items 4(b) through (d) were approved by the Committee pursuant to the de minimis exception in paragraph (c)(7)(i)(C) of Rule 2-01 of Regulation S-X.

(f) Not Applicable

(g) The aggregate non-audit fees, defined as the sum of the fees shown under “Audit-Related Fees,” “Tax Fees” and “All Other Fees,” paid to the accountant for services rendered by the accountant to the registrant, the Investment Adviser and the Affiliated Service Providers were:


Entity Name	Current Fiscal Year End	Previous Fiscal Year End
BlackRock MuniYield Quality Fund, Inc.	$16,900	$17,400

Additionally, the amounts billed by D&T in connection with services provided to the Affiliated Service Providers of the Fund and of other funds sponsored or advised by BlackRock or its affiliates during the current and previous fiscal years for a service organization review and an accounting research tool subscription were:

Current Fiscal

Year End

Previous Fiscal

Year End

$1,984,000

$2,050,500

These amounts represent aggregate fees paid by BlackRock and were not allocated on a per fund basis.

(h) The Committee has considered and determined that the provision of non-audit services that were rendered to the Investment Adviser, and the Affiliated Service Providers that were not pre-approved pursuant to paragraph (c)(7)(ii) of Rule 2-01 of Regulation S-X is compatible with maintaining the principal accountant’s independence.

Item 5 –

Audit Committee of Listed Registrant

(a)

The following individuals are members of the registrant’s separately designated standing audit committee established in accordance with Section 3(a)(58)(A) of the Securities Exchange Act of 1934 (15 U.S.C. 78c(a)(58)(A)):

Michael Castellano

Frank J. Fabozzi

Catherine A. Lynch

Karen P. Robards

(b)

Not Applicable

Item 6 –

Investments

(a) The registrant’s Schedule of Investments is included as part of the Report to Stockholders filed under Item 1 of this Form.

(b) Not Applicable due to no such divestments during the semi-annual period covered since the previous Form N-CSR filing.

Item 7 –

Disclosure of Proxy Voting Policies and Procedures for Closed-End Management Investment Companies – The board of directors has delegated the voting of proxies for the Fund’s portfolio securities to the Investment Adviser pursuant to the Investment Adviser’s proxy voting guidelines. Under these guidelines, the Investment Adviser will vote proxies related to Fund securities in the best interests of the Fund and its stockholders. From time to time, a vote may present a conflict between the interests of the Fund’s stockholders, on the one hand, and those of the Investment Adviser, or any affiliated person of the Fund or the Investment Adviser, on the other. In such event, provided that the Investment Adviser’s Equity Investment Policy Oversight Committee, or a sub-committee thereof (the “Oversight Committee”) is aware of the real or potential conflict or material non-routine matter and if the Oversight Committee does not reasonably believe it is able to follow its general voting guidelines (or if the particular proxy matter is not addressed in the guidelines) and vote impartially, the Oversight Committee may retain an independent fiduciary to advise the Oversight Committee on how to vote or to cast votes on behalf of the Investment Adviser’s clients. If the Investment Adviser determines not to retain an independent fiduciary, or does not desire to follow the advice of such independent fiduciary, the Oversight Committee shall determine how to vote the proxy after consulting with the Investment Adviser’s Portfolio Management Group and/or the Investment Adviser’s Legal and Compliance Department and concluding that the vote cast is in its client’s best interest notwithstanding the conflict. A copy of the Fund’s Proxy Voting Policy and Procedures are attached as Exhibit 99.PROXYPOL, a copy of the Fund’s Global Corporate Governance & Engagement Principles are attached as Exhibit 99.GLOBAL.CORP.GOV and a copy of the Fund’s Corporate Governance and Proxy Voting Guidelines for U.S. Securities are attached as Exhibit 99.US.CORP.GOV. Information on how the Fund voted proxies relating to portfolio securities during the most recent 12-month period ended June 30 is available without charge, (i) at www.blackrock.com and (ii) on the SEC’s website at http://www.sec.gov.

Item 8 –

Portfolio Managers of Closed-End Management Investment Companies

(a)(1)

As of the date of filing this Report:

The registrant is managed by a team of investment professionals comprised of Michael Kalinoski, Director at BlackRock, and Christian Romaglino, Director at BlackRock. Each is a member of BlackRock’s municipal tax-exempt management group. Each is jointly responsible for the day-to-day management of the registrant’s portfolio, which includes setting the registrant’s overall investment strategy, overseeing the management of the registrant and the selection of its investments. Messrs. Kalinoski and Romaglino have been members of the registrant’s portfolio management team since 2000 and 2017, respectively.


		Portfolio Manager		Biography
		Michael Kalinoski		Director of BlackRock since 2006; Director of Merrill Lynch Investment Managers, L.P. (“MLIM”) from 1999 to 2006.


		Christian Romaglino		Director of BlackRock since 2017; Portfolio Manager for the Municipal Mutual Fund Desk within BlackRock’s Global Fixed Income Group since 2017; Portfolio Manager at Brown Brothers Harriman from 2007 to 2017.

(a)(2)

As of April 30, 2020:


	(ii) Number of Other Accounts Managed and Assets by Account Type			(iii) Number of Other Accounts and Assets for Which Advisory Fee is Performance-Based
(i) Name of Portfolio Manager	Other Registered Investment Companies	Other Pooled Investment Vehicles	Other Accounts	Other Registered Investment Companies	Other Pooled Investment Vehicles	Other Accounts
Michael Kalinoski	16	0	0	0	0	0
	$31.34 Billion	$0	$0	$0	$0	$0
Christian Romaglino	12	0	0	0	0	0
	$5.27 Billion	$0	$0	$0	$0	$0

(iv) Potential Material Conflicts of Interest

BlackRock has built a professional working environment, firm-wide compliance culture and compliance procedures and systems designed to protect against potential incentives that may favor one account over another. BlackRock has adopted policies and procedures that address the allocation of investment opportunities, execution of portfolio transactions, personal trading by employees and other potential conflicts of interest that are designed to ensure that all client accounts are treated equitably over time. Nevertheless, BlackRock furnishes investment management and advisory services to numerous clients in addition to the Fund, and BlackRock may, consistent with applicable law, make investment recommendations to other clients or accounts (including accounts which are hedge funds or have performance or higher fees paid to BlackRock, or in which portfolio managers have a personal interest in the receipt of such fees), which may be the same as or different from those made to the Fund. In addition, BlackRock, Inc., its affiliates and significant shareholders and any officer, director, shareholder or employee may or may not have an interest in the securities whose purchase and sale BlackRock recommends to the Fund. BlackRock, Inc. or any of its affiliates or significant shareholders, or any officer, director, shareholder, employee or any member of their families may take different actions than those recommended to the Fund by BlackRock with respect to the same securities. Moreover, BlackRock may refrain from rendering any advice or services concerning securities of companies of which any of BlackRock, Inc.’s (or its affiliates’ or significant shareholders’) officers, directors or employees are directors or officers, or companies as to which BlackRock, Inc. or any of its affiliates or significant shareholders or the officers, directors and employees of any of them has any substantial economic interest or possesses material non-public information. Certain portfolio managers also may manage accounts whose investment strategies may at times be opposed to the strategy utilized for a fund. It should also be noted that a portfolio manager may be managing certain hedge fund and/or long only accounts, or may be part of a team managing certain hedge fund and/or long only accounts, subject to incentive fees. Such portfolio managers may therefore be entitled to receive a portion of any incentive fees earned on such accounts. Currently, the portfolio managers of this fund are not entitled to receive a portion of incentive fees of other accounts.

As a fiduciary, BlackRock owes a duty of loyalty to its clients and must treat each client fairly. When BlackRock purchases or sells securities for more than one account, the trades must be allocated in a manner consistent with its fiduciary duties. BlackRock attempts to allocate investments in a fair and equitable manner among client accounts, with no account receiving preferential treatment. To this end, BlackRock, Inc. has adopted policies that are intended to ensure reasonable efficiency in client transactions and provide BlackRock with sufficient flexibility to allocate investments in a manner that is consistent with the particular investment discipline and client base, as appropriate.

(a)(3) As of April 30, 2020:

Portfolio Manager Compensation Overview

The discussion below describes the portfolio managers’ compensation as of April 30, 2020.

BlackRock’s financial arrangements with its portfolio managers, its competitive compensation and its career path emphasis at all levels reflect the value senior management places on key resources. Compensation may include a variety of components and may vary from year to year based on a number of factors. The principal components of compensation include a base salary, a performance-based discretionary bonus, participation in various benefits programs and one or more of the incentive compensation programs established by BlackRock.

Base Compensation. Generally, portfolio managers receive base compensation based on their position with the firm.

Discretionary Incentive Compensation

Discretionary incentive compensation is a function of several components: the performance of BlackRock, Inc., the performance of the portfolio manager’s group within BlackRock, the investment performance, including risk-adjusted returns, of the firm’s assets under management or supervision by that portfolio manager relative to predetermined benchmarks, and the individual’s performance and contribution to the overall performance of these portfolios and BlackRock. In most cases, these benchmarks are the same as the benchmark or benchmarks against which the performance of the Fund or other accounts managed by the portfolio managers are measured. Among other things, BlackRock’s Chief Investment Officers make a subjective determination with respect to each portfolio manager’s compensation based on the performance of the Fund and other accounts managed by each portfolio manager relative to the various benchmarks. Performance of fixed income funds is measured on a pre-tax and/or after-tax basis over various time periods including 1-, 3- and 5- year periods, as applicable. With respect to these portfolio managers, such benchmarks for the Fund and other accounts are: a combination of market-based indices (e.g., Standard & Poor’s Municipal Bond Index), certain customized indices and certain fund industry peer groups.

Distribution of Discretionary Incentive Compensation. Discretionary incentive compensation is distributed to portfolio managers in a combination of cash, deferred BlackRock,

Inc. stock awards, and/or deferred cash awards that notionally track the return of certain BlackRock investment products.

Portfolio managers receive their annual discretionary incentive compensation in the form of cash. Portfolio managers whose total compensation is above a specified threshold also receive deferred BlackRock, Inc. stock awards annually as part of their discretionary incentive compensation. Paying a portion of discretionary incentive compensation in the form of deferred BlackRock, Inc. stock puts compensation earned by a portfolio manager for a given year “at risk” based on BlackRock’s ability to sustain and improve its performance over future periods. In some cases, additional deferred BlackRock, Inc. stock may be granted to certain key employees as part of a long-term incentive award to aid in retention, align interests with long-term shareholders and motivate performance. Deferred BlackRock, Inc. stock awards are generally granted in the form of BlackRock, Inc. restricted stock units that vest pursuant to the terms of the applicable plan and, once vested, settle in BlackRock, Inc. common stock. The portfolio managers of this Fund have deferred BlackRock, Inc. stock awards.

For certain portfolio managers, a portion of the discretionary incentive compensation is also distributed in the form of deferred cash awards that notionally track the returns of select BlackRock investment products they manage, which provides direct alignment of portfolio manager discretionary incentive compensation with investment product results. Deferred cash awards vest ratably over a number of years and, once vested, settle in the form of cash. Only portfolio managers who manage specified products and whose total compensation is above a specified threshold are eligible to participate in the deferred cash award program.

Other Compensation Benefits. In addition to base salary and discretionary incentive compensation, portfolio managers may be eligible to receive or participate in one or more of the following:

Incentive Savings Plans — BlackRock, Inc. has created a variety of incentive savings plans in which BlackRock, Inc. employees are eligible to participate, including a 401(k) plan, the BlackRock Retirement Savings Plan (RSP), and the BlackRock Employee Stock Purchase Plan (ESPP). The employer contribution components of the RSP include a company match equal to 50% of the first 8% of eligible pay contributed to the plan capped at $5,000 per year, and a company retirement contribution equal to 3-5% of eligible compensation up to the Internal Revenue Service limit ($285,000 for 2020). The RSP offers a range of investment options, including registered investment companies and collective investment funds managed by the firm. BlackRock, Inc. contributions follow the investment direction set by participants for their own contributions or, absent participant investment direction, are invested into a target date fund that corresponds to, or is closest to, the year in which the participant attains age 65. The ESPP allows for investment in BlackRock, Inc. common stock at a 5% discount on the fair market value of the stock on the purchase date. Annual participation in the ESPP is limited to the purchase of 1,000 shares of common stock or a dollar value of $25,000 based on its fair market value on the purchase date. All of the eligible portfolio managers are eligible to participate in these plans.

(a)(4) Beneficial Ownership of Securities – As of April 30, 2020:


Portfolio Manager		Dollar Range of Equity Securities


		of the Fund Beneficially Owned
Michael Kalinoski		None
Christian Romaglino		None

(b) Not Applicable

Item 9 –

Purchases of Equity Securities by Closed-End Management Investment Company and Affiliated Purchasers – Not Applicable due to no such purchases during the period covered by this report.

Item 10 –

Submission of Matters to a Vote of Security Holders – There have been no material changes to these procedures.

Item 11 –

Controls and Procedures

(a) – The registrant’s principal executive and principal financial officers, or persons performing similar functions, have concluded that the registrant’s disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940, as amended (the “1940 Act”)) are effective as of a date within 90 days of the filing of this report based on the evaluation of these controls and procedures required by Rule 30a-3(b) under the 1940 Act and Rule 13a-15(b) under the Securities Exchange Act of 1934, as amended.

(b) – There were no changes in the registrant’s internal control over financial reporting (as defined in Rule 30a-3(d) under the 1940 Act) that occurred during the period covered by this report that have materially affected, or are reasonably likely to materially affect, the registrant’s internal control over financial reporting.

Item 12 –

Disclosure of Securities Lending Activities for Closed-End Management Investment Companies –Not Applicable

Item 13 –

Exhibits attached hereto

(a)(1) – Code of Ethics – See Item 2

(a)(2) – Section 302 Certifications are attached

(a)(3) – Not Applicable

(a)(4) – Not Applicable

(b) – Section 906 Certifications are attached

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.


BlackRock MuniYield Quality Fund, Inc.

By:		/s/ John M. Perlowski
		John M. Perlowski
		Chief Executive Officer (principal executive officer) of
		BlackRock MuniYield Quality Fund, Inc.

Date: July 2, 2020

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.


By:		/s/ John M. Perlowski
		John M. Perlowski
		Chief Executive Officer (principal executive officer) of
		BlackRock MuniYield Quality Fund, Inc.

Date: July 2, 2020


By:		/s/ Neal J. Andrews
		Neal J. Andrews
		Chief Financial Officer (principal financial officer) of
		BlackRock MuniYield Quality Fund, Inc.

Date: July 2, 2020

EX-99. CERT

CERTIFICATION PURSUANT TO RULE 30a-2(a) UNDER THE 1940 ACT AND SECTION 302 OF

THE SARBANES-OXLEY ACT OF 2002

I, John M. Perlowski, Chief Executive Officer (principal executive officer) of BlackRock MuniYield Quality Fund, Inc., certify that:

1. I have reviewed this report on Form N-CSR of BlackRock MuniYield Quality Fund, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations, changes in net assets, and cash flows (if the financial statements are required to include a statement of cash flows) of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940) and internal control over financial reporting (as defined in Rule 30a-3(d) under the Investment Company Act of 1940) for the registrant and have:

a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, 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;

c) evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of a date within 90 days prior to the filing date of this report based on such evaluation; and

d) disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the period covered by this report that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize, and report financial information; and

b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: July 2, 2020

/s/ John M. Perlowski

John M. Perlowski

Chief Executive Officer (principal executive officer) of

BlackRock MuniYield Quality Fund, Inc.

EX-99. CERT

CERTIFICATION PURSUANT TO RULE 30a-2(a) UNDER THE 1940 ACT AND SECTION 302 OF

THE SARBANES-OXLEY ACT OF 2002

I, Neal J. Andrews, Chief Financial Officer (principal financial officer) of BlackRock MuniYield Quality Fund, Inc., certify that:

1. I have reviewed this report on Form N-CSR of BlackRock MuniYield Quality Fund, Inc.;

b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: July 2, 2020

/s/ Neal J. Andrews

Neal J. Andrews

Chief Financial Officer (principal financial officer) of

BlackRock MuniYield Quality Fund, Inc.

Exhibit 99.906CERT

Certification Pursuant to Rule 30a-2(b) under the 1940 Act and

Section 906 of the Sarbanes-Oxley Act of 2002

Pursuant to 18 U.S.C. § 1350, the undersigned officer of BlackRock MuniYield Quality Fund, Inc. (the “Registrant”), hereby certifies, to the best of his knowledge, that the Registrant’s Report on Form N-CSR for the period ended April 30, 2020 (the “Report”) fully complies with the requirements of Section 13(a) of the Securities Exchange Act of 1934, as amended, and that the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Registrant.

Date: July 2, 2020

/s/ John M. Perlowski

John M. Perlowski

Chief Executive Officer (principal executive officer) of

BlackRock MuniYield Quality Fund, Inc.

Date: July 2, 2020

/s/ Neal J. Andrews

Neal J. Andrews

Chief Financial Officer (principal financial officer) of

BlackRock MuniYield Quality Fund, Inc.

This certification is being furnished pursuant to Rule 30a-2(b) under the Investment Company Act of 1940, as amended, and 18 U.S.C. § 1350 and is not being filed as part of the Form N-CSR with the Securities and Exchange Commission.

Closed-End Fund Proxy Voting Policy

September 5, 2019

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Closed-End Fund Proxy Voting Policy

Procedures Governing Delegation of Proxy Voting to Fund Adviser



Effective Date: September 5, 2019

Applies to the following types of Funds registered under the 1940 Act:
☐		Open-End Mutual Funds (including money market funds)
☐		Money Market Funds Only
☐		iShares ETFs
☒		Closed-End Funds
☐		Other

The Boards of Trustees/Directors (the “Directors”) of the closed-end funds advised by BlackRock Advisors, LLC (“BlackRock”) (the “Funds”) have the responsibility for the oversight of voting proxies relating to portfolio securities of the Funds, and have determined that it is in the best interests of the Funds and their shareholders to delegate that responsibility to BlackRock as part of BlackRock’s authority to manage, acquire and dispose of account assets, all as contemplated by the Funds’ respective investment management agreements.

BlackRock has adopted guidelines and procedures (together and as from time to time amended, the “BlackRock Proxy Voting Guidelines”) governing proxy voting by accounts managed by BlackRock. BlackRock will cast votes on behalf of each of the Funds on specific proxy issues in respect of securities held by each such Fund in accordance with the BlackRock Proxy Voting Guidelines; provided, however, that in the case of underlying closed-end funds (including business development companies and other similarly-situated asset pools) held by the Funds that have, or are proposing to adopt, a classified board structure, BlackRock will typically (a) vote in favor of proposals to adopt classification and against proposals to eliminate classification, and (b) not vote against directors as a result of their adoption of a classified board structure.

BlackRock will report on an annual basis to the Directors on (1) a summary of all proxy votes that BlackRock has made on behalf of the Funds in the preceding year together with a representation that all votes were in accordance with the BlackRock Proxy Voting Guidelines (as modified pursuant to the immediately preceding paragraph), and (2) any changes to the BlackRock Proxy Voting Guidelines that have not previously been reported.


		Public
				Page 1 of 1

BlackRock

Investment

Stewardship

Global Corporate Governance &

Engagement Principles

January 2020

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Contents


Introduction to BlackRock			3

Philosophy on corporate governance			3

Corporate governance, engagement and voting			4

Boards and directors			5

Auditors and audit-related issues			6

Capital structure, mergers, asset sales and other special transactions			6

Compensation and benefits			7

Environmental and social issues			7

General corporate governance matters and shareholder protections			9

BlackRock’s oversight of our investment stewardship activities			9

Vote execution			10

Conflicts management policies and procedures			10

Voting guidelines			11

Reporting and vote transparency			12

If you would like additional information, please contact:

ContactStewardship@blackrock.com

BLACKROCK

Introduction to BlackRock

BlackRock’s purpose is to help more and more people experience financial well-being. As a fiduciary to our clients, we provide the investment and technology solutions they need when planning for their most important goals. We manage assets on behalf of institutional and individual clients, across a full spectrum of investment strategies, asset classes and regions. Our client base includes pension plans, endowments, foundations, charities, official institutions, insurers and other financial institutions, as well as individuals around the world.

Philosophy on corporate governance

BlackRock Investment Stewardship (“BIS”) activities are focused on maximizing long-term value for our clients. BIS does this through engagement with boards and management of investee companies and, for those clients who have given us authority, through voting at shareholder meetings.

We believe that there are certain fundamental rights attached to shareholding. Companies and their boards should be accountable to shareholders and structured with appropriate checks and balances to ensure that they operate in shareholders’ best interests. Effective voting rights are central to the rights of ownership and there should be one vote for one share. Shareholders should have the right to elect, remove and nominate directors, approve the appointment of the auditor and to amend the corporate charter or by-laws. Shareholders should be able to vote on matters that are material to the protection of their investment, including but not limited to, changes to the purpose of the business, dilution levels and pre-emptive rights, and the distribution of income and capital structure. In order to make informed decisions, we believe that shareholders have the right to sufficient and timely information.

Our primary focus is on the performance of the board of directors. As the agent of shareholders, the board should set the company’s strategic aims within a framework of prudent and effective controls, which enables risk to be assessed and managed. The board should provide direction and leadership to management and oversee management’s performance. Our starting position is to be supportive of boards in their oversight efforts on shareholders’ behalf and we would generally expect to support the items of business they put to a vote at shareholder meetings. Votes cast against or withheld from resolutions proposed by the board are a signal that we are concerned that the directors or management have either not acted in the best interests of shareholders or have not responded adequately to shareholder concerns. We assess voting matters on a case-by-case basis and in light of each company’s unique circumstances taking into consideration regional best practices and long-term value creation.

These principles set out our approach to engaging with companies, provide guidance on our position on corporate governance and outline how our views might be reflected in our voting decisions. Corporate governance practices can vary internationally, so our expectations in relation to individual companies are based on the legal and regulatory framework of each local market. However, we believe there are overarching principles of corporate governance that apply globally and provide a framework for more detailed, market-specific assessments.

We believe BlackRock has a responsibility in relation to monitoring and providing feedback to companies, sometimes known as “stewardship.” These ownership responsibilities include engaging with management or board members on corporate governance matters, voting proxies in the best long-term economic interests of our clients, and engaging with regulatory bodies to ensure a sound policy framework consistent with promoting long-term shareholder value creation. We also believe in the responsibility to our clients to have appropriate resources and oversight structures. Our approach is set out in the section below titled “BlackRock’s oversight of its investment stewardship activities” and is further detailed in a team profile on our website.

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Corporate governance, engagement and voting

We recognize that accepted standards of corporate governance differ between markets, but we believe there are sufficient common threads globally to identify an overarching set of principles. The objective of our investment stewardship activities is the protection and enhancement of the value of our clients’ investments in public corporations. Thus, these principles focus on practices and structures that we consider to be supportive of long-term value creation. We discuss below the principles under six key themes. In our regional and market-specific voting guidelines we explain how these principles inform our voting decisions in relation to specific resolutions that may appear on the agenda of a shareholder meeting in the relevant market.

The six key themes are:

●

Boards and directors

●

Auditors and audit-related issues

●

Capital structure, mergers, asset sales and other special transactions

●

Compensation and benefits

●

Environmental and social issues

●

General corporate governance matters and shareholder protections

At a minimum, we expect companies to observe the accepted corporate governance standards in their domestic market or to explain why doing so is not in the interests of shareholders. Where company reporting and disclosure is inadequate or the approach taken is inconsistent with our view of what is in the best interests of shareholders, we will engage with the company and/or use our vote to encourage a change in practice. In making voting decisions, we perform independent research and analysis, such as reviewing relevant information published by the company and apply our voting guidelines to achieve the outcome we believe best protects our clients’ long-term economic interests. We also work closely with our active portfolio managers, and may take into account internal and external research.

BlackRock views engagement as an important activity; engagement provides us with the opportunity to improve our understanding of the challenges and opportunities that investee companies are facing and their governance structures. Engagement also allows us to share our philosophy and approach to investment and corporate governance with companies to enhance their understanding of our objectives. Our engagements often focus on providing our feedback on company disclosures, particularly where we believe they could be enhanced. There are a range of approaches we may take in engaging companies depending on the nature of the issue under consideration, the company and the market.

BlackRock’s engagements emphasize direct dialogue with corporate leadership on the governance issues identified in these principles that have a material impact on financial performance. These engagements enable us to cast informed votes aligned with clients’ long-term economic interests. We generally prefer to engage in the first instance where we have concerns and give management time to address or resolve the issue. As a long-term investor, we are patient and persistent in working with our portfolio companies to have an open dialogue and develop mutual understanding of governance matters, to promote the adoption of best practices and to assess the merits of a company’s approach to its governance. We monitor the companies in which we invest and engage with them constructively and privately where we believe doing so helps protect shareholders’ interests. We do not try to micro-manage companies, or tell management and boards what to do. We present our views as a long-term shareholder and listen to companies’ responses. The materiality and immediacy of a given issue will generally determine the level of our engagement and whom we seek to engage at the company, which could be management representatives or board directors.

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Boards and directors

The performance of the board is critical to the economic success of the company and to the protection of shareholders’ interests. Board members serve as agents of shareholders in overseeing the strategic direction and operation of the company. For this reason, BlackRock focuses on directors in many of our engagements and sees the election of directors as one of our most important responsibilities in the proxy voting context.

We expect the board of directors to promote and protect shareholder interests by:

●

establishing an appropriate corporate governance structure

●

supporting and overseeing management in setting long-term strategic goals, applicable measures of value-creation and milestones that will demonstrate progress, and steps taken if any obstacles are anticipated or incurred

●

ensuring the integrity of financial statements

●

making independent decisions regarding mergers, acquisitions and disposals

●

establishing appropriate executive compensation structures

●

addressing business issues, including environmental and social issues, when they have the potential to materially impact company reputation and performance

There should be clear definitions of the role of the board, the committees of the board and senior management such that the responsibilities of each are well understood and accepted. Companies should report publicly the approach taken to governance (including in relation to board structure) and why this approach is in the best interest of shareholders. We will seek to engage with the appropriate directors where we have concerns about the performance of the board or the company, the broad strategy of the company, or the performance of individual board members. We believe that when a company is not effectively addressing a material issue, its directors should be held accountable.

BlackRock believes that directors should stand for re-election on a regular basis. We assess directors nominated for election or re-election in the context of the composition of the board as a whole. There should be detailed disclosure of the relevant credentials of the individual directors in order for shareholders to assess the caliber of an individual nominee. We expect there to be a sufficient number of independent directors on the board to ensure the protection of the interests of all shareholders. Common impediments to independence may include but are not limited to:

●

current or former employment at the company or a subsidiary within the past several years

●

being, or representing, a shareholder with a substantial shareholding in the company

●

interlocking directorships

●

having any other interest, business or other relationship which could, or could reasonably be perceived to, materially interfere with the director’s ability to act in the best interests of the company

BlackRock believes that the operation of the board is enhanced when there is a clearly independent, senior non-executive director to chair it or, where the chairman is also the CEO (or is otherwise not independent), an independent lead director. The role of this director is to enhance the effectiveness of the independent members of the board through shaping the agenda, ensuring adequate information is provided to the board and encouraging independent participation in board deliberations. The lead independent board director should be available to shareholders in those situations where a director is best placed to explain and justify a company’s approach.

To ensure that the board remains effective, regular reviews of board performance should be carried out and assessments made of gaps in skills or experience amongst the members. BlackRock believes it is beneficial for new directors to be brought onto the board periodically to refresh the group’s thinking and to ensure both continuity and adequate succession planning. In identifying potential candidates, boards should take into consideration the multiple dimensions of diversity, including personal factors such as gender, ethnicity, and age; as well as professional characteristics, such as a director’s industry, area of expertise, and geographic location. The board should review these dimensions of the current directors and

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how they might be augmented by incoming directors. We believe that directors are in the best position to assess the optimal size for the board, but we would be concerned if a board seemed too small to have an appropriate balance of directors or too large to be effective.

There are matters for which the board has responsibility that may involve a conflict of interest for executives or for affiliated directors. BlackRock believes that shareholders’ interests are best served when the board forms committees of fully independent directors to deal with such matters. In many markets, these committees of the board specialize in audit, director nominations and compensation matters. An ad hoc committee might also be formed to decide on a special transaction, particularly one with a related party or to investigate a significant adverse event.

Auditors and audit-related issues

Comprehensive disclosure provides investors with a sense of the company’s long-term operational risk management practices and, more broadly, the quality of the board’s oversight. In the absence of robust disclosures, we may reasonably conclude that companies are not adequately managing risk.

BlackRock recognizes the critical importance of financial statements, which should provide a true and fair picture of a company’s financial condition. We will hold the members of the audit committee or equivalent responsible for overseeing the management of the audit function. We take particular note of cases involving significant financial restatements or ad hoc notifications of material financial weakness.

The integrity of financial statements depends on the auditor being free of any impediments to being an effective check on management. To that end, we believe it is important that auditors are, and are seen to be, independent. Where the audit firm provides services to the company in addition to the audit, the fees earned should be disclosed and explained. Audit committees should have in place a procedure for assessing annually the independence of the auditor.

Capital structure, mergers, asset sales and other special transactions

The capital structure of a company is critical to its owners, the shareholders, as it impacts the value of their investment and the priority of their interest in the company relative to that of other equity or debt investors. Pre-emptive rights are a key protection for shareholders against the dilution of their interests.

Effective voting rights are central to the rights of ownership and we believe strongly in one vote for one share as a guiding principle that supports good corporate governance. Shareholders, as the residual claimants, have the strongest interest in protecting company value, and voting power should match economic exposure.

We are concerned that the creation of a dual share class may result in an over-concentration of power in the hands of a few shareholders, thus disenfranchising other shareholders and amplifying the potential conflict of interest, which the one share, one vote principle is designed to mitigate. However, we recognize that in certain circumstances, companies may have a valid argument for dual-class listings, at least for a limited period of time. We believe that such companies should review these dual-class structures on a regular basis or as company circumstances change. Additionally, they should receive shareholder approval of their capital structure on a periodic basis via a management proposal in the company’s proxy. The proposal should give unaffiliated shareholders the opportunity to affirm the current structure or establish mechanisms to end or phase out controlling structures at the appropriate time, while minimizing costs to shareholders.

In assessing mergers, asset sales or other special transactions, BlackRock’s primary consideration is the long-term economic interests of shareholders. Boards proposing a transaction need to clearly explain the economic and strategic rationale behind it. We will review a proposed transaction to determine the degree to which it enhances long-term shareholder value. We would prefer that proposed transactions have the unanimous support of the board and have been negotiated at arm’s length. We may seek reassurance from the board that executives’ and/or board members’ financial interests in a given transaction have not adversely affected their ability to place shareholders’ interests before their own. Where the transaction involves related parties, we would expect the recommendation to support it to come from the independent directors and it is good practice to be approved by a separate vote of the non-conflicted shareholders.

BlackRock believes that shareholders have a right to dispose of company shares in the open market without unnecessary restriction. In our view, corporate mechanisms designed to limit shareholders’ ability to sell their shares are contrary to

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basic property rights. Such mechanisms can serve to protect and entrench interests other than those of the shareholders. We believe that shareholders are broadly capable of making decisions in their own best interests. We expect any so-called ‘shareholder rights plans’ proposed by a board to be subject to shareholder approval upon introduction and periodically thereafter for continuation.

Compensation and benefits

BlackRock expects a company’s board of directors to put in place a compensation structure that incentivizes and rewards executives appropriately and is aligned with shareholder interests, particularly generating sustainable long-term shareholder returns. We would expect the compensation committee to take into account the specific circumstances of the company and the key individuals the board is trying to incentivize. We encourage companies to ensure that their compensation plans incorporate appropriate and challenging performance conditions consistent with corporate strategy and market practice. We use third party research, in addition to our own analysis, to evaluate existing and proposed compensation structures. We hold members of the compensation committee or equivalent board members accountable for poor compensation practices or structures.

BlackRock believes that there should be a clear link between variable pay and company performance that drives shareholder returns. We are not supportive of one-off or special bonuses unrelated to company or individual performance. We acknowledge that the use of peer group evaluation by compensation committees can help ensure competitive pay; however, we are concerned when increases in total compensation at a company are justified solely on peer benchmarking rather than outperformance. We support incentive plans that foster the sustainable achievement of results relative to competitors. The vesting timeframes associated with incentive plans should facilitate a focus on long-term value creation. We believe consideration should be given to building claw back provisions into incentive plans such that executives would be required to forgo rewards when they are not justified by actual performance. Compensation committees should guard against contractual arrangements that would entitle executives to material compensation for early termination of their contract. Finally, pension contributions and other deferred compensation arrangements should be reasonable in light of market practice.

Non-executive directors should be compensated in a manner that is commensurate with the time and effort expended in fulfilling their professional responsibilities. Additionally, these compensation arrangements should not risk compromising their independence or aligning their interests too closely with those of the management, whom they are charged with overseeing.

Environmental and social issues

Our fiduciary duty to clients is to protect and enhance their economic interest in the companies in which we invest on their behalf. It is within this context that we undertake our corporate governance activities. We believe that well-managed companies will deal effectively with the material environmental and social (“E&S”) factors relevant to their businesses. Robust disclosure is essential for investors to effectively gauge companies’ business practices and planning related to E&S risks and opportunities.

BlackRock expects companies to issue reports aligned with the recommendations of the Task Force on Climate-related Financial Disclosures (TCFD) and the standards put forward by the Sustainability Accounting Standards Board (SASB). We view the SASB and TCFD frameworks as complementary in achieving the goal of disclosing more financially material information, particularly as it relates to industry-specific metrics and target setting. TCFD’s recommendations provide an overarching framework for disclosure on the business implications of climate change, and potentially other E&S factors. We find SASB’s industry-specific guidance (as identified in its materiality map) beneficial in helping companies identify and discuss their governance, risk assessments, and performance against these key performance indicators (KPIs). Any global standards adopted, peer group benchmarking undertaken, and verification processes in place should also be disclosed and discussed in this context.

BlackRock has been engaging with companies for several years on disclosure of material E&S factors. Given the increased understanding of sustainability risks and opportunities, and the need for better information to assess them, we specifically ask companies to:

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publish a disclosure in line with industry-specific SASB guidelines by year-end, if they have not already done so, or disclose a similar set of data in a way that is relevant to their particular business; and

disclose climate-related risks in line with the TCFD’s recommendations, if they have not already done so. This should include the company’s plan for operating under a scenario where the Paris Agreement’s goal of limiting global warming to less than two degrees is fully realized, as expressed by the TCFD guidelines.

See our commentary on our approach to engagement on TCFD and SASB aligned reporting for greater detail of our expectations.

We will use these disclosures and our engagements to ascertain whether companies are properly managing and overseeing these risks within their business and adequately planning for the future. In the absence of robust disclosures, investors, including BlackRock, will increasingly conclude that companies are not adequately managing risk.

We believe that when a company is not effectively addressing a material issue, its directors should be held accountable. We will generally engage directly with the board or management of a company when we identify issues. We may vote against the election of directors where we have concerns that a company might not be dealing with E&S factors appropriately. Sometimes we may reflect such concerns by supporting a shareholder proposal on the issue, where there seems to be either a significant potential threat or realized harm to shareholders’ interests caused by poor management of material E&S factors.

In deciding our course of action, we will assess the company’s disclosures and the nature of our engagement with the company on the issue over time, including whether:

●

The company has already taken sufficient steps to address the concern

●

The company is in the process of actively implementing a response

●

There is a clear and material economic disadvantage to the company in the near-term if the issue is not addressed in the manner requested by the shareholder proposal

We do not see it as our role to make social or political judgments on behalf of clients. Our consideration of these E&S factors is consistent with protecting the long-term economic interest of our clients’ assets. We expect investee companies to comply, at a minimum, with the laws and regulations of the jurisdictions in which they operate. They should explain how they manage situations where local laws or regulations that significantly impact the company’s operations are contradictory or ambiguous to global norms.

Climate risk

Within the framework laid out above, as well as our guidance on “How BlackRock Investment Stewardship engages on climate risk,” we believe that climate presents significant investment risks and opportunities that may impact the long-term financial sustainability of companies. We believe that the reporting frameworks developed by TCFD and SASB provide useful guidance to companies on identifying, managing, and reporting on climate-related risks and opportunities.

We expect companies to help their investors understand how the company may be impacted by climate risk, in the context of its ability to realize a long-term strategy and generate value over time. We expect companies to convey their governance around this issue through their corporate disclosures aligned with TCFD and SASB. For companies in sectors that are significantly exposed to climate-related risk, we expect the whole board to have demonstrable fluency in how climate risk affects the business and how management approaches assessing, adapting to, and mitigating that risk.

Where a company receives a shareholder proposal related to climate risk, in addition to the factors laid out above, our assessment will take into account the robustness of the company’s existing disclosures as well as our understanding of its management of the issues as revealed through our engagements with the company and board members over time. In certain instances, we may disagree with the details of a climate-related shareholder proposal but agree that the company in question has not made sufficient progress on climate-related disclosures. In these instances, we may not support the proposal, but may vote against the election of relevant directors.

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General corporate governance matters and shareholder protections

BlackRock believes that shareholders have a right to timely and detailed information on the financial performance and viability of the companies in which they invest. In addition, companies should also publish information on the governance structures in place and the rights of shareholders to influence these. The reporting and disclosure provided by companies help shareholders assess whether their economic interests have been protected and the quality of the board’s oversight of management. We believe shareholders should have the right to vote on key corporate governance matters, including changes to governance mechanisms, to submit proposals to the shareholders’ meeting and to call special meetings of shareholders.

BlackRock’s oversight of its investment stewardship activities

Oversight

We hold ourselves to a very high standard in our investment stewardship activities, including proxy voting. This function is executed by a team called BlackRock Investment Stewardship (“BIS”) which is comprised of BlackRock employees who do not have other responsibilities other than their roles in BIS. BIS is considered an investment function. The team does not have sales responsibilities.

BlackRock maintains three regional advisory committees (“Stewardship Advisory Committees”) for (a) the Americas; (b) Europe, the Middle East and Africa (“EMEA”); and (c) Asia-Pacific, generally consisting of senior BlackRock investment professionals and/or senior employees with practical boardroom experience. The regional Stewardship Advisory Committees review and advise on amendments to the proxy voting guidelines covering markets within each respective region (“Guidelines”).

In addition to the regional Stewardship Advisory Committees, the Investment Stewardship Global Oversight Committee (“Global Committee”) is a risk-focused committee, comprised of senior representatives from various BlackRock investment teams, BlackRock’s Deputy General Counsel, the Global Head of Investment Stewardship (“Global Head”), and other senior executives with relevant experience and team oversight.

The Global Head has primary oversight of the activities of BIS, including voting in accordance with the Guidelines, which require the application of professional judgment and consideration of each company’s unique circumstances. The Global Committee reviews and approves amendments to these Global Corporate Governance & Engagement Principles. The Global Committee also reviews and approves amendments to the regional Guidelines, as proposed by the regional Stewardship Advisory Committees.

In addition, the Global Committee receives and reviews periodic reports regarding the votes cast by BIS, as well as regular updates on material process issues, procedural changes and other risk oversight considerations. The Global Committee reviews these reports in an oversight capacity as informed by the BIS corporate governance engagement program and Guidelines.

BIS carries out engagement with companies, monitors and executes proxy votes, and conducts vote operations (including maintaining records of votes cast) in a manner consistent with the relevant Guidelines. BIS also conducts research on corporate governance issues and participates in industry discussions to keep abreast of important developments in the corporate governance field. BIS may utilize third parties for certain of the foregoing activities and performs oversight of those third parties. BIS may raise complicated or particularly controversial matters for internal discussion with the relevant investment teams and/or refer such matters to the appropriate regional Stewardship Advisory Committees for review, discussion and guidance prior to making a voting decision.

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Vote execution

We carefully consider proxies submitted to funds and other fiduciary account(s) (“Fund” or “Funds”) for which we have voting authority. BlackRock votes (or refrains from voting) proxies for each Fund for which we have voting authority based on our evaluation of the best long-term economic interests of shareholders, in the exercise of our independent business judgment, and without regard to the relationship of the issuer of the proxy (or any shareholder proponent or dissident shareholder) to the Fund, the Fund’s affiliates (if any), BlackRock or BlackRock’s affiliates, or BlackRock employees (see “Conflicts management policies and procedures”, below).

When exercising voting rights, BlackRock will normally vote on specific proxy issues in accordance with the Guidelines for the relevant market. The Guidelines are reviewed regularly and are amended consistent with changes in the local market practice, as developments in corporate governance occur, or as otherwise deemed advisable by BlackRock’s Stewardship Advisory Committees. BIS may, in the exercise of their professional judgment, conclude that the Guidelines do not cover the specific matter upon which a proxy vote is required or that an exception to the Guidelines would be in the best long-term economic interests of BlackRock’s clients.

In the uncommon circumstance of there being a vote with respect to fixed income securities or the securities of privately held issuers, the decision generally will be made by a Fund’s portfolio managers and/or BIS based on their assessment of the particular transactions or other matters at issue.

In certain markets, proxy voting involves logistical issues which can affect BlackRock’s ability to vote such proxies, as well as the desirability of voting such proxies. These issues include but are not limited to: (i) untimely notice of shareholder meetings; (ii) restrictions on a foreigner’s ability to exercise votes; (iii) requirements to vote proxies in person; (iv) “share-blocking” (requirements that investors who exercise their voting rights surrender the right to dispose of their holdings for some specified period in proximity to the shareholder meeting); (v) potential difficulties in translating the proxy; (vi) regulatory constraints; and (vii) requirements to provide local agents with unrestricted powers of attorney to facilitate voting instructions. We are not supportive of impediments to the exercise of voting rights such as shareblocking or overly burdensome administrative requirements.

As a consequence, BlackRock votes proxies on a “best-efforts” basis. In addition, BIS may determine that it is generally in the best interests of BlackRock’s clients not to vote proxies if the costs (including but not limited to opportunity costs associated with shareblocking constraints) associated with exercising a vote are expected to outweigh the benefit the client would derive by voting on the proposal.

Portfolio managers have full discretion to vote the shares in the Funds they manage based on their analysis of the economic impact of a particular ballot item. Portfolio managers may from time to time reach differing views on how best to maximize economic value with respect to a particular investment. Therefore, portfolio managers may, and sometimes do, vote shares in the Funds under their management differently from one another. However, because BlackRock’s clients are mostly long-term investors with long-term economic goals, ballots are frequently cast in a uniform manner.

Conflicts management policies and procedures

BIS maintains the following policies and procedures that seek to prevent undue influence on BlackRock’s proxy voting activity. Such influence might stem from any relationship between the investee company (or any shareholder proponent or dissident shareholder) and BlackRock, BlackRock’s affiliates, a Fund or a Fund’s affiliates, or BlackRock employees. The following are examples of sources of perceived or potential conflicts of interest:

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BlackRock clients who may be issuers of securities or proponents of shareholder resolutions

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BlackRock business partners or third parties who may be issuers of securities or proponents of shareholder resolutions

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BlackRock employees who may sit on the boards of public companies held in Funds managed by BlackRock

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Significant BlackRock, Inc. investors who may be issuers of securities held in Funds managed by BlackRock

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Securities of BlackRock, Inc. or BlackRock investment funds held in Funds managed by BlackRock

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BlackRock, Inc. board members who serve as senior executives of public companies held in Funds managed by BlackRock

BlackRock has taken certain steps to mitigate perceived or potential conflicts including, but not limited to, the following:

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Adopted the Guidelines which are designed to protect and enhance the economic value of the companies in which BlackRock invests on behalf of clients.

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Established a reporting structure that separates BIS from employees with sales, vendor management or business partnership roles. In addition, BlackRock seeks to ensure that all engagements with corporate issuers, dissident shareholders or shareholder proponents are managed consistently and without regard to BlackRock’s relationship with such parties. Clients or business partners are not given special treatment or differentiated access to BIS. BIS prioritizes engagements based on factors including but not limited to our need for additional information to make a voting decision or our view on the likelihood that an engagement could lead to positive outcome(s) over time for the economic value of the company. Within the normal course of business, BIS may engage directly with BlackRock clients, business partners and/or third parties, and/or with employees with sales, vendor management or business partnership roles, in discussions regarding our approach to stewardship, general corporate governance matters, client reporting needs, and/or to otherwise ensure that proxy-related client service levels are met.

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Determined to engage, in certain instances, an independent fiduciary to vote proxies as a further safeguard to avoid potential conflicts of interest, to satisfy regulatory compliance requirements, or as may be otherwise required by applicable law. In such circumstances, the independent fiduciary provides BlackRock’s proxy voting agent with instructions, in accordance with the Guidelines, as to how to vote such proxies, and BlackRock’s proxy voting agent votes the proxy in accordance with the independent fiduciary’s determination. BlackRock uses an independent fiduciary to vote proxies of (i) any company that is affiliated with BlackRock, Inc., (ii) any public company that includes BlackRock employees on its board of directors, (iii) The PNC Financial Services Group, Inc., (iv) any public company of which a BlackRock, Inc. board member serves as a senior executive, and (v) companies when legal or regulatory requirements compel BlackRock to use an independent fiduciary. In selecting an independent fiduciary, we assess several characteristics, including but not limited to: independence, an ability to analyze proxy issues and vote in the best economic interest of our clients, reputation for reliability and integrity, and operational capacity to accurately deliver the assigned votes in a timely manner. We may engage more than one independent fiduciary, in part in order to mitigate potential or perceived conflicts of interest at an independent fiduciary. The Global Committee appoints and reviews the performance of the independent fiduciar(ies), generally on an annual basis.

When so authorized, BlackRock acts as a securities lending agent on behalf of Funds. With regard to the relationship between securities lending and proxy voting, BlackRock’s approach is driven by our clients’ economic interests. The decision whether to recall securities on loan to vote is based on a formal analysis of the revenue producing value to clients of loans, against the assessed economic value of casting votes. Generally, we expect that the likely economic value to clients of casting votes would be less than the securities lending income, either because, in our assessment, the resolutions being voted on will not have significant economic consequences or because the outcome would not be affected by BlackRock recalling loaned securities in order to vote. BlackRock also may, in our discretion, determine that the value of voting outweighs the cost of recalling shares, and thus recall shares to vote in that instance.

Periodically, BlackRock reviews our process for determining whether to recall securities on loan in order to vote and may modify it as necessary.

Voting guidelines

The issue-specific Guidelines published for each region/country in which we vote are intended to summarize BlackRock’s general philosophy and approach to issues that may commonly arise in the proxy voting context in each market where we invest. These Guidelines are not intended to be exhaustive. BIS applies the Guidelines on a case-by-case basis, in the context of the individual circumstances of each company and the specific issue under review. As such, these Guidelines do not indicate how BIS will vote in every instance. Rather, they share our view about corporate governance issues generally, and provide insight into how we typically approach issues that commonly arise on corporate ballots.

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Reporting and vote transparency

We inform clients about our engagement and voting policies and activities through direct communication and through disclosure on our website. Each year we publish an annual report, an annual engagement and voting statistics report, and our full voting record to our website. On a quarterly basis, we publish regional reports which provide an overview of our investment stewardship engagement and voting activities during the quarter, including market developments, speaking engagements, and engagement and voting statistics. Additionally, we make public our market-specific voting guidelines for the benefit of clients and companies with whom we engage.

This document is provided for information purposes only and must not be relied upon as a forecast, research, or investment advice. BlackRock is not making any recommendation or soliciting any action based upon the information contained herein and nothing in this document should be construed as constituting an offer to sell, or a solicitation of any offer to buy, securities in any jurisdiction to any person. This information provided herein does not constitute financial, tax, legal or accounting advice, you should consult your own advisers on such matters.

The information and opinions contained in this document are as of January 2020 unless it is stated otherwise and may change as subsequent conditions vary. The information and opinions contained in this material are derived from proprietary and non-proprietary sources deemed by BlackRock to be reliable, are not necessarily all-inclusive and are not guaranteed as to accuracy. Although such information is believed to be reliable for the purposes used herein, BlackRock does not assume any responsibility for the accuracy or completeness of such information. Reliance upon information in this material is at the sole discretion of the reader. Certain information contained herein represents or is based upon forward-looking statements or information. BlackRock and its affiliates believe that such statements and information are based upon reasonable estimates and assumptions. However, forward-looking statements are inherently uncertain, and factors may cause events or results to differ from those projected. Therefore, undue reliance should not be placed on such forward-looking statements and information.

Prepared by BlackRock, Inc.

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BlackRock

Investment

Stewardship

Corporate governance and proxy voting

guidelines for U.S. securities

January 2020

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Contents



Introduction			3

Voting guidelines			3

Boards and directors			3

Auditors and audit-related issues			8

Capital structure proposals			9

Mergers, asset sales, and other special transactions			10

Executive Compensation			10

Environmental and social issues			13

General corporate governance matters			14

Shareholder Protections			16

If you would like additional information, please contact:

ContactStewardship@blackrock.com

BLACKROCK

These guidelines should be read in conjunction with the BlackRock Investment Stewardship Global Corporate Governance Guidelines & Engagement Principles.

Introduction

BlackRock, Inc. and its subsidiaries (collectively, “BlackRock”) seek to make proxy voting decisions in the manner most likely to protect and enhance the economic value of the securities held in client accounts. The following issue-specific proxy voting guidelines (the “Guidelines”) are intended to summarize BlackRock Investment Stewardship’s general philosophy and approach to corporate governance issues that most commonly arise in proxy voting for U.S. securities. These Guidelines are not intended to limit the analysis of individual issues at specific companies and are not intended to provide a guide to how BlackRock will vote in every instance. Rather, they share our view about corporate governance issues generally, and provide insight into how we typically approach issues that commonly arise on corporate ballots, as well as our expectations of boards of directors. They are applied with discretion, taking into consideration the range of issues and facts specific to the company and the individual ballot item.

Voting guidelines

These guidelines are divided into eight key themes which group together the issues that frequently appear on the agenda of annual and extraordinary meetings of shareholders:

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Boards and directors

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Auditors and audit-related issues

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Capital structure

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Mergers, asset sales, and other special transactions

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Executive compensation

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Environmental and social issues

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General corporate governance matters

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Shareholder protections

Boards and directors

Director elections

In general, BlackRock supports the election of directors as recommended by the board in uncontested elections. However, we believe that when a company is not effectively addressing a material issue, its directors should be held accountable. We may withhold votes from directors or members of particular board committees in certain situations, as indicated below.

Independence

We expect a majority of the directors on the board to be independent. In addition, all members of key committees, including audit, compensation, and nominating / governance committees, should be independent. Our view of independence may vary slightly from listing standards.

In particular, common impediments to independence in the U.S. may include:

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Employment as a senior executive by the company or a subsidiary within the past five years

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An equity ownership in the company in excess of 20%


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Having any other interest, business, or relationship which could, or could reasonably be perceived to, materially interfere with the director’s ability to act in the best interests of the company

We may vote against directors serving on key committees that we do not consider to be independent.

When evaluating controlled companies, as defined by the U.S. stock exchanges, we will only vote against insiders or affiliates who sit on the audit committee, but not other key committees.

Oversight

We expect the board to exercise appropriate oversight over management and business activities of the company. We will consider voting against committee members and / or individual directors in the following circumstances:

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Where the board has failed to exercise oversight with regard to accounting practices or audit oversight, we will consider voting against the current audit committee, and any other members of the board who may be responsible. For example, this may apply to members of the audit committee during a period when the board failed to facilitate quality, independent auditing if substantial accounting irregularities suggest insufficient oversight by that committee

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Members of the compensation committee during a period in which executive compensation appears excessive relative to performance and peers, and where we believe the compensation committee has not already substantially addressed this issue

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The chair of the nominating / governance committee, or where no chair exists, the nominating / governance committee member with the longest tenure, where the board is not comprised of a majority of independent directors. However, this would not apply in the case of a controlled company

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Where it appears the director has acted (at the company or at other companies) in a manner that compromises his / her reliability to represent the best long-term economic interests of shareholders

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Where a director has a pattern of poor attendance at combined board and applicable key committee meetings. Excluding exigent circumstances, BlackRock generally considers attendance at less than 75% of the combined board and applicable key committee meetings by a board member to be poor attendance

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Where a director serves on an excess number of boards, which may limit his / her capacity to focus on each board’s requirements. The following illustrates the maximum number of boards on which a director may serve, before he / she is considered to be over-committed:

*In addition to the company under review

Responsiveness to shareholders

We expect a board to be engaged and responsive to its shareholders. Where we believe a board has not substantially addressed shareholder concerns, we may vote against the appropriate committees and / or individual directors. The following illustrates common circumstances:

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The independent chair or lead independent director, members of the nominating / governance committee, and / or the longest tenured director(s), where we observe a lack of board responsiveness to shareholders, evidence of board entrenchment, and / or failure to promote adequate board succession planning

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The chair of the nominating / governance committee, or where no chair exists, the nominating / governance committee member with the longest tenure, where board member(s) at the most recent election of directors have


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received withhold votes from more than 30% of shares voted and the board has not taken appropriate action to respond to shareholder concerns. This may not apply in cases where BlackRock did not support the initial withhold vote

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The independent chair or lead independent director and / or members of the nominating / governance committee, where a board fails to implement shareholder proposals that receive a majority of votes cast at a prior shareholder meeting, and the proposals, in our view, have a direct and substantial impact on shareholders’ fundamental rights or long-term economic interests

Shareholder rights

We expect a board to act with integrity and to uphold governance best practices. Where we believe a board has not acted in the best interests of its shareholders, we may vote against the appropriate committees and / or individual directors. The following illustrates common circumstances:

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The independent chair or lead independent director and members of the governance committee, where a board implements or renews a poison pill without shareholder approval

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The independent chair or lead independent director and members of the governance committee, where a board amends the charter / articles / bylaws such that the effect may be to entrench directors or to significantly reduce shareholder rights

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Members of the compensation committee where the company has repriced options without shareholder approval

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If a board maintains a classified structure, it is possible that the director(s) with whom we have a particular concern may not be subject to election in the year that the concern arises. In such situations, if we have a concern regarding a committee or committee chair that is not up for re-election, we will generally register our concern by withholding votes from all available members of the relevant committee

Board composition and effectiveness

We encourage boards to periodically renew their membership to ensure relevant skills and experience within the boardroom. To this end, regular performance reviews and skills assessments should be conducted by the nominating / governance committee.

Furthermore, we expect boards to be comprised of a diverse selection of individuals who bring their personal and professional experiences to bear in order to create a constructive debate of competing views and opinions in the boardroom. We recognize that diversity has multiple dimensions. In identifying potential candidates, boards should take into consideration the full breadth of diversity including personal factors, such as gender, ethnicity, and age; as well as professional characteristics, such as a director’s industry, area of expertise, and geographic location. In addition to other elements of diversity, we encourage companies to have at least two women directors on their board. Our publicly available commentary explains our approach to engaging on board diversity.

We encourage boards to disclose their views on:

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The mix of competencies, experience, and other qualities required to effectively oversee and guide management in light of the stated long-term strategy of the company

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The process by which candidates are identified and selected, including whether professional firms or other sources outside of incumbent directors’ networks have been engaged to identify and / or assess candidates

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The process by which boards evaluate themselves and any significant outcomes of the evaluation process, without divulging inappropriate and / or sensitive details

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The consideration given to board diversity, including, but not limited to, gender, ethnicity, race, age, experience, geographic location, skills, and perspective in the nomination process


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While we support regular board refreshment, we are not opposed in principle to long-tenured directors, nor do we believe that long board tenure is necessarily an impediment to director independence. A variety of director tenures within the boardroom can be beneficial to ensure board quality and continuity of experience.

Our primary concern is that board members are able to contribute effectively as corporate strategy evolves and business conditions change, and that all directors, regardless of tenure, demonstrate appropriate responsiveness to shareholders. We acknowledge that no single person can be expected to bring all relevant skill sets to a board; at the same time, we generally do not believe it is necessary or appropriate to have any particular director on the board solely by virtue of a singular background or specific area of expertise.

Where boards find that age limits or term limits are the most efficient and objective mechanism for ensuring periodic board refreshment, we generally defer to the board’s determination in setting such limits.

To the extent that we believe that a company has not adequately accounted for diversity in its board composition within a reasonable timeframe, we may vote against the nominating / governance committee for an apparent lack of commitment to board effectiveness.

Board size

We typically defer to the board in setting the appropriate size and believe directors are generally in the best position to assess the optimal board size to ensure effectiveness. However, we may oppose boards that appear too small to allow for effective shareholder representation or too large to function efficiently.

CEO and management succession planning

There should be a robust CEO and senior management succession plan in place at the board level that is reviewed and updated on a regular basis. We expect succession planning to cover both long-term planning consistent with the strategic direction of the company and identified leadership needs over time, as well as short-term planning in the event of an unanticipated executive departure. We encourage the company to explain its executive succession planning process, including where accountability lies within the boardroom for this task, without prematurely divulging sensitive information commonly associated with this exercise.

Classified board of directors / staggered terms

We believe that directors should be re-elected annually and that classification of the board generally limits shareholders’ rights to regularly evaluate a board’s performance and select directors. While we will typically support proposals requesting board de-classification, we may make exceptions, should the board articulate an appropriate strategic rationale for a classified board structure, such as when a company needs consistency and stability during a time of transition, e.g. newly public companies or companies undergoing a strategic restructuring. A classified board structure may also be justified at non-operating companies, e.g. closed-end funds or business development companies (BDC)¹, in certain circumstances. We would, however, expect boards with a classified structure to periodically review the rationale for such structure and consider when annual elections might be appropriate.

Without a voting mechanism to immediately address concerns of a specific director, we may choose to vote against or withhold votes from the available slate of directors by default (see “Shareholder rights” for additional detail).

Contested director elections

The details of contested elections, or proxy contests, are assessed on a case-by-case basis. We evaluate a number of factors, which may include: the qualifications of the dissident and management candidates; the validity of the concerns identified by the dissident; the viability of both the dissident’s and management’s plans; the likelihood that the dissident’s

¹A business development company (BDC) is a special investment vehicle under the Investment Company Act of 1940 that is designed to facilitate capital formation for small and middle-market companies.


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solutions will produce the desired change; and whether the dissident represents the best option for enhancing long-term shareholder value.

Cumulative voting

We believe that a majority vote standard is in the best long-term interest of shareholders. It ensures director accountability via the requirement to be elected by more than half of the votes cast. As such, we will generally oppose proposals requesting the adoption of cumulative voting, which may disproportionately aggregate votes on certain issues or director candidates.

Director compensation and equity programs

We believe that compensation for directors should be structured to attract and retain the best possible directors, while also aligning their interests with those of shareholders. We believe director compensation packages that are based on the company’s long-term value creation and include some form of long-term equity compensation are more likely to meet this goal. In addition, we expect directors to build meaningful share ownership over time.

Majority vote requirements

BlackRock believes that directors should generally be elected by a majority of the shares voted and will normally support proposals seeking to introduce bylaws requiring a majority vote standard for director elections. Majority voting standards assist in ensuring that directors who are not broadly supported by shareholders are not elected to serve as their representatives. Some companies with a plurality voting standard have adopted a resignation policy for directors who do not receive support from at least a majority of votes cast. Where we believe that the company already has a sufficiently robust majority voting process in place, we may not support a shareholder proposal seeking an alternative mechanism.

Risk oversight

Companies should have an established process for identifying, monitoring, and managing key risks. Independent directors should have ready access to relevant management information and outside advice, as appropriate, to ensure they can properly oversee risk management. We encourage companies to provide transparency around risk measurement, mitigation, and reporting to the board. We are particularly interested in understanding how risk oversight processes evolve in response to changes in corporate strategy and / or shifts in the business and related risk environment. Comprehensive disclosure provides investors with a sense of the company’s long-term operational risk management practices and, more broadly, the quality of the board’s oversight. In the absence of robust disclosures, we may reasonably conclude that companies are not adequately managing risk.

Separation of chairman and CEO

We believe that independent leadership is important in the boardroom. In the U.S. there are two commonly accepted structures for independent board leadership: 1) an independent chairman; or 2) a lead independent director when the roles of chairman and CEO are combined.

In the absence of a significant governance concern, we defer to boards to designate the most appropriate leadership structure to ensure adequate balance and independence.

In the event that the board chooses a combined chair / CEO model, we generally support the designation of a lead independent director if they have the power to: 1) provide formal input into board meeting agendas; 2) call meetings of the independent directors; and 3) preside at meetings of independent directors. Furthermore, while we anticipate that most directors will be elected annually, we believe an element of continuity is important for this role for an extended period of time to provide appropriate leadership balance to the chair / CEO.


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The following table illustrates examples of responsibilities under each board leadership model:


	Combined Chair / CEO Model		Separate Chair Model
	Chair / CEO	Lead Director	Chair

Board Meetings	Authority to call full meetings of the board of directors	Attends full meetings of the board of directors Authority to call meetings of independent directors Briefs CEO on issues arising from executive sessions	Authority to call full meetings of the board of directors

Agenda	Primary responsibility for shaping board agendas, consulting with the lead director	Collaborates with chair / CEO to set board agenda and board information	Primary responsibility for shaping board agendas, in conjunction with CEO

Board Communications	Communicates with all directors on key issues and concerns outside of full board meetings	Facilitates discussion among independent directors on key issues and concerns outside of full board meetings, including contributing to the oversight of CEO and management succession planning	Facilitates discussion among independent directors on key issues and concerns outside of full board meetings, including contributing to the oversight of CEO and management succession planning

Auditors and audit-related issues

BlackRock recognizes the critical importance of financial statements to provide a complete and accurate portrayal of a company’s financial condition. Consistent with our approach to voting on boards of directors, we seek to hold the audit committee of the board responsible for overseeing the management of the audit function at a company, and may withhold votes from the audit committee members where the board has failed to facilitate quality, independent auditing. We look to the audit committee report for insight into the scope of the audit committee responsibilities, including an overview of audit committee processes, issues on the audit committee agenda, and key decisions taken by the audit committee. We take particular note of cases involving significant financial restatements or material weakness disclosures, and we expect timely disclosure and remediation of accounting irregularities.

The integrity of financial statements depends on the auditor effectively fulfilling its role. To that end, we favor an independent auditor. In addition, to the extent that an auditor fails to reasonably identify and address issues that eventually lead to a significant financial restatement, or the audit firm has violated standards of practice that protect the interests of shareholders, we may also vote against ratification.

From time to time, shareholder proposals may be presented to promote auditor independence or the rotation of audit firms. We may support these proposals when they are consistent with our views as described above.


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Capital structure proposals

Equal voting rights

BlackRock believes that shareholders should be entitled to voting rights in proportion to their economic interests. We believe that companies that look to add or already have dual or multiple class share structures should review these structures on a regular basis or as company circumstances change. Companies should receive shareholder approval of their capital structure on a periodic basis via a management proposal on the company’s proxy. The proposal should give unaffiliated shareholders the opportunity to affirm the current structure or establish mechanisms to end or phase out controlling structures at the appropriate time, while minimizing costs to shareholders.

Blank check preferred stock

We frequently oppose proposals requesting authorization of a class of preferred stock with unspecified voting, conversion, dividend distribution, and other rights (“blank check” preferred stock) because they may serve as a transfer of authority from shareholders to the board and as a possible entrenchment device. We generally view the board’s discretion to establish voting rights on a when-issued basis as a potential anti-takeover device, as it affords the board the ability to place a block of stock with an investor sympathetic to management, thereby foiling a takeover bid without a shareholder vote.

Nonetheless, we may support the proposal where the company:

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Appears to have a legitimate financing motive for requesting blank check authority

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Has committed publicly that blank check preferred shares will not be used for anti-takeover purposes

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Has a history of using blank check preferred stock for financings

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Has blank check preferred stock previously outstanding such that an increase would not necessarily provide further anti-takeover protection but may provide greater financing flexibility

Increase in authorized common shares

BlackRock considers industry-specific norms in our analysis of these proposals, as well as a company’s history with respect to the use of its common shares. Generally, we are predisposed to support a company if the board believes additional common shares are necessary to carry out the firm’s business. The most substantial concern we might have with an increase is the possibility of use of common shares to fund a poison pill plan that is not in the economic interests of shareholders.

Increase or issuance of preferred stock

We generally support proposals to increase or issue preferred stock in cases where the company specifies the voting, dividend, conversion, and other rights of such stock where the terms of the preferred stock appear reasonable.

Stock splits

We generally support stock splits that are not likely to negatively affect the ability to trade shares or the economic value of a share. We generally support reverse stock splits that are designed to avoid delisting or to facilitate trading in the stock, where the reverse split will not have a negative impact on share value (e.g. one class is reduced while others remain at pre-split levels). In the event of a proposal for a reverse split that would not also proportionately reduce the company’s authorized stock, we apply the same analysis we would use for a proposal to increase authorized stock.


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Mergers, asset sales, and other special transactions

BlackRock’s primary concern is the best long-term economic interests of shareholders. While merger, asset sales, and other special transaction proposals vary widely in scope and substance, we closely examine certain salient features in our analyses, such as:

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The degree to which the proposed transaction represents a premium to the company’s trading price. We consider the share price over multiple time periods prior to the date of the merger announcement. In most cases, business combinations should provide a premium. We may consider comparable transaction analyses provided by the parties’ financial advisors and our own valuation assessments. For companies facing insolvency or bankruptcy, a premium may not apply

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There should be clear strategic, operational, and / or financial rationale for the combination

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Unanimous board approval and arm’s-length negotiations are preferred. We will consider whether the transaction involves a dissenting board or does not appear to be the result of an arm’s-length bidding process. We may also consider whether executive and / or board members’ financial interests in a given transaction appear likely to affect their ability to place shareholders’ interests before their own

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We prefer transaction proposals that include the fairness opinion of a reputable financial advisor assessing the value of the transaction to shareholders in comparison to recent similar transactions

Poison pill plans

Where a poison pill is put to a shareholder vote by management, our policy is to examine these plans individually. Although we oppose most plans, we may support plans that include a reasonable “qualifying offer clause.” Such clauses typically require shareholder ratification of the pill and stipulate a sunset provision whereby the pill expires unless it is renewed. These clauses also tend to specify that an all cash bid for all shares that includes a fairness opinion and evidence of financing does not trigger the pill, but forces either a special meeting at which the offer is put to a shareholder vote, or the board to seek the written consent of shareholders where shareholders could rescind the pill at their discretion. We may also support a pill where it is the only effective method for protecting tax or other economic benefits that may be associated with limiting the ownership changes of individual shareholders.

We generally vote in favor of shareholder proposals to rescind poison pills.

Reimbursement of expenses for successful shareholder campaigns

We generally do not support shareholder proposals seeking the reimbursement of proxy contest expenses, even in situations where we support the shareholder campaign. We believe that introducing the possibility of such reimbursement may incentivize disruptive and unnecessary shareholder campaigns.

Executive Compensation

We note that there are both management and shareholder proposals related to executive compensation. We generally vote on these proposals as described below, except that we typically oppose shareholder proposals on issues where the company already has a reasonable policy in place that we believe is sufficient to address the issue. We may also oppose a shareholder proposal regarding executive compensation if the company’s history suggests that the issue raised is not likely to present a problem for that company.

Advisory resolutions on executive compensation (“Say on Pay”)

In cases where there is a Say on Pay vote, BlackRock will respond to the proposal as informed by our evaluation of compensation practices at that particular company and in a manner that appropriately addresses the specific question


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posed to shareholders. In a commentary on our website, entitled “BlackRock Investment Stewardship’s approach to executive compensation,” we explain our beliefs and expectations related to executive compensation practices, our Say on Pay analysis framework, and our typical approach to engagement and voting on Say on Pay.

Advisory votes on the frequency of Say on Pay resolutions

BlackRock will generally support triennial pay frequency votes, but we defer to the board to determine the appropriate timeframe upon which pay should be reviewed. In evaluating pay, we believe that the compensation committee is responsible for constructing a plan that appropriately incentivizes executives for long-term value creation, utilizing relevant metrics and structure to ensure overall pay and performance alignment. In a similar vein, we defer to the board to establish the most appropriate timeframe for review of pay structure, absent a change in strategy that would suggest otherwise.

However, we may support an annual pay frequency vote in some situations, for example, where we conclude that a company has failed to align pay with performance. In these circumstances, we will also consider voting against the compensation committee members.

Claw back proposals

We generally favor recoupment from any senior executive whose compensation was based on faulty financial reporting or deceptive business practices. In addition to fraudulent acts, we also favor recoupment from any senior executive whose behavior caused direct financial harm to shareholders, reputational risk to the company, or resulted in a criminal investigation, even if such actions did not ultimately result in a material restatement of past results. This includes, but is not limited to, settlement agreements arising from such behavior and paid for directly by the company. We typically support shareholder proposals on these matters unless the company already has a robust claw back policy that sufficiently addresses our concerns.

Employee stock purchase plans

We believe these plans can provide performance incentives and help align employees’ interests with those of shareholders. The most common form of employee stock purchase plan (“ESPP”) qualifies for favorable tax treatment under Section 423 of the Internal Revenue Code. We will typically support qualified ESPP proposals.

Equity compensation plans

BlackRock supports equity plans that align the economic interests of directors, managers, and other employees with those of shareholders. We believe that boards should establish policies prohibiting the use of equity awards in a manner that could disrupt the intended alignment with shareholder interests (e.g. the use of stock as collateral for a loan; the use of stock in a margin account; the use of stock [or an unvested award] in hedging or derivative transactions). We may support shareholder proposals requesting the establishment of such policies.

Our evaluation of equity compensation plans is based on a company’s executive pay and performance relative to peers and whether the plan plays a significant role in a pay-for-performance disconnect. We generally oppose plans that contain “evergreen” provisions, which allow for the unlimited increase of shares reserved without requiring further shareholder approval after a reasonable time period. We also generally oppose plans that allow for repricing without shareholder approval. We may also oppose plans that provide for the acceleration of vesting of equity awards even in situations where an actual change of control may not occur. We encourage companies to structure their change of control provisions to require the termination of the covered employee before acceleration or special payments are triggered.

Golden parachutes

We generally view golden parachutes as encouragement to management to consider transactions that might be beneficial to shareholders. However, a large potential pay-out under a golden parachute arrangement also presents the risk of motivating a management team to support a sub-optimal sale price for a company.


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When determining whether to support or oppose an advisory vote on a golden parachute plan, we normally support the plan unless it appears to result in payments that are excessive or detrimental to shareholders. In evaluating golden parachute plans, BlackRock may consider several factors, including:

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Whether we believe that the triggering event is in the best interest of shareholders

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Whether management attempted to maximize shareholder value in the triggering event

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The percentage of total premium or transaction value that will be transferred to the management team, rather than shareholders, as a result of the golden parachute payment

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Whether excessively large excise tax gross-up payments are part of the pay-out

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Whether the pay package that serves as the basis for calculating the golden parachute payment was reasonable in light of performance and peers

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Whether the golden parachute payment will have the effect of rewarding a management team that has failed to effectively manage the company

It may be difficult to anticipate the results of a plan until after it has been triggered; as a result, BlackRock may vote against a golden parachute proposal even if the golden parachute plan under review was approved by shareholders when it was implemented.

We may support shareholder proposals requesting that implementation of such arrangements require shareholder approval. We generally support proposals requiring shareholder approval of plans that exceed 2.99 times an executive’s current salary and bonus, including equity compensation.

Option exchanges

We believe that there may be legitimate instances where underwater options create an overhang on a company’s capital structure and a repricing or option exchange may be warranted. We will evaluate these instances on a case-by-case basis. BlackRock may support a request to reprice or exchange underwater options under the following circumstances:

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The company has experienced significant stock price decline as a result of macroeconomic trends, not individual company performance

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Directors and executive officers are excluded; the exchange is value neutral or value creative to shareholders; tax, accounting, and other technical considerations have been fully contemplated

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There is clear evidence that absent repricing, the company will suffer serious employee incentive or retention and recruiting problems

BlackRock may also support a request to exchange underwater options in other circumstances, if we determine that the exchange is in the best interest of shareholders.

Pay-for-Performance plans

In order for executive compensation exceeding $1 million USD to qualify for federal tax deductions, related to Section 162(m) of the Internal Revenue Code of 1986, the Omnibus Budget Reconciliation Act (“OBRA”) requires companies to link compensation for the company’s top five executives to disclosed performance goals and submit the plans for shareholder approval. The law further requires that a compensation committee comprised solely of outside directors administer these plans. Because the primary objective of these proposals is to preserve the deductibility of such compensation, we generally favor approval in order to preserve net income.


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Supplemental executive retirement plans

BlackRock may support shareholder proposals requesting to put extraordinary benefits contained in Supplemental Executive Retirement Plans (“SERP”) agreements to a shareholder vote unless the company’s executive pension plans do not contain excessive benefits beyond what is offered under employee-wide plans.

Environmental and social issues

BlackRock expects companies to issue reports aligned with the recommendations of the Task Force on Climate-related Financial Disclosures (TCFD) and the standards put forward by the Sustainability Accounting Standards Board (SASB). We view the SASB and TCFD frameworks as complementary in achieving the goal of disclosing more financially material information, particularly as it relates to industry-specific metrics and target setting. TCFD’s recommendations provide an overarching framework for disclosure on the business implications of climate change, and potentially other E&S factors. We find SASB’s industry-specific guidance (as identified in its materiality map) beneficial in helping companies identify and discuss their governance, risk assessments, and performance against these key performance indicators (KPIs). Any global standards adopted, peer group benchmarking undertaken, and verification process in place should also be disclosed and discussed in this context.

Publish disclosures in line with industry specific SASB guidelines by year-end, if they have not already done so, or disclose a similar set of data in a way that is relevant to their particular business; and

Disclose climate-related risks in line with the TCFD’s recommendations, if they have not already done so. This should include the company’s plan for operating under a scenario where the Paris Agreement’s goal of limiting global warming to less than two degrees is fully realized, as expressed by the TCFD guidelines.

See our commentary on our approach to engagement on TCFD and SASB aligned reporting for greater detail of our expectations.

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The company has already taken sufficient steps to address the concern

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The company is in the process of actively implementing a response

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There is a clear and material economic disadvantage to the company in the near-term if the issue is not addressed in the manner requested by the shareholder proposal


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We do not see it as our role to make social, ethical, or political judgments on behalf of clients, but rather, to protect their long-term economic interests as shareholders. We expect investee companies to comply, at a minimum, with the laws and regulations of the jurisdictions in which they operate. They should explain how they manage situations where such laws or regulations are contradictory or ambiguous.

Climate risk

Corporate political activities

Companies may engage in certain political activities, within legal and regulatory limits, in order to influence public policy consistent with the companies’ values and strategies, and thus serve shareholders’ best long-term economic interests. These activities can create risks, including: the potential for allegations of corruption; the potential for reputational issues associated with a candidate, party, or issue; and risks that arise from the complex legal, regulatory, and compliance considerations associated with corporate political activity. We believe that companies which choose to engage in political activities should develop and maintain robust processes to guide these activities and to mitigate risks, including a level of board oversight.

When presented with shareholder proposals requesting increased disclosure on corporate political activities, we may consider the political activities of that company and its peers, the existing level of disclosure, and our view regarding the associated risks. We generally believe that it is the duty of boards and management to determine the appropriate level of disclosure of all types of corporate activity, and we are generally not supportive of proposals that are overly prescriptive in nature. We may decide to support a shareholder proposal requesting additional reporting of corporate political activities where there seems to be either a significant potential threat or actual harm to shareholders’ interests, and where we believe the company has not already provided shareholders with sufficient information to assess the company’s management of the risk.

Finally, we believe that it is not the role of shareholders to suggest or approve corporate political activities; therefore we generally do not support proposals requesting a shareholder vote on political activities or expenditures.

General corporate governance matters

Adjourn meeting to solicit additional votes

We generally support such proposals unless the agenda contains items that we judge to be detrimental to shareholders’ best long-term economic interests.


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Bundled proposals

We believe that shareholders should have the opportunity to review substantial governance changes individually without having to accept bundled proposals. Where several measures are grouped into one proposal, BlackRock may reject certain positive changes when linked with proposals that generally contradict or impede the rights and economic interests of shareholders.

Exclusive forum provisions

BlackRock generally supports proposals to seek exclusive forum for certain shareholder litigation. In cases where a board unilaterally adopts exclusive forum provisions that we consider unfavorable to the interests of shareholders, we will vote against the independent chair or lead independent director and members of the governance committee.

Multi-jurisdictional companies

Where a company is listed on multiple exchanges or incorporated in a country different from its primary listing, we will seek to apply the most relevant market guideline(s) to our analysis of the company’s governance structure and specific proposals on the shareholder meeting agenda. In doing so, we typically consider the governance standards of the company’s primary listing, the market standards by which the company governs itself, and the market context of each specific proposal on the agenda. If the relevant standards are silent on the issue under consideration, we will use our professional judgment as to what voting outcome would best protect the long-term economic interests of investors. We expect that companies will disclose the rationale for their selection of primary listing, country of incorporation, and choice of governance structures, in particular where there is conflict between relevant market governance practices.

Other business

We oppose giving companies our proxy to vote on matters where we are not given the opportunity to review and understand those measures and carry out an appropriate level of shareholder oversight.

Reincorporation

Proposals to reincorporate from one state or country to another are most frequently motivated by considerations of anti-takeover protections, legal advantages, and / or cost savings. We will evaluate, on a case-by-case basis, the economic and strategic rationale behind the company’s proposal to reincorporate. In all instances, we will evaluate the changes to shareholder protection under the new charter / articles / bylaws to assess whether the move increases or decreases shareholder protections. Where we find that shareholder protections are diminished, we may support reincorporation if we determine that the overall benefits outweigh the diminished rights.

IPO governance

We expect boards to consider and disclose how the corporate governance structures adopted upon initial public offering (“IPO”) are in shareholders’ best long-term interests. We also expect boards to conduct a regular review of corporate governance and control structures, such that boards might evolve foundational corporate governance structures as company circumstances change, without undue costs and disruption to shareholders. In our letter on unequal voting structures, we articulate our view that “one vote for one share” is the preferred structure for publicly-traded companies. We also recognize the potential benefits of dual class shares to newly public companies as they establish themselves; however, we believe that these structures should have a specific and limited duration. We will generally engage new companies on topics such as classified boards and supermajority vote provisions to amend bylaws, as we believe that such arrangements may not be in the best interest of shareholders in the long-term.

We will typically apply a one-year grace period for the application of certain director-related guidelines (including, but not limited to, director independence and over-boarding considerations), during which we expect boards to take steps to bring corporate governance standards in line with our expectations.


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Further, if a company qualifies as an emerging growth company (an “EGC”) under the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), we will give consideration to the NYSE and NASDAQ governance exemptions granted under the JOBS Act for the duration such a company is categorized as an EGC. We expect an EGC to have a totally independent audit committee by the first anniversary of its IPO, with our standard approach to voting on auditors and audit-related issues applicable in full for an EGC on the first anniversary of its IPO.

Shareholder Protections

Amendment to charter / articles / bylaws

We believe that shareholders should have the right to vote on key corporate governance matters, including on changes to governance mechanisms and amendments to the charter / articles / bylaws. We may vote against certain directors where changes to governing documents are not put to a shareholder vote within a reasonable period of time, in particular if those changes have the potential to impact shareholder rights (see “Director elections” herein). In cases where a board’s unilateral adoption of changes to the charter / articles / bylaws promotes cost and operational efficiency benefits for the company and its shareholders, we may support such action if it does not have a negative effect on shareholder rights or the company’s corporate governance structure.

When voting on a management or shareholder proposal to make changes to the charter / articles / bylaws, we will consider in part the company’s and / or proponent’s publicly stated rationale for the changes, the company’s governance profile and history, relevant jurisdictional laws, and situational or contextual circumstances which may have motivated the proposed changes, among other factors. We will typically support changes to the charter / articles / bylaws where the benefits to shareholders, including the costs of failing to make those changes, demonstrably outweigh the costs or risks of making such changes.

Proxy access

We believe that long-term shareholders should have the opportunity, when necessary and under reasonable conditions, to nominate directors on the company’s proxy card.

In our view, securing the right of shareholders to nominate directors without engaging in a control contest can enhance shareholders’ ability to meaningfully participate in the director election process, stimulate board attention to shareholder interests, and provide shareholders an effective means of directing that attention where it is lacking. Proxy access mechanisms should provide shareholders with a reasonable opportunity to use this right without stipulating overly restrictive or onerous parameters for use, and also provide assurances that the mechanism will not be subject to abuse by short-term investors, investors without a substantial investment in the company, or investors seeking to take control of the board.

In general, we support market-standardized proxy access proposals, which allow a shareholder (or group of up to 20 shareholders) holding three percent of a company’s outstanding shares for at least three years the right to nominate the greater of up to two directors or 20% of the board. Where a standardized proxy access provision exists, we will generally oppose shareholder proposals requesting outlier thresholds.

Right to act by written consent

In exceptional circumstances and with sufficiently broad support, shareholders should have the opportunity to raise issues of substantial importance without having to wait for management to schedule a meeting. We therefore believe that shareholders should have the right to solicit votes by written consent provided that: 1) there are reasonable requirements to initiate the consent solicitation process (in order to avoid the waste of corporate resources in addressing narrowly supported interests); and 2) shareholders receive a minimum of 50% of outstanding shares to effectuate the action by written consent. We may oppose shareholder proposals requesting the right to act by written consent in cases where the proposal is structured for the benefit of a dominant shareholder to the exclusion of others, or if the proposal is written to discourage the board from incorporating appropriate mechanisms to avoid the waste of corporate resources when establishing a right to act by written consent. Additionally, we may oppose shareholder proposals requesting the right to act by written consent if the company already provides a shareholder right to call a special meeting that we believe offers


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shareholders a reasonable opportunity to raise issues of substantial importance without having to wait for management to schedule a meeting.

Right to call a special meeting

In exceptional circumstances and with sufficiently broad support, shareholders should have the opportunity to raise issues of substantial importance without having to wait for management to schedule a meeting. We therefore believe that shareholders should have the right to call a special meeting in cases where a reasonably high proportion of shareholders (typically a minimum of 15% but no higher than 25%) are required to agree to such a meeting before it is called, in order to avoid the waste of corporate resources in addressing narrowly supported interests. However, we may oppose this right in cases where the proposal is structured for the benefit of a dominant shareholder to the exclusion of others. We generally believe that a right to act via written consent is not a sufficient alternative to the right to call a special meeting.

Simple majority voting

We generally favor a simple majority voting requirement to pass proposals. Therefore, we will support the reduction or the elimination of supermajority voting requirements to the extent that we determine shareholders’ ability to protect their economic interests is improved. Nonetheless, in situations where there is a substantial or dominant shareholder, supermajority voting may be protective of public shareholder interests and we may support supermajority requirements in those situations.

This document is provided for information or educational purposes only and does not constitute legal advice. Professional legal advice should be obtained before taking or refraining from any action as a result of the contents of this document.


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