As filed with the Securities and Exchange Commission on September 11, 2020

Securities Act File No. 333-                

Investment Company Act File No. 811-06660

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM N-14

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

Pre-Effective Amendment No. ☐

Post-Effective Amendment No. ☐

(Check appropriate box or boxes)

BLACKROCK MUNIYIELD QUALITY FUND, INC.

(Exact Name of Registrant as Specified in Charter)

100 Bellevue Parkway

Wilmington, Delaware 19809

(Address of Principal Executive Offices: Number, Street, City, State, Zip Code)

(800) 882-0052

(Area Code and Telephone Number)

John M. Perlowski

President and Chief Executive Officer

BlackRock MuniYield Quality Fund, Inc.

55 East 52^nd Street

New York, New York 10055

(Name and Address of Agent for Service)

With copies to:

AS SOON AS PRACTICABLE AFTER THE EFFECTIVE DATE OF THIS REGISTRATION STATEMENT

(Approximate Date of Proposed Public Offering)

The Registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until this registration statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

EXPLANATORY NOTE

This Registration Statement is organized as follows:

BLACKROCK MARYLAND MUNICIPAL BOND TRUST

BLACKROCK MASSACHUSETTS TAX-EXEMPT TRUST

BLACKROCK MUNIYIELD ARIZONA FUND, INC.

BLACKROCK MUNIYIELD INVESTMENT FUND

BLACKROCK MUNIENHANCED FUND, INC.

BLACKROCK MUNIYIELD QUALITY FUND, INC.

100 Bellevue Parkway

Wilmington, Delaware 19809

(800) 882-0052

[ • ], 2020

Dear Common Shareholder:

You are cordially invited to attend a joint special shareholder meeting (the “Special Meeting”) 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 BlackRock MuniYield Quality Fund, Inc. (“MQY” or the “Acquiring Fund” and collectively with BZM, MHE, MZA, MYF and MEN, the “Funds,” and each, a “Fund”), to be held on [•], 2020 at [•] [a.m./p.m.] (Eastern time). Because of our concerns regarding the coronavirus disease (COVID-19) pandemic, the Special Meeting will be held in a virtual meeting format only. Shareholders will not have to travel to attend the Special Meeting, but will be able to view the Special Meeting live and cast their votes by accessing a web link. Before the Special Meeting, I would like to provide you with additional background information and ask for your vote on important proposals affecting the Funds.

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

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

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

Common Shareholders of MYF: You and the preferred shareholders of MYF are being asked to vote as a single class on a proposal to approve an Agreement and Plan of Reorganization between MYF and the Acquiring Fund (the “MHE Reorganization Agreement”) and the transactions contemplated therein, including the termination of MYF’s registration under the 1940 Act and the dissolution of MYF under Massachusetts law (the “MYF Reorganization”).

The Acquiring Fund has a substantially identical investment objective and similar investment strategies, policies and restrictions as MYF, although there are some differences. Preferred shareholders of MYF are also being asked to vote as a separate class on a proposal to approve the MYF Reorganization Agreement and the MYF Reorganization.

Common Shareholders of MEN: You and the preferred shareholders of MEN are being asked to vote as a single class on a proposal to approve an Agreement and Plan of Reorganization between MEN and the Acquiring Fund (the “MEN Reorganization Agreement” and collectively with the BZM Reorganization Agreement, the MHE Reorganization Agreement, the MZA Reorganization Agreement and the MYF Reorganization Agreement, the “Reorganization Agreements”) and the transactions contemplated therein, including the termination of MEN’s registration under the 1940 Act and the dissolution of MEN under Maryland law (the “MEN Reorganization”). The Acquiring Fund has a substantially identical investment objective and similar investment strategies, policies and restrictions as MEN, although there are some differences. Preferred shareholders of MEN are also being asked to vote as a separate class on a proposal to approve the MEN Reorganization Agreement and the MEN Reorganization.

Common Shareholders of the Acquiring Fund: You and the preferred shareholders of the Acquiring Fund are being asked to vote as a single class on a proposal to approve the issuance of additional common shares of the Acquiring Fund in connection with the BZM Reorganization, the MHE Reorganization, the MZA Reorganization, the MYF Reorganization and the MEN Reorganization (each, a “Reorganization”). Preferred shareholders of the Acquiring Fund are also being asked to vote as a separate class on a proposal to approve each Reorganization Agreement and the transactions contemplated therein.

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

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

Your vote is important. Attendance at the Special Meeting will be limited to each Fund’s shareholders as of [•], 2020, the record date for the Special Meeting.

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

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

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

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

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

If you have any questions about the proposals to be voted on or the virtual Special Meeting, please call Georgeson LLC, the firm assisting us in the solicitation of proxies, toll free at 1-866-767-8867.

As always, we appreciate your support.

Sincerely,

JOHN M. PERLOWSKI

President and Chief Executive Officer of the Funds

Please vote now. Your vote is important.

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[•], 2020  

IMPORTANT NOTICE

TO COMMON SHAREHOLDERS OF

BLACKROCK MARYLAND MUNICIPAL BOND TRUST

BLACKROCK MASSACHUSETTS TAX-EXEMPT TRUST

BLACKROCK MUNIYIELD ARIZONA FUND, INC.

BLACKROCK MUNIYIELD INVESTMENT FUND

BLACKROCK MUNIENHANCED FUND, INC.

BLACKROCK MUNIYIELD QUALITY FUND, INC.

QUESTIONS & ANSWERS

Although we urge you to read the entire Joint Proxy Statement/Prospectus, we have provided for your convenience a brief overview of some of the important questions concerning the joint special shareholder meeting (the “Special Meeting”) of BlackRock 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 collectively with BZM, MHE, MZA and MYF, the “Target Funds”) and BlackRock MuniYield Quality Fund, Inc. (“MQY” or the “Acquiring Fund” and collectively with BZM, MHE, MZA, MYF and MEN, the “Funds,” and each, a “Fund”) and the proposals to be voted on. It is expected that the effective dates (collectively, the “Closing Date”) of the Reorganizations will be sometime during the first quarter of 2021, but they may be at a different time as described in the Joint Proxy Statement/Prospectus.

The enclosed Joint Proxy Statement/Prospectus is being sent only to the common shareholders of BZM, MHE, MZA, MYF, MEN and the Acquiring Fund. Each of BZM, MHE, MZA, MYF, MEN and the Acquiring Fund is separately soliciting the votes of its holders of Variable Rate Demand Preferred Shares (“VRDP Shares” and the holders thereof, “VRDP Holders,” and such VRDP Shares together with the common shares of BZM, MHE, MZA, MYF, MEN and the Acquiring Fund, the “Shares”) through a separate proxy statement.

BZM VRDP Holders are also being asked to vote as a separate class on a proposal to approve the BZM Reorganization Agreement and the BZM Reorganization through a separate proxy statement.

Common Shareholders of BlackRock Massachusetts Tax-Exempt Trust (NYSE Ticker: MHE): You and the VRDP Holders of MHE are being asked to consent as a single class to a proposal to approve an Agreement and Plan of Reorganization between MHE and the Acquiring Fund (the “MHE Reorganization Agreement”) and the transactions contemplated therein, including (i) the acquisition by the Acquiring Fund of substantially all of MHE’s assets and the assumption by the Acquiring Fund of substantially all of MHE’s liabilities in exchange solely for newly issued common shares and VRDP Shares of the Acquiring Fund, which will be distributed to the common shareholders (although cash may be distributed in lieu of fractional common shares) and VRDP Holders, respectively, of MHE,

i

and which shall constitute the sole consideration to be distributed or paid to the common shareholders (although cash may be distributed in lieu of fractional common shares) and the VRDP Holders in respect of their common shares and VRDP Shares, respectively, and (ii) the termination by MHE of its registration under the 1940 Act, and the liquidation, dissolution and termination of MHE in accordance with its Declaration of Trust and Massachusetts law (the “MHE Reorganization”).

MHE VRDP Holders are also being asked to vote as a separate class on a proposal to approve the MHE Reorganization Agreement and the MHE Reorganization through a separate proxy statement.

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

MZA VRDP Holders are also being asked to vote as a separate class on a proposal to approve the MZA Reorganization Agreement and the MZA Reorganization through a separate proxy statement.

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

MYF VRDP Holders are also being asked to vote as a separate class on a proposal to approve the MYF Reorganization Agreement and the MYF Reorganization through a separate proxy statement.

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

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MEN VRDP Holders are also being asked to vote as a separate class on a proposal to approve the MEN Reorganization Agreement and the MEN Reorganization through a separate proxy statement.

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

Acquiring Fund VRDP Holders are also being asked to vote as a separate class on a proposal to approve each Reorganization Agreement and the transactions contemplated therein, including the issuance of additional Acquiring Fund VRDP Shares, through a separate proxy statement.

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

No Reorganization is contingent upon the approval of any other Reorganization. If a Reorganization is not consummated, then the Fund for which such Reorganization(s) was not consummated would continue to exist and operate on a standalone basis.

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

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

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

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

Prior to June 1, 2020, the Investment Advisor voluntarily agreed to waive a portion of the investment advisory fees or other expenses of BZM equal to an annual rate of 0.05% of BZM’s average weekly managed assets (as defined below) (the “BZM Voluntary Waiver”). The BZM Voluntary Waiver of 0.05% of BZM’s average weekly managed assets is reflected in the historical and pro forma Total Expense Ratios (after giving effect to the BZM Voluntary Waiver) for the 12-month period ended February 29, 2020 below. Effective June 1, 2020, the BZM Voluntary Waiver was increased to an annual rate of 0.08% of BZM’s average weekly managed assets, which is not reflected in the historical and pro forma Total Expense Ratios (after giving effect to the BZM Voluntary Waiver) for the 12-month period ended February 29, 2020 below. The BZM Voluntary Waiver may be reduced or discontinued at any time without notice.

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As of February 29, 2020 for BZM and MZA, as of July 31, 2020 for MZA and MYF, and as of April 30, 2020 for MEN, the Acquiring Fund and the Combined Fund, the historical and pro forma Total Expense Ratios applicable to the Reorganizations are as follows:

Each Fund’s Total Expenses include interest expense associated with such Fund’s VRDP Shares. For the 12-month period ended February 29, 2020, the Total Expense Ratios (excluding interest expense and without giving effect to the BZM Voluntary Waiver) of BZM and MHE were 1.95% and 1.30%, respectively. After giving effect to the BZM Voluntary Waiver, the Total Expense Ratio (excluding interest expense) of BZM for the 12-month period ended February 29, 2020 was 1.87%. For the fiscal year ended July 31, 2020, the Total Expense Ratios (excluding interest expense) of MZA and MYF were 1.13% and 1.19%, respectively. For the fiscal year ended April 30, 2020, the Total Expense Ratios (excluding interest expense) of the Acquiring Fund and MEN were 0.90% and 0.92%, respectively.

The Funds estimate that the completion of all of the Reorganizations would result in a Total Expense Ratio (excluding interest expense) for the Combined Fund of 0.87% on a historical and pro forma basis for the 12-month period ended April 30, 2020, representing a reduction in the Total Expense Ratio (excluding interest expense and without giving effect to the BZM Voluntary Waiver) for the common shareholders of BZM, MHE, MZA, MYF, MEN and the Acquiring Fund by 1.08%, 0.43%, 0.26%, 0.32%, 0.05% and 0.03%, respectively. After giving effect to the BZM Voluntary Waiver, which may be reduced or discontinued at any time without notice, the Total Expense Ratio (excluding interest expense) for the common shareholders of BZM is expected to decrease by 1.00%.

The Funds estimate that the completion of all of the Reorganizations would result in a Total Expense Ratio (including interest expense) for the Combined Fund of 2.16% on a historical and pro forma basis for the 12-month period ended April 30, 2020, representing a reduction in the Total Expense Ratio (including interest expense and without giving effect to the BZM Voluntary Waiver) for the common shareholders of BZM, MHE, MZA, MEN and the Acquiring Fund by 0.78%, 0.55%, 0.06%, 0.15% and 0.03%, respectively. After giving effect to the BZM Voluntary Waiver, which may be reduced or discontinued at any time, the Total Expense Ratio (including interest expense) for the common shareholders of BZM is expected to decrease by 0.70%.

The estimated Total Expense Ratio (including interest expense) for the Combined Fund of 2.16% on a historical and pro forma basis for the 12-month period ended April 30, 2020 represents an increase in the Total Expense Ratio (including interest expense) for the common shareholders of MYF of 0.12% based on MYF’s Total Expense Ratio (including interest expense) of 2.04% for the 12-month period ended July 31, 2020. However, for the 12-month period ended July 31, 2020, the estimated Total Expense Ratio (including interest expense) for the Combined Fund is 1.79% on a historical and pro forma basis, representing a reduction in the Total Expense Ratio (including interest expense) for the common shareholders of MYF of 0.25%.

The Combined Fund will have a lower annual contractual investment management fee rate than BZM and the same annual contractual investment management fee rate as MHE, MZA, MYF, MEN and the Acquiring Fund. BZM currently pays the Investment Advisor a monthly fee at an annual contractual investment management fee rate of 0.65% of its average weekly managed assets. “Managed assets” means the total assets of BZM (including any assets attributable to money borrowed for investment purposes) minus the sum of its accrued liabilities (other than money borrowed for investment purposes, including liabilities represented by tender option bond (“TOB”) leverage and the liquidation preference of the Fund’s VRDP Shares). Each of MHE, MZA, MYF, MEN and the Acquiring Fund

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currently pays the Investment Advisor a monthly fee at an annual contractual investment management fee rate of 0.50% of its average daily net assets. For purposes of calculating these fees, “net assets” means the relevant Fund’s total assets minus the sum of its accrued liabilities (which does not include liabilities represented by TOB leverage and the liquidation preference of the Fund’s VRDP Shares).

If the Reorganizations are consummated, the annual contractual investment management fee rate of the Acquiring Fund will be the annual contractual investment management fee rate of the Combined Fund, which will be 0.50% of the average daily net assets of the Combined Fund. The annual contractual investment management fee rate of the Combined Fund represents a 15 basis point reduction in the annual contractual investment management fee rate for BZM and no change in the annual contractual investment management fee rate for MHE, MZA, MYF, MEN and the Acquiring Fund. Please see “Expense Table For Common Shareholders” in the Joint Proxy Statement/Prospectus for additional information.

Based on a pro forma Broadridge peer expense universe for the Combined Fund, the estimated total annual fund expense ratio (excluding investment-related expenses and taxes) is expected to be in the second quartile and contractual investment management fee rate and actual investment management fee rate over total assets are each expected to be in the first quartile.

The level of expense savings (or increases) will vary depending on the combination of the Funds in the Reorganizations, and furthermore, there can be no assurance that future expenses will not increase or that any expense savings for any Fund will be realized as a result of any Reorganization.

If the Reorganizations are approved by shareholders, then [the greater of (1)] substantially all of the undistributed net investment income (“UNII”), if any, [or (2) the monthly distribution] of each Fund is expected to be declared to such Fund’s common shareholders prior to the Closing Date” (the “Pre-Reorganization Declared UNII Distributions”). The declaration date, ex-dividend date (the “Ex-Dividend Date”) and record date of the Pre-Reorganization Declared UNII Distributions will occur prior to the Closing Date. However, all or a significant portion of the Pre-Reorganization Declared UNII Distributions may be paid in one or more distributions to common shareholders of the Funds entitled to such Pre-Reorganization Declared UNII Distributions after the Closing Date. Former BZM, MHE, MZA, MYF and MEN shareholders entitled to such Pre-Reorganization Declared UNII Distributions paid after the Closing Date will receive such distributions in cash.

Persons who purchase common shares of any of the Funds on or after the Ex-Dividend Date for the Pre-Reorganization Declared UNII Distributions should not expect to receive any distributions from any Fund until distributions, if any, are declared by the Board of the Combined Fund and paid to shareholders entitled to any such distributions. No such distributions are expected to be paid by the Combined Fund until at least approximately one month following the Closing Date.

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Additionally, the Acquiring Fund, in order to seek to provide its common shareholders with distribution rate stability, may include in its Pre-Reorganization Declared UNII Distribution amounts in excess of its undistributed net investment income and net investment income accrued through the Closing Date; [any such excess amounts are not expected to constitute a return of capital]. This would result in the Acquiring Fund issuing incrementally more common shares in the Reorganizations since its NAV as of the valuation time for the Reorganizations would be lower relative to a scenario where such excess amounts were not included in the Acquiring Fund’s Pre-Reorganization Declared UNII Distribution.

[The Combined Fund is anticipated to retain a lower UNII balance after the Reorganizations than the Acquiring Fund prior to the Reorganizations. The lower anticipated UNII balance for the Combined Fund relative to the UNII balance of the Acquiring Fund poses risks for shareholders of the Combined Fund. UNII balances, in part, support the level of a fund’s regular distributions and provide a cushion in the event a fund’s net earnings for a particular distribution period are insufficient to support the level of its regular distribution for that period. If the Combined Fund’s net earnings are below the level of its current distribution rate, the Combined Fund’s UNII balance could be more likely to contribute to a determination to decrease the Combined Fund’s distribution rate, or could make it more likely that the Combined Fund will make distributions consisting in part of a return of capital to maintain the level of its regular distributions.] See “Dividends and Distributions.” Moreover, because a fund’s UNII balance, in part, supports the level of a fund’s regular distributions, the UNII balance of the Combined Fund could impact the trading market for the Combined Fund’s common shares and the magnitude of the trading discount to NAV of the Combined Fund’s common shares. However, the Combined Fund is anticipated to benefit from a lower expense ratio (compared to BZM, MHE, MZA, MYF and MEN), a potentially higher net earnings profile and other anticipated benefits of economies of scale as discussed herein. Each Fund, including the Combined Fund, reserves the right to change its distribution policy with respect to common share distributions and the basis for establishing the rate of its distributions for the common shares at any time and may do so without prior notice to common shareholders. The payment of any distributions by any Fund, including the Combined Fund, is subject to, and will only be made when, as, and if, declared by the Board of such Fund. There is no assurance the Board of any Fund, including the Combined Fund, will declare any distributions for such Fund.]

To the extent any Pre-Reorganization Declared UNII Distribution is not an “exempt interest dividend” (as defined in the Internal Revenue Code of 1986, as amended (the “Code”)), the distribution may be taxable to shareholders for U.S. federal income tax purposes.]

To the extent BZM’s, MHE’s, MZA’s, MYF’s or MEN’s common shares are trading at a wider discount (or a narrower premium) than the Acquiring Fund at the time of its Reorganization, BZM’s, MHE’s, MZA’s, MYF’s or MEN’s common shareholders would have the potential for an economic benefit by the narrowing of the discount or widening of the premium. To the extent BZM’s, MHE’s, MZA’s, MYF’s or MEN’s common shares are trading at a narrower discount (or wider premium) than the Acquiring Fund at the time of its Reorganization, BZM’s, MHE’s, MZA’s, MYF’s or MEN’s common shareholders may be negatively impacted if its Reorganization is consummated. Acquiring Fund common shareholders would only benefit from a premium/discount perspective to the extent the post-Reorganization discount (or premium) of the Acquiring Fund common shares improves.

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There can be no assurance that, after the Reorganizations, common shares of the Combined Fund will trade at a narrower discount to NAV or wider premium to NAV than the common shares of any individual Fund prior to the Reorganizations. Upon consummation of the Reorganizations, the Combined Fund common shares may trade at a price that is less than the current market price of Acquiring Fund common shares. In the Reorganizations, common shareholders of BZM, MHE, MZA, MYF and MEN will receive Acquiring Fund common shares based on the relative NAVs (not the market values) of the respective Fund’s common shares. The market value of the common shares of the Combined Fund may be less than the market value of the common shares of each respective Fund prior to the Reorganizations.

Assuming all of the Reorganizations are approved by shareholders, upon the Closing Date of the Reorganizations, Target Fund VRDP Holders will receive on a one-for-one basis one newly issued Acquiring Fund VRDP Share, par value $0.10 per share and with a liquidation preference of $100,000 per share (plus any accumulated and unpaid dividends that have accrued on the Target Fund VRDP Shares up to and including the day immediately preceding the Closing Date of the Reorganizations if such dividends have not been paid prior to the Closing Date), in exchange for each Target Fund VRDP Share held by the Target Fund VRDP Holders immediately prior to the Closing Date. The newly issued Acquiring Fund VRDP Shares will be Series W-7 VRDP Shares of the Acquiring Fund. No fractional Acquiring Fund VRDP Shares will be issued. The terms of the Acquiring Fund VRDP Shares to be issued in connection with the Reorganizations will be identical to the terms of the Acquiring Fund’s outstanding VRDP Shares and will rank on parity with the Acquiring Fund’s outstanding VRDP Shares as to the payment of dividends and the distribution of assets upon dissolution, liquidation or winding up of the affairs of the Acquiring Fund. The newly issued Acquiring Fund VRDP Shares will be subject to the same special rate period (including the terms thereof) applicable to the outstanding Acquiring Fund VRDP Shares as of the Closing Date of the Reorganization. Such special rate period will terminate on April 15, 2021, unless extended. The Reorganizations will not result in any changes to the terms of the Acquiring Fund’s VRDP Shares currently outstanding. The terms of the Acquiring Fund’s VRDP Shares may change from time to time, subject to Board approval.

The newly issued Acquiring Fund VRDP Shares will have terms that are similar to the terms of the outstanding Target Fund VRDP Shares, with certain differences. The VRDP Shares of each of BZM and MHE have a mandatory redemption date of July 1, 2042 and the VRDP Shares of each of MZA, MYF and MEN have a mandatory redemption date of June 1, 2041, while the newly issued Acquiring Fund VRDP Shares are expected to have a mandatory redemption date of October 1, 2041. A Fund may designate any succeeding subsequent rate period of the VRDP Shares as a “special rate period” subject to the restrictions and requirements set forth in the governing instrument for such Fund’s VRDP Shares. During a special rate period, a Fund may choose to modify the terms of the VRDP Shares as permitted by the governing instrument for such Fund’s VRDP Shares, including, for example, special provisions relating to the calculation of dividends and the redemption of the VRDP Shares. The VRDP Shares of the Acquiring Fund, BZM, MHE, MZA and MEN are currently in a one year special rate period that will end on April 15, 2021 for the Acquiring Fund, June 25, 2021 for BZM, and June 17, 2021 for MHE, MZA and MEN, unless extended (each, a “Special Rate Period”). The VRDP Shares of MYF are not currently in a Special Rate Period. The terms currently applicable to the VRDP Shares of the Acquiring Fund, BZM, MHE, MZA and MEN during their respective Special Rate Periods are otherwise substantially similar. The terms of the special rate period applicable to the newly issued Acquiring Fund VRDP Shares are expected to be identical to the terms of the Special Rate Period applicable to the outstanding Acquiring Fund VRDP Shares as of the Closing Date of the Reorganization. The BZM VRDP Shares have a rate floor of 1.05%, which the newly issued Acquiring Fund VRDP Shares are not expected to have. The transfer restrictions applicable to the VRDP Shares of the Acquiring Fund, BZM, MHE, MZA and MEN during their respective Special Rate Periods are substantially similar, except that BZM’s VRDP Shares may not be transferred to TOB Trusts during its Special Rate Period.

None of the expenses of the Reorganizations are expected to be borne by the VRDP Holders of the Funds.

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

Each Fund has its common shares listed on the NYSE and has privately placed VRDP Shares outstanding. BZM is managed by a team of investment professionals led by Phillip Soccio, CFA and Kevin Maloney. MHE is managed by a team of investment professionals led by Michael Perilli and Kevin Maloney. MZA is managed by a team of investment professionals led by Michael Kalinoski, CFA and Walter O’Connor, CFA. MYF is managed by a team of investment professionals led by Christian Romaglino, Theodore Jaeckel, CFA and Walter O’Connor, CFA. Each of MEN and the Acquiring Fund is managed by a team of investment professionals led by Michael Kalinoski and Christian Romaglino. Following the Reorganizations, it is expected that the Combined Fund will be managed by a team of investment professionals lead by Michael Kalinoski and Christian Romaglino.

The investment objective, significant investment strategies and operating policies, and investment restrictions of the Combined Fund will be those of the Acquiring Fund, which are similar (or in the case of each of MYF’s and MEN’s investment objective, substantially identical) to those of BZM, MHE, MZA, MYF and MEN, although there are some differences.

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Municipal Bonds: Below is a comparison of each Fund’s 80% investment policy with respect to municipal bonds, the interest of which is exempt from federal income tax.

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Investment Grade Securities: Each Target Fund has a policy to invest primarily or a certain percentage of its assets in investment grade securities. The Acquiring Fund does not have such a policy.

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

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Leverage: Each Fund utilizes leverage through the issuance of VRDP Shares and TOBs. See “The Acquiring Fund’s Investments—Leverage;” “General Risks of Investing in the Acquiring Fund—Leverage Risk;” and “General Risks of Investing in the Acquiring Fund—Tender Option Bond Risk.” The Acquiring Fund is expected to continue to leverage its assets through the use of VRDP Shares and TOBs after the Closing Date of the Reorganizations. Common shareholders of BZM, MHE, MZA, MYF and MEN will be subject to the terms and costs of the Acquiring Fund VRDP Shares after the consummation of the Reorganizations. Please see “Information about the Preferred Shares of the Funds” in the Joint Proxy Statement/Prospectus for additional information about the preferred shares of each Fund.

The annualized dividend rates for the preferred shares for each Fund’s most recent fiscal year end were as follows:

Please see below a comparison of certain important ratios related to (i) each Fund’s use of leverage as of April 30, 2020, (ii) the Combined Fund’s estimated use of leverage, assuming only the Reorganization of MHE into the Acquiring Fund had taken place as of April 30, 2020, which represents the combination of completed Reorganizations presented in the Joint Proxy Statement/Prospectus that would result in the lowest asset coverage ratio for the Combined Fund, and (iii) the Combined Fund’s estimated use of leverage, assuming the Reorganizations of all the Funds into the Acquiring Fund had taken place as of April 30, 2020, which represents, in the Investment Advisor’s view, the most likely combination of the Reorganizations and the combination of the Reorganizations that would result in the highest asset coverage ratio for the Combined Fund.

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Assuming all of the Reorganizations are approved by shareholders, upon the Closing Date of the Reorganizations, Target Fund VRDP Holders will receive on a one-for-one basis one newly issued Acquiring Fund VRDP Share, par value $0.10 per share and with a liquidation preference of $100,000 per share (plus any accumulated and unpaid dividends that have accrued on the Target Fund VRDP Shares up to and including the day immediately preceding the Closing Date of the Reorganizations if such dividends have not been paid prior to the Closing Date), in exchange for each Target Fund VRDP Share held by the Target Fund VRDP Holders immediately prior to the Closing Date. The newly issued Acquiring Fund VRDP Shares will be Series W-7 VRDP Shares of the Acquiring Fund. No fractional Acquiring Fund VRDP Shares will be issued. The terms of the Acquiring Fund VRDP Shares to be issued in connection with the Reorganizations will be identical to the terms of the Acquiring Fund’s outstanding VRDP Shares and will rank on parity with the Acquiring Fund’s outstanding VRDP Shares as to the payment of dividends and the distribution of assets upon dissolution, liquidation or winding up of the affairs of the Acquiring Fund. The newly issued Acquiring Fund VRDP Shares will be subject to the same special rate period (including the terms thereof) applicable to the outstanding Acquiring Fund VRDP Shares as of the Closing Date of the Reorganization. Such special rate period will terminate on April 15, 2021, unless extended. The Reorganizations will not result in any changes to the terms of the Acquiring Fund’s VRDP Shares currently outstanding. The terms of the Acquiring Fund’s VRDP Shares may change from time to time, subject to Board approval.

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The newly issued Acquiring Fund VRDP Shares will have terms that are similar to the terms of the outstanding Target Fund VRDP Shares, with certain differences. The VRDP Shares of each of BZM and MHE have a mandatory redemption date of July 1, 2042 and the VRDP Shares of each of MZA, MYF and MEN have a mandatory redemption date of June 1, 2041, while the newly issued Acquiring Fund VRDP Shares are expected to have a mandatory redemption date of October 1, 2041. A Fund may designate any succeeding subsequent rate period of the VRDP Shares as a “special rate period” subject to the restrictions and requirements set forth in the governing instrument for such Fund’s VRDP Shares. During a special rate period, a Fund may choose to modify the terms of the VRDP Shares as permitted by the governing instrument for such Fund’s VRDP Shares, including, for example, special provisions relating to the calculation of dividends and the redemption of the VRDP Shares. The VRDP Shares of the Acquiring Fund, BZM, MHE, MZA and MEN are currently in a one year Special Rate Period that will end on April 15, 2021 for the Acquiring Fund, June 25, 2021 for BZM, and June 17, 2021 for MHE, MZA and MEN, unless extended. The VRDP Shares of MYF are not currently in a Special Rate Period. The terms currently applicable to the VRDP Shares of the Acquiring Fund, BZM, MHE, MZA and MEN during their respective Special Rate Periods are otherwise substantially similar. The terms of the special rate period applicable to the newly issued Acquiring Fund VRDP Shares are expected to be identical to the terms of the Special Rate Period applicable to the outstanding Acquiring Fund VRDP Shares as of the Closing Date of the Reorganization. The BZM VRDP Shares have a rate floor of 1.05%, which the newly issued Acquiring Fund VRDP Shares are not expected to have. The transfer restrictions applicable to the Acquiring Fund, BZM, MHE, MZA and MEN during their respective Special Rate Periods are substantially similar, except that BZM’s VRDP Shares may not be transferred to TOB Trusts during its Special Rate Period.

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

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

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

Common shareholders of the Acquiring Fund, BZM, MHE, MZA, MYF and MEN will indirectly bear all or a portion of the costs of the Reorganizations. Because of the expected expense savings and other anticipated benefits for each of BZM, MHE, MZA, MYF and MEN, the Investment Advisor recommended and the Board of BZM, MHE, MZA, MYF and MEN has approved that its respective Fund be responsible for its own reorganization expenses. The expenses of the applicable Reorganizations are estimated to be $204,600 for BZM, $207,200 for MHE, $214,900 for MZA,

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$255,800 for MYF and $300,400 for MEN. For the Acquiring Fund, the expenses of the Reorganizations are estimated to be approximately $318,300, of which the Investment Advisor will bear approximately $46,000. The actual costs associated with the Reorganizations may be more or less than the estimated costs discussed herein.  

VRDP Holders are not expected to bear any costs of the Reorganizations.

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

The MHE Reorganization is contingent upon the following approvals:

The MZA Reorganization is contingent upon the following approvals:

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The MYF Reorganization is contingent upon the following approvals:

The MEN Reorganization is contingent upon the following approvals:

No Reorganization is contingent upon the approval of any other Reorganization. If a Reorganization is not consummated, then the Fund for which such Reorganization(s) was not consummated would continue to exist and operate on a standalone basis.

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

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

The preferred shares were issued on a private placement basis to one or a small number of institutional holders. Please see “Information about the Preferred Shares of the Funds” for additional information. To the extent that one or more preferred shareholder(s) of BZM, MHE, MZA, MYF, MEN or the Acquiring Fund owns, holds or controls, individually or in the aggregate, all or a significant portion of such Fund’s outstanding preferred shares, the preferred shareholder approval required for a Reorganization may turn on the exercise of voting rights by such particular preferred shareholder(s) and its (or their) determination as to the favorability of the Reorganization with respect to its (or their) interests. The Funds exercise no influence or control over the determinations of such preferred shareholder(s) with respect to the Reorganization; there is no guarantee that such preferred shareholder(s) will approve the Reorganization, over which it (or they) may exercise effective disposition power.

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

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

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

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

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

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

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

Your vote is very important. We encourage you as a shareholder to participate by returning your vote as soon as possible. If enough shareholders fail to cast their votes, a Fund may not be able to hold the Special Meeting or the vote on the applicable proposals, and will be required to incur additional solicitation costs in order to obtain sufficient shareholder participation.

Important additional information about the Reorganizations is set forth

in the accompanying Proxy Statement/Prospectus.

Please read it carefully.

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BLACKROCK MARYLAND MUNICIPAL BOND TRUST  

BLACKROCK MASSACHUSETTS TAX-EXEMPT TRUST

BLACKROCK MUNIYIELD ARIZONA FUND, INC.

BLACKROCK MUNIYIELD INVESTMENT FUND

BLACKROCK MUNIENHANCED FUND, INC.

BLACKROCK MUNIYIELD QUALITY FUND, INC.

100 Bellevue Parkway

Wilmington, Delaware 19809

(800) 882-0052

NOTICE OF JOINT SPECIAL MEETING OF SHAREHOLDERS

TO BE HELD ON [•], 2020

Notice is hereby given that a joint special meeting of shareholders (the “Special Meeting”) of BlackRock Maryland Municipal Bond Trust (NYSE Ticker: BZM) (“BZM”), BlackRock Massachusetts Tax-Exempt Trust (NYSE Ticker: MHE) (“MHE”), BlackRock MuniYield Arizona Fund, Inc. (NYSE Ticker: MZA) (“MZA”), BlackRock MuniYield Investment Fund (NYSE Ticker: MYF) (“MYF”), BlackRock MuniEnhanced Fund, Inc. (NYSE Ticker: MEN) (“MEN”) and BlackRock MuniYield Quality Fund, Inc. (NYSE Ticker: MQY) (“MQY” or the “Acquiring Fund” and collectively with BZM, MHE, MZA, MYF and MEN, the “Funds,” and each, a “Fund”) will be held on [•], 2020 at [•][a.m./p.m.] (Eastern time) for the following purposes:

Proposal 1: The Reorganizations of the Funds

For Shareholders of BZM:

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

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

For Shareholders of MHE:

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

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

For Shareholders of MZA:

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

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

For Shareholders of MYF:

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

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

For Shareholders of MEN:

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

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

For Shareholders of the Acquiring Fund:

Proposal 1(K): The VRDP Holders of the Acquiring Fund are being asked to vote as a separate class on a proposal to approve the BZM Reorganization Agreement and the transactions contemplated therein, including the issuance of additional Acquiring Fund VRDP Shares.

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

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

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

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

Proposal 2: The Issuance of Additional Acquiring Fund Common Shares

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

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

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

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

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

Proposal 3: Adjournment of the MHE Special Meeting

Proposal 3: In the event that there are not sufficient votes at the time of the Special Meeting to constitute a quorum or to approve the MHE Reorganization Agreement and the Chair of the Special Meeting proposes the adjournment with respect to one or more matters to be considered by MHE shareholders, the common shareholders and VRDP Holders of MHE will be asked to vote as a single class on the proposal to permit further solicitation of proxies.

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No Reorganization is contingent upon the approval of any other Reorganization. If a Reorganization is not consummated, then the Fund for which such Reorganization(s) was not consummated would continue to exist and operate on a standalone basis.

Shareholders of record of each Fund as of the close of business on [•], 2020 are entitled to notice of and to vote at the Special Meeting or any adjournment or postponement thereof.

The Funds are soliciting the vote of their common shareholders on Proposal 1(A), Proposal 1(C), Proposal 1(E), Proposal 1(G), Proposal 1(I) and Proposal 2(A), Proposal 2(B), Proposal 2(C), Proposal 2(D) and Proposal 2(E), and MHE is soliciting the votes of its common shareholders on Proposal 3, through a joint proxy statement/prospectus.

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

Because of our concerns regarding the coronavirus disease (COVID-19) pandemic, the Special Meeting will be held in a virtual meeting format only. Shareholders will not have to travel to attend the Special Meeting but will be able to view the meeting live and cast their votes by accessing a web link.

Shareholders of record of each Fund as of the close of business on [•], 2020 are entitled to notice of and to vote at the Special Meeting or any adjournment or postponement thereof.

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

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

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

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

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

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

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

For the Board of each Fund,

JOHN M. PERLOWSKI

President and Chief Executive Officer of the Funds

[•], 2020

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The information in this Joint Proxy Statement/Prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This Joint Proxy Statement/Prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

SUBJECT TO COMPLETION, DATED SEPTEMBER 11, 2020

JOINT PROXY STATEMENT/PROSPECTUS

BLACKROCK MARYLAND MUNICIPAL BOND TRUST

BLACKROCK MASSACHUSETTS TAX-EXEMPT TRUST

BLACKROCK MUNIYIELD ARIZONA FUND, INC.

BLACKROCK MUNIYIELD INVESTMENT FUND

BLACKROCK MUNIENHANCED FUND, INC.

BLACKROCK MUNIYIELD QUALITY FUND, INC.

100 Bellevue Parkway

Wilmington, Delaware 19809

(800) 882-0052

This Joint Proxy Statement/Prospectus is furnished to you as a common shareholder of BlackRock Maryland Municipal Bond Trust (NYSE Ticker: BZM) (“BZM”), BlackRock Massachusetts Tax-Exempt Trust (NYSE Ticker: MHE) (“MHE”), BlackRock MuniYield Arizona Fund, Inc. (NYSE Ticker: MZA) (“MZA”), BlackRock MuniYield Investment Fund (NYSE Ticker: MYF) (“MYF”), BlackRock MuniEnhanced Fund, Inc. (NYSE Ticker: MEN) (“MEN”) and BlackRock MuniYield Quality Fund, Inc. (NYSE Ticker: MQY) (“MQY” or the “Acquiring Fund” and collectively with BZM, MHE, MZA, MYF and MEN, the “Funds,” and each, a “Fund”) in connection with the solicitation of proxies by each Fund’s Board of Directors or Board of Trustees, as applicable (the “Board,” the members of which are referred to as “Board Members”). Each of BZM, MHE, MZA, MYF and MEN may be referred to herein individually as a “Target Fund” or collectively as the “Target Funds.” The proxies will be voted at the joint special meeting of the shareholders of each Fund and at any and all adjournments, postponements and delays thereof (the “Special Meeting”). The Special Meeting will be held on [•], 2020 at [•][a.m./p.m.] (Eastern time) to consider the proposals set forth below and discussed in greater detail elsewhere in this Joint Proxy Statement/Prospectus. Because of our concerns regarding the coronavirus disease (COVID-19) pandemic, the Special Meeting will be held in a virtual meeting format only. Shareholders will not have to travel to attend the Special Meeting, but will be able to view the meeting live and cast their votes by accessing a web link. If you are unable to attend the Special Meeting or any adjournment or postponement thereof, the Board of your Fund (the “Board”) recommends that you vote your common shares, by completing and returning the enclosed proxy card or by recording your voting instructions by telephone or via the internet. The approximate mailing date of this Joint Proxy Statement/Prospectus and accompanying form of proxy is [•], 2020.

The purposes of the Special Meeting are:

Proposal 1: The Reorganizations of the Funds

For Shareholders of BZM:

Proposal 1(A): The common shareholders and holders of Variable Rate Demand Preferred Shares (“VRDP Shares” and the holders thereof, “VRDP Holders”) of BZM are being asked to vote as a single class on a proposal to approve an Agreement and Plan of Reorganization between BZM and the Acquiring Fund (the “BZM Reorganization Agreement”) and the transactions contemplated therein, including (i) the acquisition by the Acquiring Fund of substantially all of BZM’s assets and the assumption by the Acquiring Fund of substantially all of BZM’s liabilities in exchange solely for newly issued common shares and VRDP Shares of the Acquiring Fund, which will be distributed to the common shareholders (although cash may be distributed in lieu of fractional common shares) and VRDP Holders, respectively, of BZM, and which shall constitute the sole consideration to be distributed or paid to the common shareholders (although cash may be distributed in lieu of fractional common shares) and the VRDP

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Holders in respect of their common shares and VRDP Shares, respectively, and (ii) the termination by BZM of its registration under the Investment Company Act of 1940, as amended (the “1940 Act”), and the liquidation, dissolution and termination of BZM in accordance with its Agreement and Declaration of Trust and Delaware law (the “BZM Reorganization”).  

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

For Shareholders of MHE:

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

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

For Shareholders of MZA:

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

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

For Shareholders of MYF:

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

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

For Shareholders of MEN:

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

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

For Shareholders of the Acquiring Fund:

Proposal 1(K): The VRDP Holders of the Acquiring Fund are being asked to vote as a separate class on a proposal to approve the BZM Reorganization Agreement and the transactions contemplated therein, including the issuance of additional Acquiring Fund VRDP Shares.

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

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

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

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

Proposal 2: The Issuance of Additional Acquiring Fund Common Shares

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

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

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

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

Proposal 2(E): The common shareholders and VRDP Holders of the Acquiring Fund are being asked to vote as a single class on a proposal to approve the issuance of additional common shares of the Acquiring Fund in connection with the MEN Reorganization Agreement (the “MEN Issuance”, and collectively with the BZM Issuance, MHE Issuance, MZA Issuance and MYF Issuance, the “Issuances” and each, an “Issuance”).

Proposal 3: Adjournment of the MHE Special Meeting

Proposal 3: In the event that there are not sufficient votes at the time of the Special Meeting to constitute a quorum or to approve the MHE Reorganization Agreement and the Chair of the Special Meeting proposes the adjournment with respect to one or more matters to be considered by MHE shareholders, the common shareholders and VRDP Holders of MHE will be asked to vote as a single class on the proposal to permit further solicitation of proxies.

It is expected that the effective dates (collectively, the “Closing Date”) of the Reorganizations (as defined below) will be sometime during the first quarter of 2021, but they may be at a different time as described herein. The term “Combined Fund” refers to the Acquiring Fund as the surviving Fund after the consummation of each of the Reorganizations.

No Reorganization is contingent upon the approval of any other Reorganization. If a Reorganization is not consummated, then the Fund for which such Reorganization(s) was not consummated would continue to exist and operate on a standalone basis.

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

Distribution to the shareholders of this Joint Proxy Statement/Prospectus and the accompanying materials will commence on or about [•], 2020.

Shareholders of record of each Fund as of the close of business on [•], 2020 (the “Record Date”) are entitled to notice of and to vote at the Special Meeting or any adjournment or postponement thereof.

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

This Joint Proxy Statement/Prospectus is only being delivered to the common shareholders of each Fund. Each Fund is separately soliciting the votes of its respective preferred shareholders on each of the foregoing proposals that require the vote of preferred shareholders through a separate proxy statement and not through this Joint Proxy Statement/Prospectus. BZM is formed as a Delaware statutory trust. MHE and MYF are each organized as a Massachusetts business trust. MZA, MEN and the Acquiring Fund are each formed as a Maryland corporation. Each of BZM and MHE is a non-diversified, closed-end management investment company registered under the 1940 Act. Each of MZA, MYF, MEN and the Acquiring Fund is a diversified, closed-end management investment company registered under the 1940 Act. The Reorganizations seek to achieve certain economies of scale and other operational efficiencies by combining six funds that have substantially identical or similar investment objectives and similar investment strategies, policies and restrictions.

Assuming each of the Reorganizations receives the necessary approvals, the Acquiring Fund will acquire substantially all of the assets and assume substantially all of the liabilities of BZM, MHE, MZA, MYF and MEN in exchange solely for newly issued common shares and VRDP Shares of the Acquiring Fund in the form of book entry interests. The Acquiring Fund will list the newly issued common shares on the New York Stock Exchange (“NYSE”). Such newly issued Acquiring Fund Shares will be distributed to BZM, MHE, MZA, MYF and MEN shareholders (although cash may be distributed in lieu of fractional common shares) and each of BZM, MHE, MZA, MYF and MEN will terminate its registration under the 1940 Act. BZM will liquidate, dissolve and terminate in accordance with its respective

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Agreement and Declaration of Trust and Delaware law. Each of MHE and MYF will liquidate, dissolve and terminate in accordance with its respective Declaration of Trust and Massachusetts law. Each of MZA and MEN will liquidate, dissolve and terminate in accordance with its respective charter and Maryland law. The Acquiring Fund will continue to operate after the Reorganizations as a registered, diversified, closed-end management investment company with the investment objective, investment strategies, investment policies and investment restrictions described in this Joint Proxy Statement/Prospectus.  

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

All properly executed proxies received prior to the Special Meeting will be voted in accordance with the instructions marked thereon or otherwise as provided therein. On any matter coming before the Special Meeting as to which a shareholder has specified a choice on that shareholder’s proxy, the Shares will be voted accordingly. If a proxy card is properly executed and returned and no choice is specified with respect to a proposal, the Shares will be voted “FOR” the proposal. Shareholders who execute proxies or provide voting instructions by telephone or via the Internet may revoke them with respect to a proposal at any time before a vote is taken on the proposal by filing with the applicable Fund a written notice of revocation (addressed to the Secretary of the Fund at the principal executive offices of the Fund at the New York address provided herein), by delivering a duly executed proxy bearing a later date or by attending the Special Meeting and voting by ballot, in all cases prior to the exercise of the authority granted in the proxy card. Merely attending the Special Meeting, however, will not revoke any previously executed proxy. If you hold Shares through a bank or other intermediary, please consult your bank or intermediary regarding your ability to revoke voting instructions after such instructions have been provided.

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

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

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

For information regarding how to access the Special Meeting, please contact Georgeson LLC, the firm assisting us in the solicitation of proxies, toll free at 1-866-767-8867.

This Joint Proxy Statement/Prospectus sets forth concisely the information that common shareholders of each Fund should know before voting on the proposals set forth herein. Please read it carefully and retain it for future reference. A Statement of Additional Information, dated [•], 2020, relating to this Joint Proxy Statement/Prospectus (the “Statement of Additional Information”) has been filed with the United States Securities and Exchange Commission (the “SEC”) and is incorporated herein by reference. Copies of each Fund’s most recent annual report and semi-annual report can be obtained on a website maintained by BlackRock, Inc. (“BlackRock”) at www.blackrock.com. In

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

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

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

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

The common shares of BlackRock MuniYield Quality Fund, Inc. are listed on the NYSE under the ticker symbol “MQY” and will continue to be so listed after the completion of the Reorganizations. The common shares of BlackRock Maryland Municipal Bond Trust are listed on the NYSE under the ticker symbol “BZM,” the common shares of BlackRock Massachusetts Tax-Exempt Trust are listed on the NYSE under the ticker symbol “MHE”, the common shares of BlackRock MuniYield Arizona Fund, Inc. are listed on the NYSE under the ticker symbol “MZA”, the common shares of BlackRock MuniYield Investment Fund are listed on the NYSE under the ticker symbol “MYF” and the common shares of BlackRock MuniEnhanced Fund, Inc. are listed on the NYSE under the ticker symbol “MEN.”

This Joint Proxy Statement/Prospectus serves as a prospectus of the Acquiring Fund in connection with each Issuance. No person has been authorized to give any information or make any representation not contained in this Joint Proxy Statement/Prospectus and, if so given or made, such information or representation must not be relied upon as having been authorized. This Joint Proxy Statement/Prospectus does not constitute an offer to sell or a solicitation of an offer to buy any securities in any jurisdiction in which, or to any person to whom, it is unlawful to make such offer or solicitation.

THE SEC HAS NOT APPROVED OR DISAPPROVED THESE SECURITIES OR PASSED UPON THE ADEQUACY OF THIS JOINT PROXY STATEMENT/PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

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SUMMARY

The following is a summary of certain information contained elsewhere in this Joint Proxy Statement/Prospectus and in the Statement of Additional Information and is qualified in its entirety by reference to the more complete information contained in this Joint Proxy Statement/Prospectus and in the Statement of Additional Information. Shareholders should read the entire Joint Proxy Statement/Prospectus carefully.

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EXPENSE TABLE FOR COMMON SHAREHOLDERS

The purpose of the comparative fee table below is to assist shareholders of each Fund in understanding the various costs and expenses of investing in common shares of each Fund and Combined Fund. The information in the table reflects (i) the fees and expenses incurred by BZM and MHE during the 12-month period ended February 29, 2020 (unaudited), the fees and expenses incurred by MZA and MYF during the 12-month period ended July 31, 2020 (unaudited) and the fees and expenses incurred by MEN and the Acquiring Fund during the 12-month period ended April 30, 2020 (unaudited); (ii) the pro forma expenses of the Combined Fund for the 12-month period ended April 30, 2020 assuming only the Reorganization of BZM into the Acquiring Fund had taken place on April 30, 2020, which represents the combination of completed Reorganizations presented in this Joint Proxy Statement/Prospectus that would result in the highest Total Expense Ratio for the Combined Fund; and (iii) the pro forma expenses of the Combined Fund for the 12-month period ended April 30, 2020, for the Combined Fund, assuming all of the Reorganizations had taken place on April 30, 2020, which represents, in the Investment Advisor’s view, the most likely combination of the Reorganizations and the combination of the Reorganizations that would result in the lowest Total Expense Ratio for the Combined Fund.

The level of expense savings (or increases) will vary depending upon the combination of the Funds in the Reorganizations and the resulting size of the Combined Fund, and furthermore, there can be no assurance that future expenses will not increase or that any expense savings for any Fund will be realized. Because each of the Reorganizations may occur whether or not the other Reorganization is approved, several combinations are possible, and the pro forma effects on operating expenses for all possible combinations are not illustrated in the table below. As noted above, however, the scenarios presented below capture the high and low range of possible pro forma outcomes for the Reorganizations presented in this Joint Proxy Statement/Prospectus.

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Each Fund uses leverage to seek to enhance its returns to common shareholders. This leverage generally takes two forms: the issuance of preferred shares and investment in TOBs. Both forms of leverage benefit common shareholders if the cost of the leverage is lower than the returns earned by a Fund when it invests the proceeds from the leverage. In order to help you better understand the costs associated with the Funds’ leverage strategy, the Total Annual Fund Operating Expenses (excluding interest expense) for the Funds are presented below:

The following example is intended to help you compare the costs of investing in the common shares of the Combined Fund pro forma if only the BZM Reorganization is completed and all of the Reorganizations are completed with the costs of investing in BZM, MHE, MZA, MYF, MEN and the Acquiring Fund without the Reorganizations. An investor in common shares would pay the following expenses on a $1,000 investment, assuming (1) the “Total Annual Fund Operating Expenses” for each Fund set forth in the total expenses table above and (2) a 5% annual return throughout the period:

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The examples set forth above assume common shares of each Fund were owned as of the completion of the Reorganizations and the reinvestment of all dividends and distributions and uses a 5% annual rate of return as mandated by SEC regulations. The examples should not be considered a representation of past or future expenses or annual rates of return. Actual expenses or annual rates of return may be more or less than those assumed for purposes of the examples.

Common shareholders of the Acquiring Fund, BZM, MHE, MZA, MYF and MEN will indirectly bear all or a portion of the costs of the Reorganizations. Because of the expected expense savings and other anticipated benefits for each Target Fund, the Investment Advisor recommended and the Board of each Target Fund has approved that its respective Fund be responsible for its own reorganization expenses. The expenses of the Reorganizations are estimated to be $204,600 for BZM, $207,200 for MHE, $214,900 for MZA, $255,800 for MYF and $300,400 for MEN. For the Acquiring Fund, the expenses of the Reorganizations are estimated to be approximately $318,300, of which the Investment Advisor will bear approximately $46,000. The actual costs associated with the Reorganizations may be more or less than the estimated costs discussed herein.

VRDP Holders are not expected to bear any costs of the Reorganizations.

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RISK FACTORS AND SPECIAL CONSIDERATIONS

Comparison of Risks

The Combined Fund will be managed in accordance with the same investment objective and investment strategies and policies, and subject to the same risks, as the Acquiring Fund. The Funds have substantially identical or similar investment objectives, and similar investment strategies, policies and restrictions and are subject to similar investment risks.

Each Fund utilizes leverage through the issuance of VRDP Shares and TOBs. See “The Acquiring Fund’s Investments—Leverage;” “General Risks of Investing in the Acquiring Fund—Leverage Risk;” and “General Risks of Investing in the Acquiring Fund—Tender Option Bond Risk.” The Acquiring Fund is expected to continue to leverage its assets through the use of VRDP Shares and TOBs after the Closing Date of the Reorganizations. Common shareholders of BZM, MHE, MZA, MYF and MEN will be subject to the terms and costs of the Acquiring Fund VRDP Shares after the consummation of the Reorganizations. Please see “Information about the Preferred Shares of the Funds” for additional information about the preferred shares of each Fund.

Risks that predominately affect the common shares of the Funds include risks associated with municipal obligations, including interest rate risk, credit risk, non-diversification risk (with respect to BZM and MHE) and leverage risk. In addition, as exchange-traded closed-end funds, the Funds are subject to the risk that the Funds’ common shares may trade at a discount from the Funds’ NAV. Accordingly, the Funds are primarily designed for long-term investors and should not be considered a vehicle for trading purposes. In the normal course of business, each Fund invests in securities and enters into transactions where risks exist due to fluctuations in the market (market risk) or failure of the issuer of a security to meet all its obligations (issuer credit risk). The value of securities held by the Funds may decline in response to certain events, including those directly involving the issuers whose securities are owned by the Funds; conditions affecting the general economy; overall market changes; pandemics, epidemics and other global health events; local, regional or global political, social or economic instability; and currency and interest rate and price fluctuations. Similar to issuer credit risk, the Funds may be exposed to counterparty credit risk, or the risk that an entity with which the Funds have unsettled or open transactions may fail to or be unable to perform on its commitments.

Risk is inherent in all investing. An investment in the common shares of the Acquiring Fund should not be considered a complete investment program. Each shareholder should take into account the Acquiring Fund’s investment objective as well as the shareholder’s other investments when considering an investment in the Acquiring Fund. You may lose part or all of your investment in the Acquiring Fund or your investment may not perform as well as other similar investments.

Risks Related to the Reorganizations

Expenses

While the Funds currently estimate that the Reorganizations will result in reduced aggregate expenses of the Combined Fund by approximately $1,557,000 per year if all the Reorganizations are completed, the realization of these reduced expenses will not affect common shareholders of the Funds proportionately, and may take longer than expected to be realized or may not be realized at all.

In the Investment Advisor’s view, the most likely combination is the Reorganizations of all of the Funds, which is also expected to result in the lowest Total Expense Ratio for the Combined Fund. If the only Reorganization discussed in this Joint Proxy Statement/Prospectus that is completed is the Reorganization of BZM into the Acquiring Fund, the Combined Fund would be expected to have a higher Total Expense Ratio than if any other combination of Reorganizations were completed. As of July 31, 2020, any combination of Reorganizations is expected to result in a Total Expense Ratio for the Combined Fund that is lower than the Total Expense Ratio of each Target Fund. “Total Expenses” means a Fund’s total annual operating expenses (including interest expense). “Total Expense Ratio” means a Fund’s Total Expenses expressed as a percentage of its average net assets attributable to its common shares.

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Prior to June 1, 2020, the Investment Advisor voluntarily agreed to waive a portion of the investment advisory fees or other expenses of BZM equal to an annual rate of 0.05% of BZM’s average weekly managed assets (as defined below) (previously defined as the “BZM Voluntary Waiver”). The BZM Voluntary Waiver of 0.05% of BZM’s average weekly managed assets is reflected in the historical and pro forma Total Expense Ratios (after giving effect to the BZM Voluntary Waiver) for the 12-month period ended February 29, 2020 below. Effective June 1, 2020, the BZM Voluntary Waiver was increased to an annual rate of 0.08% of BZM’s average weekly managed assets, which is not reflected in the historical and pro forma Total Expense Ratios (after giving effect to the BZM Voluntary Waiver) for the 12-month period ended February 29, 2020 below. The BZM Voluntary Waiver may be reduced or discontinued at any time without notice.

As of February 29, 2020 for BZM and MZA, as of July 31, 2020 for MZA and MYF, and as of April 30, 2020 for MEN, the Acquiring Fund and the Combined Fund, the historical and pro forma Total Expense Ratios applicable to the Reorganizations are as follows: