<SEC-DOCUMENT>0001287695-16-000634.txt : 20160329
<SEC-HEADER>0001287695-16-000634.hdr.sgml : 20160329
<ACCEPTANCE-DATETIME>20160329113010
ACCESSION NUMBER:		0001287695-16-000634
CONFORMED SUBMISSION TYPE:	NSAR-A
PUBLIC DOCUMENT COUNT:		11
CONFORMED PERIOD OF REPORT:	20160131
FILED AS OF DATE:		20160329
DATE AS OF CHANGE:		20160329
EFFECTIVENESS DATE:		20160329

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			BLACKROCK MUNIYIELD MICHIGAN QUALITY FUND, INC.
		CENTRAL INDEX KEY:			0000890393
		IRS NUMBER:				223196060
		STATE OF INCORPORATION:			NJ
		FISCAL YEAR END:			0930

	FILING VALUES:
		FORM TYPE:		NSAR-A
		SEC ACT:		1940 Act
		SEC FILE NUMBER:	811-07080
		FILM NUMBER:		161534233

	BUSINESS ADDRESS:	
		STREET 1:		800 SCUDDERS MILL RD
		CITY:			PLAINSBORO
		STATE:			NJ
		ZIP:			08536
		BUSINESS PHONE:		6092825284

	MAIL ADDRESS:	
		STREET 1:		800 SCUDDERS MILL RD
		CITY:			PLAINSBORO
		STATE:			NJ
		ZIP:			08536

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	BLACKROCK MUNIYIELD MICHIGAN INSURED FUND, INC.
		DATE OF NAME CHANGE:	20070611

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	MUNIYIELD MICHIGAN INSURED FUND INC
		DATE OF NAME CHANGE:	20020620

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	MUNIYIELD MICHIGAN INSURED FUND II INC
		DATE OF NAME CHANGE:	20020620
</SEC-HEADER>
<DOCUMENT>
<TYPE>NSAR-A
<SEQUENCE>1
<FILENAME>nsar.fi.fil
<TEXT>
<PAGE>      PAGE  1
000 A000000 01/31/2016
000 C000000 0000890393
000 D000000 N
000 E000000 NF
000 F000000 Y
000 G000000 N
000 H000000 N
000 I000000 6.1
000 J000000 A
001 A000000 BLK MUNIYIELD MICHIGAN QUALITY FUND, INC.
001 B000000 811-07080
001 C000000 8004417762
002 A000000 100 BELLEVUE PARKWAY
002 B000000 WILMINGTON
002 C000000 DE
002 D010000 19809
003  000000 N
004  000000 N
005  000000 N
006  000000 N
007 A000000 N
007 B000000  0
007 C010100  1
008 A000001 BLACKROCK ADVISORS, LLC
008 B000001 A
008 C000001 801-47710
008 D010001 WILMINGTON
008 D020001 DE
008 D030001 19809
012 A000001 COMPUTERSHARE TRUST COMPANY, N.A.
012 B000001 85-11340
012 C010001 CANTON
012 C020001 MA
012 C030001 02021
012 A000002 THE BANK OF NEW YORK MELLON (PREFERRED)
012 B000002 85-05006
012 C010002 NEW YORK
012 C020002 NY
012 C030002 10289
013 A000001 DELOITTE & TOUCHE LLP
013 B010001 BOSTON
013 B020001 MA
013 B030001 02116
014 A000001 BLACKROCK EXECUTION SERVICES
014 B000001 8-48719
014 A000002 BLACKROCK INVESTMENTS, LLC
014 B000002 8-48436
014 A000003 HARRIS WILLIAMS LLC
014 B000003 8-53380
014 A000004 PNC CAPITAL MARKETS, INC.
014 B000004 8-32493
<PAGE>      PAGE  2
014 A000005 PNC INVESTMENTS LLC
014 B000005 8-66195
015 A000001 STATE STREET BANK AND TRUST COMPANY
015 B000001 C
015 C010001 BOSTON
015 C020001 MA
015 C030001 02210
015 E010001 X
018  000000 Y
019 A000000 Y
019 B000000  281
019 C000000 BLKRKADVSR
020 A000001 BANK OF AMERICA CORP
020 B000001 56-0906609
020 C000001      2
021  000000        2
022 A000001 FFI INSTITUTIONAL TAX-EXEMPT FUND
022 B000001 22-2509978
022 C000001     73321
022 D000001     75194
022 A000002 MORGAN STANLEY & CO INC
022 B000002 13-2655998
022 C000002     50517
022 D000002     16681
022 A000003 BLACKROCK LIQUIDITY FUNDS:MUNICASH
022 B000003 52-0983343
022 C000003     19714
022 D000003      5175
022 A000004 BANK OF AMERICA CORP
022 B000004 56-0906609
022 C000004     11432
022 D000004     10140
022 A000005 CITIGROUP GLOBAL MARKETS INC
022 B000005 11-2418191
022 C000005     18017
022 D000005       981
022 A000006 J.P. MORGAN SECURITIES INC
022 B000006 13-3299429
022 C000006     11046
022 D000006      2000
022 A000007 BANK OF NEW YORK
022 B000007 13-4941102
022 C000007         0
022 D000007     11758
022 A000008 STIFEL NICOLAUS & COMPANY INCORPORATED
022 B000008 43-0538770
022 C000008      6973
022 D000008      3632
022 A000009 DAVIDSON D.A. & COMPANY INC.
022 C000009         0
022 D000009      9402
<PAGE>      PAGE  3
022 A000010 PERSHING LLC
022 B000010 13-2741729
022 C000010      6207
022 D000010      2562
023 C000000     201541
023 D000000     144928
024  000000 N
026 A000000 N
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<PAGE>      PAGE  4
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<PAGE>      PAGE  5
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<PAGE>      PAGE  6
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<PAGE>      PAGE  8
074 Y000000   263117
075 A000000        0
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076  000000    14.20
077 A000000 Y
077 B000000 N
077 C000000 Y
077 I000000 Y
077 M000000 Y
077 O000000 Y
077 Q010000 Y
078  000000 N
080 C000000        0
081 B000000   0
082 B000000        0
083 B000000        0
084 B000000        0
086 A010000  11329
086 A020000 173278
086 B010000      0
086 B020000      0
086 C010000      0
086 C020000      0
086 D010000      0
086 D020000      0
086 E010000      0
086 E020000      0
086 F010000      0
086 F020000      0
087 A010000 COMMON STOCK
087 A020000 09254V105
087 A030000 MIY
087 B010000 PREFERRED STOCK
088 A000000 N
088 B000000 N
088 C000000 N
088 D000000 Y
SIGNATURE   NEAL J. ANDREWS
TITLE       CFO

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.77O RULE 10F-3
<SEQUENCE>2
<FILENAME>waynef77o.txt
<TEXT>
<PAGE>

PARTICIPATING FUNDS

..  U.S. Registered Funds (Name of Fund, Aladdin Ticker):

   BlackRock MuniYield Michigan Quality Fund, Inc. (MIY)

THE OFFERING

KEY CHARACTERISTICS (COMPLETE ALL FIELDS)

---------------------------------------------
Date of Offering Commencement:    09-23-2015
--------------------------------  -----------
Security Type:                    BND/MUNI
---------------------------------------------
-------------------------------------------------------------------------------
Issuer                       WAYNE COUNTY Revenue Bonds Series 2015F
---------------------------  --------------------------------------------------
Selling Underwriter          Citigroup Global Markets Inc
---------------------------  --------------------------------------------------
Affiliated Underwriter(s)    [X]  PNC Capital Markets LLC
                             [_]  Other:
---------------------------  --------------------------------------------------
List of Underwriter(s)       Citigroup Global Markets Inc, J.P. Morgan
                             Securities LLC, Bank of America Merrill Lynch,
                             PNC Capital Markets LLC, Loop Capital Markets,
                             Siebert Brandford Shank & Co., Wells Fargo
                             Securities
-------------------------------------------------------------------------------

TRANSACTION DETAILS

-------------------------------
Date of Purchase    09-23-2015
-------------------------------
-------------------------------------------------------------------------------
Purchase Price/Share      $107.222 Total Commission, Spread or Profit   0.1045%
(PER SHARE / % OF PAR)
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
1. Aggregate Principal Amount Purchased (a+b)                      $  6,000,000
--------------------------------------------------------------     ------------
    a. US Registered Funds (Appendix attached with
       individual Fund/Client purchase)                            $  6,000,000
--------------------------------------------------------------     ------------
    b. Other BlackRock Clients                                              N/A
--------------------------------------------------------------     ------------
2. Aggregate Principal Amount of Offering                          $224,155,000
--------------------------------------------------------------     ------------
FUND RATIO
[Divide Sum of #1 by #2]
Must be less than 0.25                                                   0.0268
-------------------------------------------------------------------------------

LEGAL REQUIREMENTS

OFFERING TYPE (CHECK ONE)

The securities fall into one of the following transaction types (see
Definitions):

[_]  U.S. Registered
     Public Offering...... [Issuer must have 3 years of continuous operations]

                                  Page 1 of 2

<PAGE>

Rule 10f-3 Report - Definitions

[_] Eligible Rule 144A
    Offering.............. [Issuer must have 3 years of continuous operations]

[X] Eligible Municipal
    Securities

[_] Eligible Foreign
    Offering.............. [Issuer must have 3 years of continuous operations]

[_] Government Securities
    Offering.............. [Issuer must have 3 years of continuous operations]

TIMING AND PRICE (CHECK ONE OR BOTH)

[X]The securities were purchased before the end of the first day on which any
   sales were made, at a price that was not more than the price paid by each
   other purchaser of securities in that offering or in any concurrent offering
   of the securities; and

[_]If the securities are offered for subscription upon exercise of rights, the
   securities were purchased on or before the fourth day before the day on
   which the rights offering terminated.

FIRM COMMITMENT OFFERING (CHECK ONE)

[X]YES  The securities were offered pursuant to an underwriting or similar
[_]NO   agreement under which the underwriters were committed to purchase all
        of the securities being offered, except those purchased by others
        pursuant to a rights offering, if the underwriters purchased any of
        the securities.

NO BENEFIT TO AFFILIATED UNDERWRITER (CHECK ONE)

[X]YES  No affiliated underwriter was a direct or indirect participant in, or
[_]NO   benefited directly or indirectly from, the transaction.

Completed by:  Dipankar Banerjee                              Date: 10-06-2015
               ---------------------------------------------
               Global Syndicate Team Member

Approved by:   Betsy Mathews, Steven Delaura                  Date: 10-06-2015
               ---------------------------------------------
               Global Syndicate Team Member

DEFINITIONS

TERM        DEFINITION
Fund Ratio  Number appearing at the bottom of page 1 of 2 of the Rule 10f-3
            Report form. It is the sum of the Funds' participation in the
            offering by the Funds and other accounts managed by BlackRock
            divided by the total amount of the offering.

<PAGE>

Rule 10f-3 Report - Definitions

TERM                       DEFINITION
Eligible Foreign Offering  The securities are sold in a public offering
                           conducted under the laws of a country other than
                           the United States and

                           (a)the offering is subject to regulation in such
                              country by a "foreign financial regulatory
                              authority," as defined in Section 2(a)(50) of
                              the Investment Company Act of 1940;

                           (b)the securities were offered at a fixed price to
                              all purchasers in the offering (except for any
                              rights to purchase securities that are required
                              by law to be granted to existing security
                              holders of the issuer);

                           (c)financial statements, prepared and audited as
                              required or permitted by the appropriate foreign
                              financial regulatory authority in such country,
                              for the two years prior to the offering, were
                              made available to the public and prospective
                              purchasers in connection with the offering; and

                           (d)if the issuer is a "domestic issuer," i.e.,
                              other than a foreign government, a national of
                              any foreign country, or a corporation or other
                              organization incorporated or organized under the
                              laws of any foreign country, it (1) has a class
                              of securities registered pursuant to section
                              12(b) or 12(g) of the Securities Exchange Act of
                              1934 or is required to file reports pursuant to
                              section 15(d) of that act, and (2) has filed all
                              the material required to be filed pursuant to
                              section 13(a) or 15(d) of that act for a period
                              of at least 12 months immediately preceding the
                              sale of securities (or for such shorter period
                              that the issuer was required to file such
                              material)

<PAGE>

Rule 10f-3 Report - Definitions

TERM                            DEFINITION
Eligible Municipal Securities   The securities:

                                (a)are direct obligations of, or obligations
                                   guaranteed as to principal or interest by,
                                   a State or any political subdivision
                                   thereof, or any agency or instrumentality
                                   of a State or any political subdivision
                                   thereof, or any municipal corporate
                                   instrumentality of one or more States, or
                                   any security which is an industrial
                                   development bond (as defined in section
                                   103(c)(2) of Title 26) the interest on
                                   which is excludable from gross income under
                                   certain provisions of the Internal Revenue
                                   Code;

                                (b)are sufficiently liquid that they can be
                                   sold at or near their carrying value within
                                   a reasonably short period of time; and

                                (c)either

                                    (1)are subject to no greater than moderate
                                       credit risk; or

                                    (2)if the issuer of the municipal
                                       securities, or the entity supplying the
                                       revenues or other payments from which
                                       the issue is to be paid, has been in
                                       continuous operation for less than
                                       three years, including the operation of
                                       any predecessors, the securities are
                                       subject to a minimal or low amount of
                                       credit risk.

                                Also, purchases of municipal securities may
                                not be designated as group sales or otherwise
                                allocated to the account of any prohibited
                                seller (i.e., an affiliated underwriter).

Eligible Rule 144A Offering     The securities are sold in an offering where

                                (a)the securities are offered or sold in
                                   transactions exempt from registration under
                                   Section 4(2) of the Securities Act of 1933,
                                   Rule 144A thereunder, or Rules 501-508
                                   thereunder;

                                (b)the securities were sold to persons that
                                   the seller and any person acting on behalf
                                   of the seller reasonably believe to include
                                   qualified institutional buyers, as defined
                                   in Rule 144A ("QIBs"); and

                                (c)the seller and any person acting on behalf
                                   of the seller reasonably believe that the
                                   securities are eligible for resale to other
                                   QIBs pursuant to Rule 144A.

Government Securities Offering  The security is issued or guaranteed as to
                                principal or interest by the United States, or
                                by a person controlled or supervised by and
                                acting as an instrumentality of the Government
                                of the United States pursuant to authority
                                granted by the Congress of the United States;
                                or any certificate of deposit for any of the
                                foregoing.

<PAGE>

Rule 10f-3 Report - Definitions

TERM                              DEFINITION
U.S. Registered Public Offering.  The securities offered are registered under
                                  the Securities Act of 1933 that are being
                                  offered to the public.
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.77O RULE 10F-3
<SEQUENCE>3
<FILENAME>wayned77o.txt
<TEXT>
<PAGE>

PARTICIPATING FUNDS

..  U.S. Registered Funds (Name of Fund, Aladdin Ticker):

   BlackRock Allocation Target Shares : Series E Portfolio (BATSE)
   BlackRock National Municipal Fund of Blackrock Municipal Bond Fund, Inc.
   (BR-NATL)
   BlackRock MuniYield Michigan Quality Fund, Inc. (MIY)

THE OFFERING

KEY CHARACTERISTICS (COMPLETE ALL FIELDS)

-------------------------------------
Date of                   09-23-2015
Offering Commencement:
------------------------  -----------
Security Type:            BND/MUNI
-------------------------------------
-------------------------------------------------------------------------------
Issuer                       WAYNE COUNTY Revenue Bonds Series 2015D
---------------------------  --------------------------------------------------
Selling Underwriter          Citigroup Global Markets Inc
---------------------------  --------------------------------------------------
Affiliated Underwriter(s)    [X]  PNC Capital Markets LLC
                             [_]  Other:
---------------------------  --------------------------------------------------
List of Underwriter(s)       Citigroup Global Markets Inc, J.P. Morgan
                             Securities LLC, Bank of America Merrill Lynch,
                             PNC Capital Markets LLC, Loop Capital Markets,
                             Siebert Brandford Shank & Co., Wells Fargo
                             Securities
-------------------------------------------------------------------------------

TRANSACTION DETAILS

-------------------------------
Date of Purchase    09-23-2015
-------------------------------
-------------------------------------------------------------------------------
Purchase Price/Share      $108.255,
(PER SHARE / % OF PAR)    $107.651, Total Commission, Spread or Profit  0.1045%
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
1. Aggregate Principal Amount Purchased (a+b)                      $ 13,000,000
-----------------------------------------------------------------  ------------
    a. US Registered Funds (Appendix attached with individual
       Fund/Client purchase)                                       $ 13,000,000
-----------------------------------------------------------------  ------------
    b. Other BlackRock Clients                                              N/A
-----------------------------------------------------------------  ------------
2. Aggregate Principal Amount of Offering                          $213,330,000
-----------------------------------------------------------------  ------------
FUND RATIO
[Divide Sum of #1 by #2]
Must be less than 0.25                                                   0.0609
-------------------------------------------------------------------------------

LEGAL REQUIREMENTS

OFFERING TYPE (CHECK ONE)

The securities fall into one of the following transaction types (see
Definitions):

[_] U.S. Registered Public
    Offering.............. [Issuer must have 3 years of continuous operations]

                                  Page 1 of 2

<PAGE>

Rule 10f-3 Report - Definitions


[_] Eligible Rule 144A
    Offering.............. [Issuer must have 3 years of continuous operations]

[X] Eligible Municipal
    Securities

[_] Eligible Foreign
    Offering.............. [Issuer must have 3 years of continuous operations]

[_] Government Securities
    Offering.............. [Issuer must have 3 years of continuous operations]

TIMING AND PRICE (CHECK ONE OR BOTH)

[X]The securities were purchased before the end of the first day on which any
   sales were made, at a price that was not more than the price paid by each
   other purchaser of securities in that offering or in any concurrent offering
   of the securities; and

[_]If the securities are offered for subscription upon exercise of rights, the
   securities were purchased on or before the fourth day before the day on
   which the rights offering terminated.

FIRM COMMITMENT OFFERING (CHECK ONE)

[X]  YES  The securities were offered pursuant to an underwriting or similar
[_]  NO   agreement under which the underwriters were committed to purchase
          all of the securities being offered, except those purchased by
          others pursuant to a rights offering, if the underwriters purchased
          any of the securities.

NO BENEFIT TO AFFILIATED UNDERWRITER (CHECK ONE)

[X]  YES  No affiliated underwriter was a direct or indirect participant in,
[_]  NO   or benefited directly or indirectly from, the transaction.

Completed by:  Dipankar Banerjee                              Date: 10-06-2015
               ---------------------------------------------
               Global Syndicate Team Member

Approved by:   Betsy Mathews, Steven DeLaura                  Date: 10-06-2015
               ---------------------------------------------
               Global Syndicate Team Member

DEFINITIONS

TERM        DEFINITION
Fund Ratio  Number appearing at the bottom of page 1 of 2 of the Rule 10f-3
            Report form. It is the sum of the Funds' participation in the
            offering by the Funds and other accounts managed by BlackRock
            divided by the total amount of the offering.

<PAGE>

Rule 10f-3 Report - Definitions

TERM                       DEFINITION
Eligible Foreign Offering  The securities are sold in a public offering
                           conducted under the laws of a country other than
                           the United States and

                           (a)the offering is subject to regulation in such
                              country by a "foreign financial regulatory
                              authority," as defined in Section 2(a)(50) of
                              the Investment Company Act of 1940;

                           (b)the securities were offered at a fixed price to
                              all purchasers in the offering (except for any
                              rights to purchase securities that are required
                              by law to be granted to existing security
                              holders of the issuer);

                           (c)financial statements, prepared and audited as
                              required or permitted by the appropriate foreign
                              financial regulatory authority in such country,
                              for the two years prior to the offering, were
                              made available to the public and prospective
                              purchasers in connection with the offering; and

                           (d)if the issuer is a "domestic issuer," i.e.,
                              other than a foreign government, a national of
                              any foreign country, or a corporation or other
                              organization incorporated or organized under the
                              laws of any foreign country, it (1) has a class
                              of securities registered pursuant to section
                              12(b) or 12(g) of the Securities Exchange Act of
                              1934 or is required to file reports pursuant to
                              section 15(d) of that act, and (2) has filed all
                              the material required to be filed pursuant to
                              section 13(a) or 15(d) of that act for a period
                              of at least 12 months immediately preceding the
                              sale of securities (or for such shorter period
                              that the issuer was required to file such
                              material)

<PAGE>

Rule 10f-3 Report - Definitions

TERM                            DEFINITION
Eligible Municipal Securities   The securities:

                                (a)are direct obligations of, or obligations
                                   guaranteed as to principal or interest by,
                                   a State or any political subdivision
                                   thereof, or any agency or instrumentality
                                   of a State or any political subdivision
                                   thereof, or any municipal corporate
                                   instrumentality of one or more States, or
                                   any security which is an industrial
                                   development bond (as defined in section
                                   103(c)(2) of Title 26) the interest on
                                   which is excludable from gross income under
                                   certain provisions of the Internal Revenue
                                   Code;

                                (b)are sufficiently liquid that they can be
                                   sold at or near their carrying value within
                                   a reasonably short period of time; and

                                (c)either

                                    (1)are subject to no greater than moderate
                                       credit risk; or

                                    (2)if the issuer of the municipal
                                       securities, or the entity supplying the
                                       revenues or other payments from which
                                       the issue is to be paid, has been in
                                       continuous operation for less than
                                       three years, including the operation of
                                       any predecessors, the securities are
                                       subject to a minimal or low amount of
                                       credit risk.

                                Also, purchases of municipal securities may
                                not be designated as group sales or otherwise
                                allocated to the account of any prohibited
                                seller (i.e., an affiliated underwriter).

Eligible Rule 144A Offering     The securities are sold in an offering where

                                (a)the securities are offered or sold in
                                   transactions exempt from registration under
                                   Section 4(2) of the Securities Act of 1933,
                                   Rule 144A thereunder, or Rules 501-508
                                   thereunder;

                                (b)the securities were sold to persons that
                                   the seller and any person acting on behalf
                                   of the seller reasonably believe to include
                                   qualified institutional buyers, as defined
                                   in Rule 144A ("QIBs"); and

                                (c)the seller and any person acting on behalf
                                   of the seller reasonably believe that the
                                   securities are eligible for resale to other
                                   QIBs pursuant to Rule 144A.

Government Securities Offering  The security is issued or guaranteed as to
                                principal or interest by the United States, or
                                by a person controlled or supervised by and
                                acting as an instrumentality of the Government
                                of the United States pursuant to authority
                                granted by the Congress of the United States;
                                or any certificate of deposit for any of the
                                foregoing.

<PAGE>

Rule 10f-3 Report - Definitions

TERM                              DEFINITION
U.S. Registered Public Offering.  The securities offered are registered under
                                  the Securities Act of 1933 that are being
                                  offered to the public.
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.77Q1 OTHR EXHB
<SEQUENCE>4
<FILENAME>miy77q1g.txt
<TEXT>
<PAGE>

                BlackRock MuniYield Michigan Quality Fund, Inc.
                              File No. 811-07080
               Item No. 77Q1(g) (Merger Agreement) -- Attachment

Attached please find an exhibit to Sub-Item 77Q1(g) of Form N-SAR, a copy of
the Agreement and Plan of Reorganization between BlackRock MuniYield Michigan
Quality Fund, Inc. and BlackRock MuniYield Michigan Quality Fund II, Inc.

<PAGE>

                                                                Exhibit 77Q1(g)

                     AGREEMENT AND PLAN OF REORGANIZATION

                                                                  June 17, 2015

       In order to consummate the reorganization contemplated herein (the
"Reorganization") and in consideration of the promises and the covenants and
 --------------
agreements hereinafter set forth, and intending to be legally bound, BlackRock
MuniYield Michigan Quality Fund II, Inc., a registered non-diversified
closed-end investment company, File No. 811-06501, (the "Target Fund") and
                                                         -----------
BlackRock MuniYield Michigan Quality Fund, Inc., a registered non-diversified
closed-end investment company, File No. 811-07080 (the "Acquiring Fund" and
                                                        --------------
together with the Target Fund, the "Funds"), each hereby agree as follows:
                                    -----

       1. REPRESENTATIONS AND WARRANTIES OF THE ACQUIRING FUND.

       The Acquiring Fund represents and warrants to, and agrees with, the
Target Fund that:

       (a) The Acquiring Fund is a corporation duly organized, validly existing
and in good standing in conformity with the laws of the State of Maryland, and
has the power to own all of its assets and to carry out this Agreement. The
Acquiring Fund has all necessary federal, state and local authorizations to
carry on its business as it is now being conducted and to carry out this
Agreement.

       (b) The Acquiring Fund is duly registered under the Investment Company
Act of 1940, as amended (the "1940 Act") as a non-diversified, closed-end
management investment company and such registration has not been revoked or
rescinded and is in full force and effect.

       (c) The Acquiring Fund has full power and authority to enter into and
perform its obligations under this Agreement subject, in the case of the
consummation of the Reorganization to the approval and adoption of this
Agreement and the issuance of additional Acquiring Fund VRDP Shares in
connection with the Reorganization by the holders of the Acquiring Fund VRDP
Shares (as defined in Section 1(n) herein) ("Acquiring Fund VRDP Holders")
                                             ---------------------------
voting as a separate class, and in the case of the issuance of additional
Acquiring Fund Common Shares (as defined in Section 1(n) herein) in connection
with the Reorganization to the approval of such issuance of additional
Acquiring Fund Common Shares by the common shareholders of the Acquiring Fund
("Acquiring Fund Common Shareholders" and together with the Acquiring Fund VRDP
  ----------------------------------
Holders, the "Acquiring Fund Shareholders") and the Acquiring Fund VRDP Holders
              ---------------------------
voting as a single class, in each case as described in Sections 9(a) and
(b) hereof. The execution, delivery and performance of this Agreement have been
duly authorized by all necessary action of the Acquiring Fund's Board of
Directors, and this Agreement constitutes a valid and binding contract of the
Acquiring Fund enforceable against the Acquiring Fund in accordance with its
terms, subject to the effects of bankruptcy, insolvency, moratorium, fraudulent
conveyance and similar laws relating to or affecting creditors' rights
generally and court decisions with respect thereto.

                                      2

<PAGE>

       (d) The Acquiring Fund has provided or made available (including by
electronic format) to the Target Fund the most recent audited annual financial
statements of the Acquiring Fund, which have been prepared in accordance with
generally accepted accounting principles in the United States of America ("US
                                                                           --
GAAP") consistently applied and have been audited by Deloitte & Touche LLP,
----
each Fund's independent registered public accounting firm, and such statements
fairly present the financial condition and the results of operations of the
Acquiring Fund as of the respective dates indicated and the results of
operations and changes in net assets for the periods indicated, and there are
no liabilities of the Acquiring Fund whether actual or contingent and whether
or not determined or determinable as of such date that are required to be
disclosed but are not disclosed in such statements.

       (e) An unaudited statement of assets, capital and liabilities of the
Acquiring Fund and an unaudited schedule of investments of the Acquiring Fund,
each as of the Valuation Time (as defined in Section 3(e) herein) (together,
the "Acquiring Fund Closing Financial Statements"), will be provided or made
     -------------------------------------------
available (including by electronic format) to the Target Fund, at or prior to
the Closing Date (as defined in Section 7(a) herein), for the purpose of
determining the number of Acquiring Fund Shares (as defined in Section 1(n)
herein) to be issued to the Target Fund shareholders (the "Target Fund
                                                           -----------
Shareholders") pursuant to Section 3 of this Agreement; the Acquiring Fund
------------
Closing Financial Statements will fairly present the financial position of the
Acquiring Fund as of the Valuation Time in conformity US GAAP consistently
applied.

       (f) There are no material legal, administrative or other proceedings
pending or, to the knowledge of the Acquiring Fund, threatened against it which
assert liability on the part of the Acquiring Fund or which materially affect
its financial condition or its ability to consummate the Reorganization. The
Acquiring Fund is not charged with or, to the best of its knowledge, threatened
with any violation or investigation of any possible violation of any provisions
of any federal, state or local law or regulation or administrative ruling
relating to any aspect of its business.

       (g) There are no material contracts outstanding to which the Acquiring
Fund is a party that have not been disclosed in the N-14 Registration Statement
(as defined in Section 1(k) herein) or that will not otherwise be disclosed to
the Target Fund prior to the Valuation Time.

       (h) The Acquiring Fund is not obligated under any provision of its
charter or by-laws, each as amended to the date hereof, and is not a party to
any contract or other commitment or obligation, and is not subject to any order
or decree, which would be violated by its execution of or performance under
this Agreement, except insofar as the Funds have mutually agreed to amend such
contract or other commitment or obligation to cure any potential violation as a
condition precedent to the Reorganization.

       (i) The Acquiring Fund has no known liabilities of a material amount,
contingent or otherwise, other than those shown on the Acquiring Fund's
Semi-Annual Report for the six months ended January 31, 2015, those incurred
since the date thereof in the ordinary course of its business as an investment
company, and those incurred in connection with the Reorganization. As of the
Valuation Time, the Acquiring Fund will advise the Target Fund of all

                                      3

<PAGE>

known liabilities, contingent or otherwise, whether or not incurred in the
ordinary course of business, existing or accrued as of such time, except to the
extent disclosed in the Acquiring Fund Closing Financial Statements or to the
extent already known by the Target Fund.

       (j) No consent, approval, authorization or order of any court or
government authority is required for the consummation by the Acquiring Fund of
the Reorganization, except such as may be required under the Securities Act of
1933, as amended (the "1933 Act"), the Securities Exchange Act of 1934, as
                       --------
amended (the "1934 Act") and the 1940 Act or state securities laws (which term
              --------
as used herein shall include the laws of the District of Columbia and Puerto
Rico) or the rules of the New York Stock Exchange, each of which will have been
obtained on or prior to the Closing Date.

       (k) The registration statement filed by the Acquiring Fund on Form N-14,
which includes the proxy statement for the common shareholders of the Target
Fund and the Acquiring Fund with respect to the transactions contemplated
herein (the "Joint Proxy Statement/Prospectus"), and any supplement or
             --------------------------------
amendment thereto or to the documents included or incorporated by reference
therein (collectively, as so amended or supplemented, the "N-14 Registration
                                                           -----------------
Statement"), on its effective date, at the time of the shareholder meeting
---------
called to vote on this Agreement and on the Closing Date, insofar as it relates
to the Acquiring Fund, (i) complied or will comply in all material respects
with the provisions of the 1933 Act, the 1934 Act and the 1940 Act and the
rules and regulations thereunder and (ii) did not or will not contain any
untrue statement of a material fact or omit to state any material fact required
to be stated therein or necessary to make the statements therein in light of
the circumstances under which they were made, not misleading; and the Joint
Proxy Statement/Prospectus included therein did not or will not contain any
untrue statement of a material fact or omit to state any material fact
necessary to make the statements therein, in the light of the circumstances
under which they were made, not misleading; provided, however, that the
                                            --------  -------
representations and warranties in this subsection only shall apply to
statements in or omissions from the N-14 Registration Statement made in
reliance upon and in conformity with information furnished by the Acquiring
Fund for use in the N-14 Registration Statement.

       (l) The proxy statement for the Acquiring Fund VRDP Holders and the
Target Fund VRDP Holders with respect to the transactions contemplated herein,
and any supplement or amendment thereto (the "Preferred Shares Proxy
                                              ----------------------
Statement") or to the documents included or incorporated by reference therein,
---------
at the time of the shareholder meeting called to vote on this Agreement and on
the Closing Date, insofar as it relates to the Acquiring Fund, (i) complied or
will comply in all material respects with the provisions of the 1934 Act and
the 1940 Act and the rules and regulations thereunder and (ii) did not or will
not contain any untrue statement of a material fact or omit to state any
material fact required to be stated therein or necessary to make the statements
therein in light of the circumstances under which they were made, not
misleading; and did not or will not contain any untrue statement of a material
fact or omit to state any material fact necessary to make the statements
therein, in the light of the circumstances under which they were made, not
misleading.

       (m) The Acquiring Fund has filed, or intends to file, or has obtained
extensions to file, all federal, state and local tax returns which are required
to be filed by it, and has paid or has obtained extensions to pay, all federal,
state and local taxes shown on said returns to be due

                                      4

<PAGE>

and owing and all assessments received by it, up to and including the taxable
year in which the Closing Date occurs. All tax liabilities of the Acquiring
Fund have been adequately provided for on its books, and no tax deficiency or
liability of the Acquiring Fund has been asserted and no question with respect
thereto has been raised by the Internal Revenue Service or by any state or
local tax authority for taxes in excess of those already paid, up to and
including the taxable year in which the Closing Date occurs.

       (n) The Acquiring Fund is authorized to issue 200,000,000 shares of
common stock, par value $0.10 per share (the "Acquiring Fund Common Shares")
                                              ----------------------------
and 1,446 shares of preferred stock of Series W-7 Variable Rate Demand
Preferred Shares or any other series of Variable Rate Demand Preferred Shares
("VRDP Shares"), par value $0.10 per share and liquidation preference $100,000
  -----------
per share ("Acquiring Fund VRDP Shares" and together with Acquiring Fund Common
            --------------------------
Shares, the "Acquiring Fund Shares"). Each outstanding Acquiring Fund Share is
             ---------------------
fully paid and non-assessable and has the voting rights provided by the
Acquiring Fund's charter and applicable law.

       (o) The books and records of the Acquiring Fund made available to the
Target Fund and/or its counsel are substantially true and correct and contain
no material misstatements or omissions with respect to the operations of the
Acquiring Fund.

       (p) The Acquiring Fund Shares to be issued to the Target Fund
Shareholders pursuant to this Agreement will have been duly authorized and,
when issued and delivered pursuant to this Agreement, will be legally and
validly issued and will be fully paid and nonassessable and will have full
voting rights, except as provided by the Acquiring Fund's charter or applicable
law, and no Acquiring Fund Shareholder will have any preemptive right of
subscription or purchase in respect thereof.

       (q) At or prior to the Closing Date, the Acquiring Fund Common Shares to
be transferred to the Target Fund for distribution to the Target Fund
Shareholders on the Closing Date will be duly qualified for offering to the
public in all states of the United States in which the sale of shares of the
Funds presently are qualified, and there will be a sufficient number of such
Acquiring Fund Common Shares registered under the 1933 Act and, as may be
necessary, with each pertinent state securities commission to permit the
transfers contemplated by this Agreement to be consummated.

       (r) At or prior to the Closing Date, the Acquiring Fund will have
obtained any and all regulatory, board and shareholder approvals necessary to
issue the Acquiring Fund Shares to the Target Fund Shareholders.

       (s) The Acquiring Fund has elected to qualify and has qualified as a
regulated investment company ("RIC") within the meaning of Section 851 of the
                               ---
Internal Revenue Code of 1986, as amended (the "Code") for each of its taxable
                                                ----
years since its inception, and the Acquiring Fund has satisfied the
distribution requirements imposed by Section 852 of the Code to maintain RIC
status for each of its taxable years.

                                      5

<PAGE>

       2. REPRESENTATIONS AND WARRANTIES OF THE TARGET FUND.

       The Target Fund represents and warrants to, and agrees with, the
Acquiring Fund that:

       (a) The Target Fund is a corporation duly organized, validly existing
and in good standing in conformity with the laws of the State of Maryland, and
has the power to own all of its assets and to carry out this Agreement. The
Target Fund has all necessary federal, state and local authorizations to carry
on its business as it is now being conducted and to carry out this Agreement.

       (b) The Target Fund is duly registered under the 1940 Act as a
non-diversified, closed-end management investment company, and such
registration has not been revoked or rescinded and is in full force and effect.

       (c) The Target Fund has full power and authority to enter into and
perform its obligations under this Agreement subject, in the case of
consummation of the Reorganization to the approval and adoption of this
Agreement by the Target Fund Shareholders as described in Sections 8(a) hereof.
The execution, delivery and performance of this Agreement have been duly
authorized by all necessary action of the Target Fund's Board of Directors and
this Agreement constitutes a valid and binding contract of the Target Fund
enforceable against the Target Fund in accordance with its terms, subject to
the effects of bankruptcy, insolvency, moratorium, fraudulent conveyance and
similar laws relating to or affecting creditors' rights generally and court
decisions with respect thereto.

       (d) The Target Fund has provided or made available (including by
electronic format) to the Acquiring Fund the most recent audited annual
financial statements of the Target Fund which have been prepared in accordance
with US GAAP consistently applied and have been audited by Deloitte & Touche
LLP, and such statements fairly present the financial condition and the results
of operations of the Target Fund as of the respective dates indicated and the
results of operations and changes in net assets for the periods indicated, and
there are no liabilities of the Target Fund whether actual or contingent and
whether or not determined or determinable as of such date that are required to
be disclosed but are not disclosed in such statements.

       (e) An unaudited statement of assets, capital and liabilities of the
Target Fund and an unaudited schedule of investments of the Target Fund, each
as of the Valuation Time (together, the "Target Fund Closing Financial
                                         -----------------------------
Statements"), will be provided or made available (including by electronic
----------
format) to the Acquiring Fund at or prior to the Closing Date, for the purpose
of determining the number of Acquiring Fund Shares to be issued to the Target
Fund Shareholders pursuant to Section 3 of this Agreement; the Target Fund
Closing Financial Statements will fairly present the financial position of the
Target Fund as of the Valuation Time in conformity with US GAAP consistently
applied.

       (f) There are no material legal, administrative or other proceedings
pending or, to the knowledge of the Target Fund, threatened against it which
assert liability on the part of the Target Fund or which materially affect its
financial condition or its ability to consummate the Reorganization. The Target
Fund is not charged with or, to the best of its knowledge, threatened

                                      6

<PAGE>

with any violation or investigation of any possible violation of any provisions
of any federal, state or local law or regulation or administrative ruling
relating to any aspect of its business.

       (g) There are no material contracts outstanding to which the Target Fund
is a party that have not been disclosed in the N-14 Registration Statement or
will not otherwise be disclosed to the Acquiring Fund prior to the Valuation
Time.

       (h) The Target Fund is not obligated under any provision of its charter
or by-laws, each as amended to the date hereof, or a party to any contract or
other commitment or obligation, and is not subject to any order or decree,
which would be violated by its execution of or performance under this
Agreement, except insofar as the Funds have mutually agreed to amend such
contract or other commitment or obligation to cure any potential violation as a
condition precedent to the Reorganization.

       (i) The Target Fund has no known liabilities of a material amount,
contingent or otherwise, other than those shown on the Target Fund's
Semi-Annual Report for the six months ended January 31, 2015, those incurred
since the date thereof in the ordinary course of its business as an investment
company and those incurred in connection with the Reorganization. As of the
Valuation Time, the Target Fund will advise the Acquiring Fund of all known
liabilities, contingent or otherwise, whether or not incurred in the ordinary
course of business, existing or accrued as of such time, except to the extent
disclosed in the Target Fund Closing Financial Statements or to the extent
already known by the Acquiring Fund.

       (j) At both the Valuation Time and the Closing Date, the Target Fund
will have full right, power and authority to sell, assign, transfer and deliver
the Target Fund Investments. As used in this Agreement, the term "Target Fund
                                                                  -----------
Investments" shall mean (i) the investments of the Target Fund shown on the
-----------
schedule of its investments as of the Valuation Time furnished to the Acquiring
Fund; and (ii) all other assets owned by the Target Fund or liabilities
incurred as of the Valuation Time. At the Closing Date, subject only to the
obligation to deliver the Target Fund Investments as contemplated by this
Agreement, the Target Fund will have good and marketable title to all of the
Target Fund Investments, and the Acquiring Fund will acquire all of the Target
Fund Investments free and clear of any encumbrances, liens or security
interests and without any restrictions upon the transfer thereof (except those
imposed by the federal or state securities laws and those imperfections of
title or encumbrances as do not materially detract from the value or use of the
Target Fund Investments or materially affect title thereto).

       (k) No consent, approval, authorization or order of any court or
governmental authority is required for the consummation by the Target Fund of
the Reorganization, except such as may be required under the 1933 Act, the 1934
Act and the 1940 Act or state securities laws (which term as used herein shall
include the laws of the District of Columbia and Puerto Rico) or the rules of
the New York Stock Exchange, each of which will have been obtained on or prior
to the Closing Date.

       (l) The N-14 Registration Statement, on its effective date, at the time
of the Target Fund Shareholders meeting called to vote on this Agreement and on
the Closing Date, insofar as it relates to the Target Fund (i) complied or will
comply in all material respects with

                                      7

<PAGE>

the provisions of the 1933 Act, the 1934 Act and the 1940 Act and the rules and
regulations thereunder and (ii) did not or will not contain any untrue
statement of a material fact or omit to state any material fact required to be
stated therein or necessary to make the statements therein in light of the
circumstances under which they were made, not misleading; and the Joint Proxy
Statement/Prospectus included therein did not or will not contain any untrue
statement of a material fact or omit to state any material fact necessary to
make the statements therein, in the light of the circumstances under which they
were made, not misleading; provided, however, that the representations and
                           --------  -------
warranties in this subsection shall apply only to statements in or omissions
from the N-14 Registration Statement made in reliance upon and in conformity
with information furnished by the Target Fund for use in the N-14 Registration
Statement.

       (m) The Preferred Shares Proxy Statement for the holders of the Target
Fund VRDP Shares (as defined in section 2(o) herein) ("Target Fund VRDP
                                                       ----------------
Holders") with respect to the transactions contemplated herein, and any
-------
supplement or amendment thereto or to the documents included or incorporated by
reference therein, at the time of the shareholder meeting called to vote on
this Agreement and on the Closing Date, insofar as it relates to the Target
Fund, (i) complied or will comply in all material respects with the provisions
of the 1934 Act and the 1940 Act and the rules and regulations thereunder and
(ii) did not or will not contain any untrue statement of a material fact or
omit to state any material fact required to be stated therein or necessary to
make the statements therein in light of the circumstances under which they were
made, not misleading; and did not or will not contain any untrue statement of a
material fact or omit to state any material fact necessary to make the
statements therein, in the light of the circumstances under which they were
made, not misleading.

       (n) The Target Fund has filed, or intends to file, or has obtained
extensions to file, all federal, state and local tax returns which are required
to be filed by it, and has paid or has obtained extensions to pay, all federal,
state and local taxes shown on said returns to be due and owing and all
assessments received by it, up to and including the taxable year in which the
Closing Date occurs. All tax liabilities of the Target Fund have been
adequately provided for on its books, and no tax deficiency or liability of the
Target Fund has been asserted and no question with respect thereto has been
raised by the Internal Revenue Service or by any state or local tax authority
for taxes in excess of those already paid, up to and including the taxable year
in which the Closing Date occurs.

       (o) The Target Fund is authorized to issue 200,000,000 shares of common
stock, par value $0.10 per share (the "Target Fund Common Shares") and 873
                                       -------------------------
shares of preferred stock of Series W-7 Variable Rate Demand Preferred Shares,
par value $0.10 per share and liquidation preference $100,000 per share
("Target Fund VRDP Shares" and together with Target Fund Common Shares, the
  -----------------------
"Target Fund Shares"). Each outstanding Target Fund Share is fully paid and
 ------------------
nonassessable and has the voting rights provided by the Target Fund's charter
and applicable law.

       (p) All of the issued and outstanding Target Fund Shares were offered
for sale and sold in conformity with all applicable federal and state
securities laws.

                                      8

<PAGE>

       (q) The Target Fund will not sell or otherwise dispose of any of the
Acquiring Fund Common Shares to be received in the Reorganization, except in
distribution to Target Fund Shareholders as provided in Section 3 of this
Agreement.

       (r) The books and records of the Target Fund made available to the
Acquiring Fund and/or its counsel are substantially true and correct and
contain no material misstatements or omissions with respect to the operations
of the Target Fund.

       (s) The Target Fund has elected to qualify and has qualified as a RIC
within the meaning of Section 851 of the Code for each of its taxable years
since its inception, and the Target Fund has satisfied the distribution
requirements imposed by Section 852 of the Code to maintain RIC status for each
of its taxable years.

       3. THE REORGANIZATION.

       (a) Subject to receiving the requisite approvals of the Target Fund
Shareholders and the Acquiring Fund Shareholders, and to the other terms and
conditions contained herein, and in accordance with the applicable law, the
Target Fund agrees to convey, transfer and deliver to the Acquiring Fund and
the Acquiring Fund agrees to acquire from the Target Fund, on the Closing Date,
all of the Target Fund Investments (including interest accrued as of the
Valuation Time on debt instruments), and assume substantially all of the
liabilities of the Target Fund, in exchange for that number of Acquiring Fund
Shares provided in Section 4 of this Agreement. The existence of the Acquiring
Fund shall continue unaffected and unimpaired by the Reorganization and it
shall be governed by the laws of Maryland.

       (b) If the investment adviser determines that the portfolios of the
Target Fund and the Acquiring Fund, when aggregated, would contain investments
exceeding certain percentage limitations imposed upon the Acquiring Fund with
respect to such investments or that the disposition of certain assets is
necessary to ensure that the resulting portfolio will meet the Acquiring Fund's
investment objective, policies and restrictions, as set forth in the Joint
Proxy Statement/Prospectus, a copy of which has been delivered (including by
electronic format) to the Target Fund, the Target Fund, if requested by the
Acquiring Fund, will dispose of a sufficient amount of such investments as may
be necessary to avoid violating such limitations as of the Closing Date.
Notwithstanding the foregoing, nothing herein will require the Target Fund to
dispose of any portion of its assets if, in the reasonable judgment of the
Target Fund's Board of Directors or investment adviser, such disposition would
create more than an insignificant risk that the Reorganization would not be
treated as a "reorganization" described in Section 368(a) of the Code or would
otherwise not be in the best interests of the Target Fund.

       (c) Prior to the Closing Date, the Target Fund shall declare a dividend
or dividends which, together with all such previous dividends, shall have the
effect of distributing to its shareholders (i) all of its investment company
taxable income to and including the Closing Date, if any (computed without
regard to any deduction for dividends paid), (ii) all of its net capital gain,
if any, recognized to and including the Closing Date and (iii) the excess of
its interest income excludable from gross income under Section 103(a) of the
Code, if any, over its deductions disallowed under Sections 265 and 171(a)(2)
of the Code for the period to and including the Closing Date. The Acquiring
Fund may pay amounts in respect of such

                                      9

<PAGE>

distributions ("UNII Distributions") on behalf of the Target Fund to the Target
                ------------------
Fund Shareholders entitled to receive such UNII Distributions after the Closing
Date as an agent out of cash or other short-term liquid assets maturing prior
to the payment date of the UNII Distributions acquired from the Target Fund in
the Reorganization, segregated for this purpose and maintained in an amount at
least equal to the remaining payment obligations in respect of the UNII
Distributions.

       (d) Pursuant to this Agreement, as soon as practicable, and in no event
more than 48 hours, exclusive of Sundays and holidays, after the Closing Date,
the Target Fund will distribute all Acquiring Fund Shares received by it to its
shareholders in exchange for their Target Fund Shares. Such distributions shall
be accomplished by the opening of shareholder accounts on the share ledger
records of the Acquiring Fund in the names of and in the amounts due to the
Target Fund Shareholders based on their respective holdings in the Target Fund
as of the Valuation Time.

       (e) The Valuation Time shall be at the close of business of the New York
Stock Exchange on the business day immediately preceding the Closing Date, or
such earlier or later day and time as may be mutually agreed upon in writing by
the Funds (the "Valuation Time").
                --------------

       (f) The Target Fund will pay or cause to be paid to the Acquiring Fund
any interest the Target Fund receives on or after the Closing Date with respect
to any of the Target Fund Investments transferred to the Acquiring Fund
hereunder.

       (g) Recourse for liabilities assumed from the Target Fund by the
Acquiring Fund in the Reorganization will be limited to the net assets acquired
by the Acquiring Fund. The known liabilities of the Target Fund, as of the
Valuation Time, shall be confirmed to the Acquiring Fund pursuant to
Section 2(i) of this Agreement.

       (h) The Target Fund will be terminated as soon as practicable following
the Closing Date by terminating its registration under the 1940 Act and
dissolving under Maryland law and will withdraw its authority to do business in
any state where it is registered.

       (i) For U.S. federal income tax purposes, the parties to this Agreement
intend that (i) the Reorganization qualify as a reorganization within the
meaning of Section 368(a) of the Code, (ii) this Agreement constitutes a plan
of reorganization within the meaning of U.S. Treasury Regulations
Section 1.368-2(g), and (iii) the parties to this Agreement will each be a
party to such reorganization within the meaning of Section 368(b) of the Code.

       4. ISSUANCE AND VALUATION OF ACQUIRING FUND SHARES IN THE REORGANIZATION.

       (a) A number of Acquiring Fund Common Shares with an aggregate net asset
value equal to the value of the assets of the Target Fund acquired in the
Reorganization determined as hereinafter provided, reduced by the amount of
liabilities of the Target Fund assumed by the Acquiring Fund in the
Reorganization, shall be issued by the Acquiring Fund to the Target Fund in
exchange for such assets of the Target Fund, which shall be determined as set
forth below. The value of each Fund's net assets shall be calculated net of the
liquidation

                                      10

<PAGE>

preference (including accumulated and unpaid dividends) of all outstanding
preferred shares of such Fund.

       (b) A number of Acquiring Fund VRDP Shares equal to the number of Target
Fund VRDP Shares outstanding immediately prior to the Closing Date, with the
terms described in the Preferred Shares Proxy Statement, shall be issued by the
Acquiring Fund to the Target Fund. No fractional Acquiring Fund VRDP Shares
will be issued. Each Acquiring Fund VRDP Share issued to the Target Fund in
exchange for a Target Fund VRDP Share will have a liquidation preference of
$100,000 plus any accumulated and unpaid dividends that have accrued on such
Target Fund VRDP Share up to and including the day immediately preceding the
Closing Date. The Target Fund may pay any such accumulated and unpaid dividends
prior to the Closing Date.

       (c) The net asset value of the Acquiring Fund and the Target Fund, the
values of their assets, the amounts of their liabilities, and the liquidation
preference (including accumulated and unpaid dividends) of the Target Fund VRDP
Shares and the Acquiring Fund VRDP Shares shall be determined as of the
Valuation Time in accordance with the regular procedures of the investment
adviser, and no formula will be used to adjust the net asset value or
liquidation preference so determined of any Fund to take into account
differences in realized and unrealized gains and losses.

       Such valuation and determination shall be made by the Acquiring Fund in
cooperation with the Target Fund and shall be confirmed in writing by the
Acquiring Fund to the Target Fund. The net asset value per share of the
Acquiring Fund Common Shares and the liquidation preference (including
accumulated and unpaid dividends) per share of the Acquiring Fund VRDP Shares
shall be determined in accordance with such procedures and the Acquiring Fund
shall certify the computations involved.

       For purposes of determining the net asset value per share of Target Fund
Common Shares and the Acquiring Fund Common Shares, the value of the securities
held by the applicable Fund plus any cash or other assets (including interest
accrued but not yet received) minus all liabilities (including accrued
expenses) and the aggregate liquidation value of the outstanding Target Fund
VRDP Shares or Acquiring Fund VRDP Shares, as the case may be, shall be divided
by the total number of Target Fund Common Shares or Acquiring Fund Common
Shares, as the case may be, outstanding at such time.

       (d) The Acquiring Fund shall issue to the Target Fund certificates,
share deposit receipts or book entry interests for the Acquiring Fund Common
Shares registered in the name of the Target Fund. The Target Fund shall then
distribute the Acquiring Fund Common Shares to the holders of Target Fund
Common Shares by redelivering the certificates, share deposit receipts or book
entry interests evidencing ownership of the Acquiring Fund Common Shares to the
transfer agent and registrar for the Acquiring Fund Common Shares, for
distribution to the holders of Target Fund Common Shares on the basis of such
holder's proportionate interest in the aggregate net asset value of the Target
Fund Common Shares. With respect to any Target Fund Shareholders holding
certificates evidencing ownership of Target Fund Common Shares as of the
Closing Date, and subject to the Acquiring Fund being informed thereof in
writing by the Target Fund, the Acquiring Fund will not permit such Target Fund

                                      11

<PAGE>

Shareholder to receive new book entry interests of the Acquiring Fund Common
Shares, until notified by the Target Fund or its agent that such shareholder
has surrendered his or her outstanding certificates evidencing ownership of
Target Fund Common Shares or, in the event of lost certificates, posted
adequate bond. The Target Fund, at its own expense, will request its Target
Fund Shareholders to surrender their outstanding certificates evidencing
ownership of Target Fund Common Shares or post adequate bond therefor.

       (e) The Acquiring Fund shall issue to the Target Fund VRDP Holders book
entry interests for the Acquiring Fund VRDP Shares registered in the name of
such holders on the basis of each holder's proportionate holdings of the Target
Fund VRDP Shares. In connection with such issuance, the Acquiring Fund shall
amend the Acquiring Fund VRDP Shares' Articles Supplementary Establishing and
Fixing the Rights and Preferences of Variable Rate Demand Preferred Shares (the
"Articles Supplementary"), Notice of Special Rate Period and share
 ----------------------
certificates representing such VRDP Shares, in each case as of the effective
date of the Reorganization, to reflect the authorization and issuance of
additional Acquiring Fund VRDP Shares in connection with the Reorganization.

       (f) No fractional shares of Acquiring Fund Common Shares will be issued
to holders of Target Fund Common Shares unless such shares are held in a
Dividend Reinvestment Plan account. In lieu thereof, the Acquiring Fund's
transfer agent will aggregate all fractional Acquiring Fund Common Shares to be
issued in connection with the Reorganization (other than those issued to a
Dividend Reinvestment Plan account) and sell the resulting full shares on the
New York Stock Exchange at the current market price for Acquiring Fund Common
Shares for the account of all holders of such fractional interests, and each
such holder will receive such holder's PRO RATA share of the proceeds of such
sale upon surrender of such holder's certificates representing Acquiring Fund
Common Shares.

       5. PAYMENT OF EXPENSES.

       (a) The Target Fund and the Acquiring Fund will bear expenses incurred
in connection with the Reorganization, including but not limited to, costs
related to the preparation and distribution of materials distributed to each
Fund's Board of Directors, expenses incurred in connection with the preparation
of this Agreement, the preparation and filing of any documents required by such
Fund's state of organization, the preparation and filing of the N-14
Registration Statement and the Preferred Shares Proxy Statement with the U.S.
Securities and Exchange Commission ("SEC"), the printing and distribution
                                     ---
of the Joint Proxy Statement/Prospectus, the Preferred Shares Proxy Statement
and any other materials required to be distributed to shareholders, the SEC,
state securities commission and secretary of state filing fees and legal and
audit fees in connection with the Reorganization, fees incurred in obtaining
the requisite consents of rating agencies, counterparties or service providers
to the VRDP Shares, legal fees incurred in connection with amending the
transaction documents for the VRDP Shares, which may include the legal fees of
counterparties and service providers to the extent applicable, legal fees
incurred preparing each Fund's board materials, attending each Fund's board
meetings and preparing the minutes, rating agency fees associated with the
ratings of the VRDP Shares in connection with the Reorganization, audit fees
associated with each Fund's financial statements, stock exchange fees, transfer
agency fees, rating agency fees, portfolio transfer taxes (if any) and any
similar expenses incurred in connection with the Reorganization, which will be
borne directly by the

                                      12

<PAGE>

respective Fund incurring the expense or allocated among the Funds based upon
any reasonable methodology approved by the Boards of Directors of the Funds,
provided, that the Acquiring Fund's investment adviser may bear all or a
portion of the reorganization expenses of each Fund. Neither the Funds nor the
investment adviser will pay any expenses of shareholders arising out of or in
connection with the Reorganization.

       (b) If for any reason the Reorganization is not consummated, no party
shall be liable to any other party for any damages resulting therefrom,
including, without limitation, consequential damages, and each Fund shall be
responsible, on a proportionate total assets basis, for all expenses incurred
in connection with the Reorganization.

       6. COVENANTS OF THE FUNDS.

       (a) COVENANTS OF EACH FUND.

          (i) Each Fund covenants to operate its business as presently
   conducted between the date hereof and the Closing Date.

          (ii) Each of the Funds agrees that by the Closing Date all of its
   U.S. federal and other tax returns and reports required to be filed on or
   before such date shall have been filed and all taxes shown as due on said
   returns either have been paid or adequate liability reserves have been
   provided for the payment of such taxes.

          (iii) The intention of the parties is that the transaction
   contemplated by this Agreement will qualify as a "reorganization" within the
   meaning of Section 368(a) of the Code. Neither the Acquiring Fund nor the
   Target Fund shall take any action or cause any action to be taken
   (including, without limitation, the filing of any tax return) that is
   inconsistent with such treatment or results in the failure of the
   transaction to qualify as a reorganization within the meaning of
   Section 368(a) of the Code. At or prior to the Closing Date, the Acquiring
   Fund and the Target Fund will take such action, or cause such action to be
   taken, as is reasonably necessary to enable Skadden, Arps, Slate, Meagher &
   Flom LLP ("Skadden"), special counsel
              -------
   to the Funds, to render the tax opinion required herein (including, without
   limitation, each party's execution of representations reasonably requested
   by and addressed to Skadden).

          (iv) In connection with this covenant, the Funds agree to cooperate
   with each other in filing any tax return, amended return or claim for
   refund, determining a liability for taxes or a right to a refund of taxes or
   participating in or conducting any audit or other proceeding in respect of
   taxes. The Acquiring Fund agrees to retain for a period of ten (10) years
   following the Closing Date all returns, schedules and work papers and all
   material records or other documents relating to tax matters of the Target
   Fund for each of such Fund's taxable periods ending on or before the Closing
   Date.

          (v) The Acquiring Fund VRDP Shares to be transferred to the Target
   Fund for distribution to Target Fund VRDP Holders on the Closing Date shall
   only be distributed to Target Fund VRDP Holders in accordance with an
   available exemption from registration under the 1933 Act, in a manner not
   involving any public offering within the meaning of Section 4(2) of the 1933
   Act.

                                      13

<PAGE>

          (vi) Each Fund shall use reasonable efforts to obtain all requisite
   consents and approvals necessary to consummate the Reorganization.

       (b) COVENANTS OF THE ACQUIRING FUND.

          (i) The Acquiring Fund will file the N-14 Registration Statement and
   the Preferred Shares Proxy Statement with the SEC and will use its best
   efforts to provide that the N-14 Registration Statement becomes effective as
   promptly as practicable. Each Fund agrees to cooperate fully with the other,
   and each will furnish to the other the information relating to itself to be
   set forth in the N-14 Registration Statement and the Preferred Shares Proxy
   Statement as required by the 1933 Act, the 1934 Act and the 1940 Act, and
   the rules and regulations thereunder and the state securities laws.

          (ii) The Acquiring Fund has no plan or intention to sell or otherwise
   dispose of the Target Fund Investments, except for dispositions made in the
   ordinary course of business.

          (iii) Following the consummation of the Reorganization, the Acquiring
   Fund will continue its business as a non-diversified, closed-end management
   investment company registered under the 1940 Act.

          (iv) The Acquiring Fund shall use reasonable efforts to cause the
   Acquiring Fund Common Shares to be issued in the Reorganization to be
   approved for listing on the New York Stock Exchange prior to the Closing
   Date.

          (v) The Acquiring Fund agrees to mail to its shareholders of record
   entitled to vote at the special meeting of shareholders at which action is
   to be considered regarding this Agreement, in sufficient time to comply with
   requirements as to notice thereof, the Joint Proxy Statement/Prospectus (but
   only to the Acquiring Fund Common Shareholders) and the Preferred Shares
   Proxy Statement (but only to the Acquiring Fund VRDP Holders), each of which
   complies in all material respects with the applicable provisions of
   Section 14(a) of the 1934 Act and Section 20(a) of the 1940 Act, and the
   rules and regulations, respectively, thereunder.

          (vi) The Acquiring Fund shall use reasonable efforts to cause the
   Acquiring Fund VRDP Shares to be issued in connection with the
   Reorganization to be rated no lower than the rating assigned to the
   Acquiring Fund VRDP Shares immediately prior to the Closing Date by the
   rating agencies then rating the Acquiring Fund VRDP Shares.

          (vii) The Acquiring Fund shall use reasonable efforts to amend the
   following documents to reflect the authorization and issuance of additional
   Acquiring Fund VRDP Shares in connection with the Reorganization: (1) the
   Articles Supplementary; (2) the Notice of Special Rate Period for the
   Acquiring Fund VRDP Shares; (3) share certificates representing Acquiring
   Fund VRDP Shares; (4) the VRDP Shares Fee Agreement for the Acquiring Fund
   VRDP Shares; (5) the VRDP Shares Purchase Agreement for the Acquiring Fund
   VRDP Shares; (6) the VRDP Shares Remarketing Agreement for the Acquiring
   Fund VRDP Shares; (7) the VRDP Shares

                                      14

<PAGE>

   Tender and Paying Agent Agreement for the Acquiring Fund VRDP Shares; and
   (8) such other agreements, instruments or documents relating to the
   Acquiring Fund VRDP Shares, in each case by the effective date of the
   Reorganization and only to the extent necessary or applicable to such
   agreement, instrument or document.

       (c) COVENANTS OF THE TARGET FUND.

          (i) The Target Fund agrees that following the consummation of the
   Reorganization, it will dissolve in accordance with the laws of the State of
   Maryland and any other applicable law, it will not make any distributions of
   any Acquiring Fund Common Shares other than to its shareholders and without
   first paying or adequately providing for the payment of all of its
   respective liabilities not assumed by the Acquiring Fund, if any, and on and
   after the Closing Date it shall not conduct any business except in
   connection with its termination.

          (ii) The Target Fund undertakes that if the Reorganization is
   consummated, it will file an application pursuant to Section 8(f) of the
   1940 Act for an order declaring that the Target Fund has ceased to be a
   registered investment company.

          (iii) The Target Fund agrees to mail to its shareholders of record
   entitled to vote at the special meeting of shareholders at which action is
   to be considered regarding this Agreement, in sufficient time to comply with
   requirements as to notice thereof, the Joint Proxy Statement/Prospectus (but
   only to Target Fund Common Shareholders) and the Preferred Shares Proxy
   Statement (but only to Target Fund VRDP Holders), each of which complies in
   all material respects with the applicable provisions of Section 14(a) of the
   1934 Act and Section 20(a) of the 1940 Act, and the rules and regulations,
   respectively, thereunder.

          (iv) After the Closing Date, the Target Fund shall prepare, or cause
   its agents to prepare, any U.S. federal, state or local tax returns required
   to be filed by such Target Fund with respect to its final taxable year
   ending with its complete liquidation and dissolution and for any prior
   periods or taxable years and further shall cause such tax returns to be duly
   filed with the appropriate taxing authorities. Notwithstanding the
   aforementioned provisions of this subsection, any expenses incurred by the
   Target Fund (other than for payment of taxes) in connection with the
   preparation and filing of said tax returns after the Closing Date shall be
   borne by such Target Fund to the extent such expenses have been accrued by
   such Target Fund in the ordinary course without regard to the
   Reorganization; any excess expenses shall be paid from a liability reserve
   established to provide for the payment of such expenses.

          (v) Upon the request of the Acquiring Fund, the Target Fund shall use
   reasonable efforts to perform the following actions by the effective date of
   the Reorganization or such later time as may be agreed to by the Acquiring
   Fund: (a) terminate the VRDP Shares Fee Agreement, VRDP Shares Purchase
   Agreement, the VRDP Shares Remarketing Agreement and the Tender and Paying
   Agent Agreement and such other agreements, instruments or documents related
   to the Target Fund VRDP Shares, (b) withdraw the ratings assigned to Target
   Fund VRDP Shares, (c) cancel the

                                      15

<PAGE>

   share certificates representing Target Fund VRDP Shares, and (d) withdraw or
   deregister the Target Fund VRDP Shares from The Depository Trust Company.

       7. CLOSING DATE.

       (a) The closing of the Reorganization (the "Closing") shall occur prior
                                                   -------
to the opening of the NYSE at the offices of Skadden, Four Times Square, New
York, New York 10036, or at such other time or location as may be mutually
agreed to by the Funds, on the next full business day following the Valuation
Time to occur after the satisfaction or waiver of all of the conditions set
forth in Sections 8 and 9 of this Agreement (other than the conditions that
relate to actions to be taken, or documents to be delivered at the Closing, it
being understood that the occurrence of the Closing shall remain subject to the
satisfaction or waiver of such conditions at Closing), or at such other time
and date as may be mutually agreed to by the Funds (such date, the
"Closing Date").
 ------------

       (b) On the Closing Date, the Target Fund shall deliver its assets that
are to be transferred, together with any other Target Fund Investments, to the
Acquiring Fund, and the Acquiring Fund shall issue the Acquiring Fund Shares as
provided in this Agreement. To the extent that any Target Fund Investments, for
any reason, are not transferable on the Closing Date, the Target Fund shall
cause such Target Fund Investments to be transferred to the Acquiring Fund's
account with its custodian at the earliest practicable date thereafter.

       (c) The Target Fund will deliver to the Acquiring Fund on the Closing
Date confirmation or other adequate evidence as to the tax basis of the Target
Fund Investments delivered to the Acquiring Fund hereunder.

       (d) As soon as practicable after the close of business on the Closing
Date, the Target Fund shall deliver or make available to (including by
electronic format) the Acquiring Fund a list of the names and addresses of all
of the Target Fund Shareholders of record on the Closing Date and the number of
Target Fund Common Shares owned by each such Target Fund Shareholder, certified
to the best of its knowledge and belief by the transfer agent for the Target
Fund Shares or by the Target Fund's Chief Executive Officer, President, any
Vice President, Chief Financial Officer, Treasurer or any Assistant Treasurer,
or Secretary or any Assistant Secretary.

       8. CONDITIONS OF THE TARGET FUND.

       The obligations of the Target Fund hereunder shall be subject to the
following conditions:

       (a) That this Agreement shall have been approved by the Board of
Directors of the Target Fund and by the affirmative vote of the Target Fund
Common Shareholders and the Target Fund VRDP Holders, voting as a single class,
representing a majority of the outstanding shares entitled to vote on this
Agreement, and by the affirmative vote of the Target Fund VRDP Holders, voting
as a separate class, of either (i) 67% or more of the Target Fund VRDP Shares
present at the Target Fund's shareholder meeting where this Agreement shall be
approved, if the holders of more than 50% of the outstanding Target Fund VRDP
Shares were present or

                                      16

<PAGE>

represented by proxy or (ii) more than 50% of the outstanding Target Fund VRDP
Shares, whichever is less.

       (b) That the Acquiring Fund shall have delivered (including in
electronic format) to the Target Fund (i) a copy of the resolutions approving
this Agreement and the issuance of additional Acquiring Fund Shares in
connection with the Reorganization adopted by the Board of Directors of the
Acquiring Fund, (ii) a certificate setting forth the vote of the Acquiring Fund
VRDP Holders, voting as a separate class, approving this Agreement and the
issuance of additional Acquiring Fund VRDP Shares in connection with the
Reorganization, and the vote of the Acquiring Fund Common Shareholders and the
Acquiring Fund VRDP Holders, voting as a single class, approving the issuance
of additional Acquiring Fund Common Shares in connection with the
Reorganization, and (iii) a certificate certifying that the Acquiring Fund has
received all requisite consents and approvals necessary to consummate the
Reorganization, each certified by the Acquiring Fund's Secretary.

       (c) That the Acquiring Fund shall have provided or made available
(including by electronic format) to the Target Fund the Acquiring Fund Closing
Financial Statements, together with a schedule of the Acquiring Fund's
investments, all as of the Valuation Time, certified on the Acquiring Fund's
behalf by its Chief Executive Officer, President, any Vice President, Chief
Financial Officer, Treasurer or any Assistant Treasurer, and a certificate
signed by the Acquiring Fund's Chief Executive Officer, President, any Vice
President, Chief Financial Officer, Treasurer or any Assistant Treasurer, dated
as of the Closing Date, certifying that as of the Valuation Time and as of the
Closing Date there has been no material adverse change in the financial
position of the Acquiring Fund since the date of the Acquiring Fund's most
recent Annual or Semi-Annual Report, as applicable, other than changes in its
portfolio securities since that date or changes in the market value of its
portfolio securities.

       (d) That the Acquiring Fund shall have furnished to the Target Fund a
certificate signed by the Acquiring Fund's Chief Executive Officer, President,
any Vice President, Chief Financial Officer, Treasurer or any Assistant
Treasurer, dated as of the Closing Date, certifying that, as of the Valuation
Time and as of the Closing Date, all representations and warranties of the
Acquiring Fund made in this Agreement are true and correct in all material
respects with the same effect as if made at and as of such dates, and that the
Acquiring Fund has complied with all of the agreements and satisfied all of the
conditions on its part to be performed or satisfied at or prior to each of such
dates.

       (e) That there shall not be any material litigation pending with respect
to the matters contemplated by this Agreement.

       (f) That the Target Fund shall have received the opinion of counsel(s)
to the Acquiring Fund, dated as of the Closing Date, addressed to the Target
Fund, that substantively provides the following:

          (i) the Acquiring Fund is validly existing as a corporation and in
   good standing under the laws of the State of Maryland;

                                      17

<PAGE>

          (ii) the Acquiring Fund is registered with the SEC as a closed-end
   management investment company under the 1940 Act;

          (iii) the Acquiring Fund has the power and authority to execute,
   deliver and perform all of its obligations under this Agreement; the
   execution and delivery of and the consummation by the Acquiring Fund of the
   transactions contemplated under this Agreement have been duly authorized by
   all requisite action of the Acquiring Fund; and this Agreement has been duly
   executed by the Acquiring Fund;

          (iv) the execution, delivery and performance of this Agreement by the
   Acquiring Fund do not and will not conflict with, or result in any breach of
   or constitute a default under, any provision of the Acquiring Fund's charter
   and bylaws or any Maryland statute applicable to the Acquiring Fund;

          (v) no approval of any governmental authority of the State of
   Maryland having jurisdiction over the Acquiring Fund is required in
   connection with the execution and delivery of this Agreement by the
   Acquiring Fund or the performance by the Acquiring Fund of its obligations
   thereunder;

          (vi) this Agreement constitutes the valid and binding obligation of
   the Acquiring Fund, enforceable against the Acquiring Fund in accordance
   with its terms under the laws of the State of New York;

          (vii) neither the execution and delivery by the Acquiring Fund of
   this Agreement nor the performance by the Acquiring Fund of its obligations
   under this Agreement: (i) constitutes a material violation of, or a default
   under, any material contract, agreement, instrument or other document
   pertaining to, or material to the business or financial condition of, the
   Acquiring Fund; (ii) contravenes any material judgment, order or decree of
   courts or other governmental authorities or arbitrators that are material to
   the business or financial condition of the Acquiring Fund; or (iii) violates
   the 1940 Act or any law, rule or regulation of the State of New York or the
   State of Maryland;

          (viii) neither the execution and delivery by the Acquiring Fund of
   this Agreement nor the performance by the Acquiring Fund of its obligations
   under this Agreement requires the consent, approval, licensing or
   authorization of, or any filing, recording or registration with, any
   governmental authority under the 1940 Act or any law, rule or regulation of
   the State of New York or the State of Maryland, except for those consents,
   approvals, licenses and authorizations already obtained and those filings,
   recordings and registrations already made; and

          (ix) the issuance of the Acquiring Fund Shares to be issued in the
   manner contemplated by the N-14 Registration Statement and as contemplated
   by this Agreement has been duly authorized and, when issued in accordance
   with the Agreement at the effective time, the Acquiring Fund Shares will be
   validly issued, fully paid and non-assessable.

                                      18

<PAGE>

       (g) That the Target Fund shall have obtained an opinion from counsel for
the Acquiring Fund, dated as of the Closing Date, addressed to the Target Fund,
that the consummation of the transactions set forth in this Agreement complies
with the requirements of a reorganization as described in Section 368(a) of the
Code.

       (h) That all proceedings taken by the Acquiring Fund and its counsel in
connection with the Reorganization and all documents incidental thereto shall
be satisfactory in form and substance to the Target Fund.

       (i) That the N-14 Registration Statement shall have become effective
under the 1933 Act, and no stop order suspending such effectiveness shall have
been instituted or, to the knowledge of the Acquiring Fund, be contemplated by
the SEC.

       (j) That the liquidity provider for the Target Fund VRDP Shares shall
have consented to this Agreement.

       9. CONDITIONS OF THE ACQUIRING FUND.

       The obligations of the Acquiring Fund hereunder shall be subject to the
following conditions:

       (a) That this Agreement and the issuance of additional Acquiring Fund
VRDP Shares in connection with the Reorganization shall have been approved by
the Board of Directors of the Acquiring Fund and by the affirmative vote of the
Acquiring Fund VRDP Holders, voting as a separate class, of a majority of the
outstanding Acquiring Fund VRDP Shares.

       (b) That the issuance of additional Acquiring Fund Common Shares in
connection with the Reorganization shall have been approved by the Board of
Directors of the Acquiring Fund and by the affirmative vote of the Acquiring
Fund Common Shareholders and the Acquiring Fund VRDP Holders, voting as a
single class, of a majority of the votes cast at the Acquiring Fund's
shareholder meeting where such issuance of additional Acquiring Fund Common
Shares shall be approved.

       (c) The Target Fund shall have delivered (including in electronic
format) to the Acquiring Fund (i) a copy of the resolutions approving this
Agreement adopted by the Board of Directors of the Target Fund, (ii) a
certificate setting forth the vote of the Target Fund Common Shareholders and
the Target Fund VRDP Holders, voting as a single class, approving this
Agreement, and the vote of the Target Fund VRDP Holders, voting as a separate
class, approving this Agreement, and (iii) a certificate certifying that the
Target Fund has received all requisite consents and approvals necessary to
consummate the Reorganization, each certified by the Target Fund's Secretary.

       (d) That the Target Fund shall have provided or made available
(including by electronic format) to the Acquiring Fund the Target Fund Closing
Financial Statements, together with a schedule of the Target Fund's investments
with their respective dates of acquisition and tax costs, all as of the
Valuation Time, certified on the Target Fund's behalf by its Chief Executive
Officer, President, any Vice President, Chief Financial Officer, Treasurer or
any Assistant Treasurer, and a certificate signed by Target Fund's Chief
Executive Officer, President, any Vice President, Chief Financial Officer,
Treasurer or any

                                      19

<PAGE>

Assistant Treasurer, dated as of the Closing Date, certifying that as of the
Valuation Time and as of the Closing Date there has been no material adverse
change in the financial position of the Target Fund since the date of the
Target Fund's most recent Annual Report or Semi-Annual Report, as applicable,
other than changes in the Target Fund Investments since that date or changes in
the market value of the Target Fund Investments.

       (e) That the Target Fund shall have furnished to the Acquiring Fund a
certificate signed by the Target Fund's Chief Executive Officer, President, any
Vice President, Chief Financial Officer, Treasurer or any Assistant Treasurer,
dated as of the Closing Date, certifying that as of the Valuation Time and as
of the Closing Date all representations and warranties of the Target Fund made
in this Agreement are true and correct in all material respects with the same
effect as if made at and as of such dates and the Target Fund has complied with
all of the agreements and satisfied all of the conditions on its part to be
performed or satisfied at or prior to such dates.

       (f) That there shall not be any material litigation pending with respect
to the matters contemplated by this Agreement.

       (g) That the Acquiring Fund shall have received the opinion of
counsel(s) for the Target Fund, dated as of the Closing Date, addressed to the
Acquiring Fund, that substantively provides the following:

          (i) the Target Fund is validly existing as a corporation and in good
   standing under the laws of the State of Maryland;

          (ii) the Target Fund is registered with the SEC as a closed-end
   management investment company under the 1940 Act;

          (iii) the Target Fund has the power and authority to execute, deliver
   and perform all of its obligations under this Agreement; the execution and
   delivery of and the consummation by the Target Fund of the transactions
   contemplated under this Agreement have been duly authorized by all requisite
   action of the Target Fund; and this Agreement has been duly executed by the
   Target Fund.

          (iv) the execution, delivery and performance of this Agreement by the
   Target Fund do not and will not conflict with, or result in any breach of or
   constitute a default under, any provision of the Target Fund's charter and
   bylaws or any Maryland statute applicable to the Target Fund.

          (v) no approval of any governmental authority of the State of
   Maryland having jurisdiction over the Target Fund is required in connection
   with the execution and delivery of this Agreement by the Target Fund or the
   performance by the Target Fund of its obligations thereunder;

                                      20

<PAGE>

          (vi) this Agreement constitutes the valid and binding obligation of
   the Target Fund, enforceable against the Target Fund in accordance with its
   terms under the laws of the State of New York;

          (vii) neither the execution and delivery by the Target Fund of this
   Agreement nor the performance by the Target Fund of its obligations under
   this Agreement: (i) constitutes a material violation of, or a default under,
   any material contract, agreement, instrument or other document pertaining
   to, or material to the business or financial condition of, the Target Fund;
   (ii) contravenes any material judgment, order or decree of courts or other
   governmental authorities or arbitrators that are material to the business or
   financial condition of the Target Fund; or (iii) violates the 1940 Act or
   any law, rule or regulation of the State of New York or the State of
   Maryland; and

          (viii) neither the execution and delivery by the Target Fund of this
   Agreement nor the performance by the Target Fund of its obligations under
   this Agreement requires the consent, approval, licensing or authorization
   of, or any filing, recording or registration with, any governmental
   authority under the 1940 Act or any law, rule or regulation of the State of
   New York or the State of Maryland, except for those consents, approvals,
   licenses and authorizations already obtained and those filings, recordings
   and registrations already made.

       (h) That the Acquiring Fund shall have obtained an opinion from counsel
for the Target Fund, dated as of the Closing Date, addressed to the Acquiring
Fund, that the consummation of the transactions set forth in this Agreement
complies with the requirements of a reorganization as described in
Section 368(a) of the Code.

       (i) That all proceedings taken by the Target Fund and its counsel in
connection with the Reorganization and all documents incidental thereto shall
be satisfactory in form and substance to the Acquiring Fund.

       (j) That the N-14 Registration Statement shall have become effective
under the 1933 Act and no stop order suspending such effectiveness shall have
been instituted or, to the knowledge of the Target Fund, be contemplated by the
SEC.

       (k) That prior to the Closing Date, the Target Fund shall have declared
a dividend or dividends which, together with all such previous dividends, shall
have the effect of distributing to its shareholders (i) all of its investment
company taxable income to and including the Closing Date, if any (computed
without regard to any deduction for dividends paid), (ii) all of its net
capital gain, if any, recognized to and including the Closing Date and
(iii) the excess of its interest income excludable from gross income under
Section 103(a) of the Code, if any, over its deductions disallowed under
Sections 265 and 171(a)(2) of the Code for the period to and including the
Closing Date. The Acquiring Fund may pay amounts in respect of such UNII
Distributions on behalf of the Target Fund to the Target Fund Shareholders
entitled to receive such UNII Distributions after the Closing Date as an agent
out of cash or other short-term liquid assets maturing prior to the payment
date of the UNII Distributions acquired from the Target

                                      21

<PAGE>

Fund in the Reorganization, segregated for this purpose and maintained in an
amount at least equal to the remaining payment obligations in respect of the
UNII Distributions.

       (l) That the liquidity provider for the Acquiring Fund VRDP Shares shall
have consented to this Agreement and the issuance of additional Acquiring Fund
VRDP Shares in connection with the Reorganization.

       (m) That the liquidity provider, remarketing agent, tender and paying
agent and the rating agencies for the Acquiring Fund VRDP Shares shall have
consented to any amendments to the Articles Supplementary, the notice of
special rate period for the special rate period in effect for the Acquiring
Fund VRDP Shares as of the Closing Date, and the share certificate of the
Acquiring Fund VRDP Shares that are necessary to reflect the issuance of
additional Acquiring Fund VRDP Shares in connection with the Reorganization,
but only to the extent such consent is required under the Related Documents (as
defined in the Articles Supplementary).

       10. TERMINATION, POSTPONEMENT AND WAIVERS.

       (a) Notwithstanding anything contained in this Agreement to the
contrary, this Agreement may be terminated and the Reorganization abandoned at
any time (whether before or after adoption thereof by the shareholders of the
Target Fund and the Acquiring Fund) prior to the Closing Date, or the Closing
Date may be postponed, (i) by mutual consent of the Boards of Directors of the
Acquiring Fund and the Target Fund; (ii) by the Board of Directors of the
Target Fund if any condition of Target Fund's obligations set forth in
Section 8 of this Agreement has not been fulfilled or waived by such Board of
Directors; and (iii) by the Board of Directors of the Acquiring Fund if any
condition of the Acquiring Fund's obligations set forth in Section 9 of this
Agreement has not been fulfilled or waived by such Board of Directors.

       (b) If the transactions contemplated by this Agreement have not been
consummated by December 31, 2016, this Agreement automatically shall terminate
on that date, unless a later date is mutually agreed to by the Boards of
Directors of the Acquiring Fund and the Target Fund.

       (c) In the event of termination of this Agreement pursuant to the
provisions hereof, the same shall become void and have no further effect, and
there shall not be any liability on the part of any Fund or its respective
directors, trustees, officers, agents or shareholders in respect of this
Agreement other than with respect to Section 11 and payment by each Fund of its
respective expenses incurred in connection with the Reorganization.

       (d) At any time prior to the Closing Date, any of the terms or
conditions of this Agreement may be waived by the Board of Directors of the
Acquiring Fund or the Target Fund (whichever is entitled to the benefit
thereof), if, in the judgment of such Board of Directors after consultation
with its counsel, such action or waiver will not have a material adverse effect
on the benefits intended under this Agreement to the shareholders of their
respective Fund, on behalf of which such action is taken.

       (e) The respective representations and warranties contained in Sections
1 and 2 of this Agreement shall expire with, and be terminated by, the
consummation of the

                                      22

<PAGE>

Reorganization, and neither the Funds, nor any of their respective officers,
directors, trustees, agents or shareholders shall have any liability with
respect to such representations or warranties after the Closing Date. This
provision shall not protect any officer, director, trustee, agent or
shareholder of either of the Funds against any liability to the entity for
which that officer, director, trustee, agent or shareholder so acts or to its
shareholders, to which that officer, director, trustee, agent or shareholder
otherwise would be subject by reason of willful misfeasance, bad faith, gross
negligence, or reckless disregard of his or her duties in the conduct of such
office.

       (f) If any order or orders of the SEC with respect to this Agreement
shall be issued prior to the Closing Date and shall impose any terms or
conditions which are determined by action of the Board of Directors of the
Acquiring Fund and the Target Fund to be acceptable, such terms and conditions
shall be binding as if a part of this Agreement without further vote or
approval of the Target Fund Shareholders and the Acquiring Fund Shareholders
unless such terms and conditions shall result in a change in the method of
computing the number of Acquiring Fund Shares to be issued to the Target Fund
Shareholders, in which event, unless such terms and conditions shall have been
included in the proxy solicitation materials furnished to the Target Fund
Shareholders prior to the meeting at which the Reorganization shall have been
approved, this Agreement shall not be consummated and shall terminate unless
the Target Fund promptly shall call a special meeting of the Target Fund
Shareholders at which such conditions so imposed shall be submitted for
approval.

       11. INDEMNIFICATION.

       (a) Each party (an "Indemnitor") shall indemnify and hold the other and
                           ----------
its officers, directors, trustees, agents and persons controlled by or
controlling any of them (each an "Indemnified Party") harmless from and against
                                  -----------------
any and all losses, damages, liabilities, claims, demands, judgments,
settlements, deficiencies, taxes, assessments, charges, costs and expenses of
any nature whatsoever (including reasonable attorneys' fees) including amounts
paid in satisfaction of judgments, in compromise or as fines and penalties, and
counsel fees reasonably incurred by such Indemnified Party in connection with
the defense or disposition of any claim, action, suit or other proceeding,
whether civil or criminal, before any court or administrative or investigative
body in which such Indemnified Party may be or may have been involved as a
party or otherwise or with which such Indemnified Party may be or may have been
threatened (collectively, the "Losses") arising out of or related to any claim
                               ------
of a breach of any representation, warranty or covenant made herein by the
Indemnitor; provided, however, that no Indemnified Party shall be indemnified
            -------- --------
hereunder against any Losses arising directly from such Indemnified Party's
(i) willful misfeasance, (ii) bad faith, (iii) gross negligence or
(iv) reckless disregard of the duties involved in the conduct of such
Indemnified Party's position.

       (b) The Indemnified Party shall use its best efforts to minimize any
liabilities, damages, deficiencies, claims, judgments, assessments, costs and
expenses in respect of which indemnity may be sought hereunder. The Indemnified
Party shall give written notice to Indemnitor within the earlier of ten
(10) days of receipt of written notice to the Indemnified Party or thirty
(30) days from discovery by the Indemnified Party of any matters which may give
rise to a claim for indemnification or reimbursement under this Agreement. The
failure to give such notice shall not affect the right of the Indemnified Party
to indemnity hereunder unless such failure has materially and adversely
affected the rights of the Indemnitor. At any time after ten

                                      23

<PAGE>

(10) days from the giving of such notice, the Indemnified Party may, at its
option, resist, settle or otherwise compromise, or pay such claim unless it
shall have received notice from the Indemnitor that the Indemnitor intends, at
the Indemnitor's sole cost and expense, to assume the defense of any such
matter, in which case the Indemnified Party shall have the right, at no cost or
expense to the Indemnitor, to participate in such defense. If the Indemnitor
does not assume the defense of such matter, and in any event until the
Indemnitor states in writing that it will assume the defense, the Indemnitor
shall pay all costs of the Indemnified Party arising out of the defense until
the defense is assumed; provided, however, that the Indemnified Party shall
                        -------- --------
consult with the Indemnitor and obtain indemnitor's prior written consent to
any payment or settlement of any such claim. The Indemnitor shall keep the
Indemnified Party fully apprised at all times as to the status of the defense.
If the Indemnitor does not assume the defense, the Indemnified Party shall keep
the Indemnitor apprised at all times as to the status of the defense. Following
indemnification as provided for hereunder, the Indemnitor shall be subrogated
to all rights of the Indemnified Party with respect to all third parties, firms
or corporations relating to the matter for which indemnification has been made.

       12. OTHER MATTERS.

       (a) All covenants, agreements, representations and warranties made under
this Agreement and any certificates delivered pursuant to this Agreement shall
be deemed to have been material and relied upon by each of the parties,
notwithstanding any investigation made by them or on their behalf.

       (b) All notices hereunder shall be sufficiently given for all purposes
hereunder if in writing and delivered personally or sent by registered mail or
certified mail, postage prepaid. Notice to the Target Fund shall be addressed
to BlackRock MuniYield Michigan Quality Fund II, Inc. c/o BlackRock Advisors,
LLC, 40 East 52nd Street, New York, New York 10022, Attention: Janey Ahn,
Secretary of the Target Fund, or at such other address as the Target Fund may
designate by written notice to the Acquiring Fund. Notice to the Acquiring Fund
shall be addressed to BlackRock MuniYield Michigan Quality Fund, Inc. c/o
BlackRock Advisors, LLC, 40 East 52nd Street New York, New York 10022,
Attention: Janey Ahn, Secretary of the Acquiring Fund, or at such other address
and to the attention of such other person as the Acquiring Fund may designate
by written notice to the Target Fund. Any notice shall be deemed to have been
served or given as of the date such notice is delivered personally or mailed.

       (c) This Agreement supersedes all previous correspondence and oral
communications between the Funds regarding the Reorganization, constitutes the
only understanding with respect to the Reorganization, may not be changed
except by a letter of agreement signed by each Fund and shall be governed by
and construed in accordance with the laws of the State of New York applicable
to agreements made and to be performed in said state.

       (d) This Agreement may be amended or modified by the parties hereto
prior to the Closing Date, by action taken or authorized by their respective
Boards of Directors at any time before or after adoption of this Agreement and
approval of the Reorganization by the Target Fund Shareholders or the Acquiring
Fund Shareholders, but, after any such adoption and approval, no amendment or
modification shall be made which by law requires further approval

                                      24

<PAGE>

by such shareholders without such further approval. This Agreement may not be
amended or modified except by an instrument in writing signed on behalf of each
of the Funds.

       (e) This Agreement is not intended to confer upon any person other than
the parties hereto (or their respective successors and assigns) any rights,
remedies, obligations or liabilities hereunder. If any provision of this
Agreement shall be held or made invalid by statute rule, regulation, decision
of a tribunal or otherwise, the remainder of this Agreement shall not be
affected thereby and, to such extent, the provisions of this Agreement shall be
deemed severable provided that this Agreement shall be deemed modified to give
effect to the fullest extent permitted under applicable law to the intentions
of the party as reflected by this Agreement prior to the invalidity of such
provision.

       (f) It is expressly agreed that the obligations of the Funds hereunder
shall not be binding upon any of their respective directors, trustees,
shareholders, nominees, officers, agents, or employees personally, but shall
bind only the property of the respective Fund. The execution and delivery of
this Agreement has been authorized by the Boards of Directors of the Acquiring
Fund and the Target Fund and signed by an authorized officer of each of the
Acquiring Fund and the Target Fund, acting as such, and neither such
authorization by such Board of Directors nor such execution and delivery by
such officer shall be deemed to have been made by any of them individually or
to impose any liability on any of them personally, but shall bind only the
trust property of each Fund.

       (g) This Agreement may be executed in any number of counterparts, each
of which, when executed and delivered, shall be deemed to be an original but
all such counterparts together shall constitute but one instrument.

                 [Remainder of Page Intentionally Left Blank]

                                      25

<PAGE>

       IN WITNESS WHEREOF, the parties have hereunto caused this Agreement to
be executed and delivered by their duly authorized officers as of the day and
year first written above.

                                       BLACKROCK MUNIYIELD MICHIGAN QUALITY
                                       FUND, INC.

                                       By:  /s/ John M. Perlowski
                                            ------------------------------------
                                            Name:   John M. Perlowski
                                            Title:  President and Chief
                                                    Executive Officer

                                       BLACKROCK MUNIYIELD MICHIGAN QUALITY
                                       FUND II, INC.

                                       By:  /s/ John M. Perlowski
                                            ------------------------------------
                                            Name:   John M. Perlowski
                                            Title:  President and Chief
                                                    Executive Officer

                                      26
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.77Q1 OTHR EXHB
<SEQUENCE>5
<FILENAME>miy77q1e.txt
<TEXT>
<PAGE>

                BlackRock MuniYield Michigan Quality Fund, Inc.
                              File No. 811-07080
      Sub-Item No. 77Q1(e) (Investment Advisory Contracts) -- Attachment

Attached please find an exhibit to Sub-Item 77Q1(e) of Form N-SAR, a copy of
the Amended and Restated Investment Management Agreement between BlackRock
MuniYield Michigan Quality Fund, Inc. and BlackRock Advisors, LLC.

<PAGE>

Exhibit 77Q1(e)

                             AMENDED AND RESTATED
                        INVESTMENT MANAGEMENT AGREEMENT

   THIS AMENDED AND RESTATED INVESTMENT MANAGEMENT AGREEMENT, dated as of
September 14, 2015, between BlackRock MuniYield Michigan Quality Fund, Inc.
(the "Fund"), a Maryland corporation, and BlackRock Advisors, LLC (the
"Advisor"), a Delaware limited liability company.

   WHEREAS, the Advisor has agreed to furnish investment advisory services to
the Fund, a closed-end management investment company registered under the
Investment Company Act of 1940, as amended (the "1940 Act"); and

   WHEREAS, the Advisor and the Fund had entered into the Investment Management
Agreement, dated as of September 29, 2006 (the "Original Agreement");
                                                ------------------

   WHEREAS, the Advisor, in connection with the reorganization of the Fund with
BlackRock MuniYield Michigan Quality Fund II, Inc., effective as of
September 14, 2015, has agreed to reduce its Investment Advisory Fee with
respect to the Fund to an annual rate equal to 0.49% of the sum of the average
daily value of the Net Assets (as defined herein) of the Fund (the "New
                                                                    ---
Investment Advisory Fee");
-----------------------

   WHEREAS, the Advisor and the Fund now desire to amend and restate the
Original Agreement to reflect the New Investment Advisory Fee; and

   WHEREAS, this Agreement has been approved in accordance with the provisions
of the 1940 Act, and the Advisor is willing to furnish such services upon the
terms and conditions herein set forth;

   NOW, THEREFORE, in consideration of the mutual premises and covenants herein
contained and other good and valuable consideration, the receipt of which is
hereby acknowledged, it is agreed by and between the parties hereto as follows:

   1. In General. The Advisor agrees, all as more fully set forth herein, to
      ----------
act as investment advisor to the Fund with respect to the investment of the
Fund's assets and to supervise and arrange for the day to day operations of the
Fund and the purchase of securities for and the sale of securities held in the
investment portfolio of the Fund.

   2. Duties and Obligations of the Advisor with Respect to Investment of
      -------------------------------------------------------------------
Assets of the Fund. Subject to the succeeding provisions of this section and
------------------
subject to the direction and control of the Fund's Board of Directors, the
Advisor shall (i) act as investment advisor for and supervise and manage the
investment and reinvestment of the Fund's assets and in connection therewith
have complete discretion in purchasing and selling securities and other assets
for the Fund and in voting, exercising consents and exercising all other rights
appertaining to such securities and other assets on behalf of the Fund;
(ii) supervise continuously the investment program of the Fund and the
composition of its investment portfolio; (iii) arrange, subject to the

                                      2

<PAGE>

provisions of paragraph 4 hereof, for the purchase and sale of securities and
other assets held in the investment portfolio of the Fund; and (iv) provide
investment research to the Fund.

   3. Duties and Obligations of Advisor with Respect to the Administration of
      -----------------------------------------------------------------------
the Fund. The Advisor also agrees to furnish office facilities and equipment
--------
and clerical, bookkeeping and administrative services (other than such
services, if any, provided by the Fund's Custodian, Transfer Agent and Dividend
Disbursing Agent and other service providers) for the Fund. To the extent
requested by the Fund, the Advisor agrees to provide the following
administrative services:

       (a) Oversee the determination and publication of the Fund's net asset
value in accordance with the Fund's policy as adopted from time to time by the
Board of Directors;

       (b) Oversee the maintenance by the Fund's Custodian and Transfer Agent
and Dividend Disbursing Agent of certain books and records of the Fund as
required under Rule 31a1(b)(4) of the 1940 Act and maintain (or oversee
maintenance by such other persons as approved by the Board of Directors) such
other books and records required by law or for the proper operation of the Fund;

       (c) Oversee the preparation and filing of the Fund's federal, state and
local income tax returns and any other required tax returns;

       (d) Review the appropriateness of and arrange for payment of the Fund's
expenses;

       (e) Prepare for review and approval by officers of the Fund financial
information for the Fund's semiannual and annual reports, proxy statements and
other communications with shareholders required or otherwise to be sent to Fund
shareholders, and arrange for the printing and dissemination of such reports
and communications to shareholders;

       (f) Prepare for review by an officer of the Fund the Fund's periodic
financial reports required to be filed with the Securities and Exchange
Commission ("SEC") on Form NSAR, Form NCSR, Form NPX, Form NQ, and such other
reports, forms and filings, as may be mutually agreed upon;

       (g) Prepare such reports relating to the business and affairs of the
Fund as may be mutually agreed upon and not otherwise appropriately prepared by
the Fund's custodian, counsel or auditors;

       (h) Prepare such information and reports as may be required by any stock
exchange or exchanges on which the Fund's shares are listed;

       (i) Make such reports and recommendations to the Board of Directors
concerning the performance of the independent accountants as the Board of
Directors may reasonably request or deems appropriate;

                                      3

<PAGE>

       (j) Make such reports and recommendations to the Board of Directors
concerning the performance and fees of the Fund's Custodian and Transfer and
Dividend Disbursing Agent as the Board of Directors may reasonably request or
deems appropriate;

       (k) Oversee and review calculations of fees paid to the Fund's service
providers;

       (l) Oversee the Fund's portfolio and perform necessary calculations as
required under Section 18 of the 1940 Act;

       (m) Consult with the Fund's officers, independent accountants, legal
counsel, custodian, accounting agent and transfer and dividend disbursing agent
in establishing the accounting policies of the Fund and monitor financial and
shareholder accounting services;

       (n) Review implementation of any share purchase programs authorized by
the Board of Directors;

       (o) Determine the amounts available for distribution as dividends and
distributions to be paid by the Fund to its shareholders; prepare and arrange
for the printing of dividend notices to shareholders; and provide the Fund's
dividend disbursing agent and custodian with such information as is required
for such parties to effect the payment of dividends and distributions and to
implement the Fund's dividend reinvestment plan;

       (p) Prepare such information and reports as may be required by any banks
from which the Fund borrows funds;

       (q) Provide such assistance to the Custodian and the Fund's counsel and
auditors as generally may be required to properly carry on the business and
operations of the Fund;

       (r) Assist in, the preparation and filing of Forms 3, 4, and 5 pursuant
to Section 16 of the Securities Exchange Act of 1934, as amended, and
Section 30(h) of the 1940 Act for the officers and Directors of the Fund, such
filings to be based on information provided by those persons;

       (s) Respond to or refer to the Fund's officers or transfer agent,
shareholder (including any potential shareholder) inquiries relating to the
Fund; and

       (t) Supervise any other aspects of the Fund's administration as may be
agreed to by the Fund and the Advisor.

   All services are to be furnished through the medium of any directors,
officers or employees of the Advisor or its affiliates as the Advisor deems
appropriate in order to fulfill its obligations hereunder.

   The Fund will reimburse the Advisor or its affiliates for all out of pocket
expenses incurred by them in connection with the performance of the
administrative services described in

                                      4

<PAGE>

this paragraph 3. The Fund will reimburse the Advisor and its affiliates for
their costs in providing accounting services to the Fund.

   4. Covenants.(a) In the performance of its duties under this Agreement, the
      ---------
Advisor shall at all times conform to, and act in accordance with, any
requirements imposed by: (i) the provisions of the 1940 Act and the Investment
Advisers Act of 1940, as amended, and all applicable Rules and Regulations of
the Securities and Exchange Commission; (ii) any other applicable provision of
law; (iii) the provisions of the Charter and By Laws of the Fund, as such
documents are amended from time to time; (iv) the investment objectives and
policies of the Fund as set forth in its Registration Statement on Form N-2
and/or the resolutions of the Board of Directors; and (v) any policies and
determinations of the Board of Directors of the Fund and

       (b) In addition, the Advisor will:

          (i) place orders either directly with the issuer or with any broker
or dealer. Subject to the other provisions of this paragraph, in placing orders
with brokers and dealers, the Advisor will attempt to obtain the best price and
the most favorable execution of its orders. In placing orders, the Advisor will
consider the experience and skill of the firm's securities traders as well as
the firm's financial responsibility and administrative efficiency. Consistent
with this obligation, the Advisor may select brokers on the basis of the
research, statistical and pricing services they provide to the Fund and other
clients of the Advisor. Information and research received from such brokers
will be in addition to, and not in lieu of, the services required to be
performed by the Advisor hereunder. A commission paid to such brokers may be
higher than that which another qualified broker would have charged for
effecting the same transaction, provided that the Advisor determines in good
faith that such commission is reasonable in terms either of the transaction or
the overall responsibility of the Advisor to the Fund and its other clients and
that the total commissions paid by the Fund will be reasonable in relation to
the benefits to the Fund over the long term. Subject to the foregoing and the
provisions of the 1940 Act, the Securities Exchange Act of 1934, as amended,
and other applicable provisions of law, the Advisor may select brokers and
dealers with which it or the Fund is affiliated;

          (ii) maintain a policy and practice of conducting its investment
advisory services hereunder independently of the commercial banking operations
of its affiliates. When the Advisor makes investment recommendations for the
Fund, its investment advisory personnel will not inquire or take into
consideration whether the issuer of securities proposed for purchase or sale
for the Fund's account are customers of the commercial department of its
affiliates; and

          (iii) treat confidentially and as proprietary information of the Fund
all records and other information relative to the Fund, and the Fund's prior,
current or potential shareholders, and will not use such records and
information for any purpose other than performance of its responsibilities and
duties hereunder, except after prior notification to and approval in writing by
the Fund, which approval shall not be unreasonably withheld and may not be
withheld where the Advisor may be exposed to civil or criminal contempt
proceedings for failure to comply, when requested to divulge such information
by duly constituted authorities, or when so requested by the Fund.

                                      5

<PAGE>

   5. Services Not Exclusive. Nothing in this Agreement shall prevent the
      ----------------------
Advisor or any officer, employee or other affiliate thereof from acting as
investment advisor for any other person, firm or corporation, or from engaging
in any other lawful activity, and shall not in any way limit or restrict the
Advisor or any of its officers, employees or agents from buying, selling or
trading any securities for its or their own accounts or for the accounts of
others for whom it or they may be acting; provided, however, that the Advisor
will undertake no activities which, in its judgment, will adversely affect the
performance of its obligations under this Agreement.

   6. Sub-Advisors. The Advisor may from time to time, in its sole discretion
      ------------
to the extent permitted by applicable law, appoint one or more sub-advisors,
including, without limitation, affiliates of the Advisor, to perform investment
advisory services with respect to the Fund. The Advisor may terminate any or
all sub-advisors in its sole discretion at any time to the extent permitted by
applicable law.

   7. Books and Records. In compliance with the requirements of Rule 31a-3
      -----------------
under the 1940 Act, the Advisor hereby agrees that all records which it
maintains for the Fund are the property of the Fund and further agrees to
surrender promptly to the Fund any such records upon the Fund's request The
Advisor further agrees to preserve for the periods prescribed by Rule 31a-2
under the 1940 Act the records required to be maintained by Rule 31a-1 under
the 1940 Act.

   8. Expenses. During the term of this Agreement, the Advisor will bear all
      --------
costs and expenses of its employees and any overhead incurred in connection
with its duties hereunder and shall bear the costs of any salaries or
directors' fees of any officers or directors of the Fund who are affiliated
persons (as defined in the 1940 Act) of the Advisor; provided that the Board of
Directors of the Fund may approve reimbursement to the Advisor of the pro rata
portion of the salaries, bonuses, health insurance, retirement benefits and all
similar employment costs for the time spent on Fund operations, (including,
without limitation, compliance matters) (other than the provision of investment
advice and administrative services required to be provided hereunder) of all
personnel employed by the Advisor who devote substantial time to Fund
operations or the operations of other investment companies advised by the
Advisor.

   9. Compensation of the Advisor. (a) The Fund agrees to pay to the Advisor
      ---------------------------
and the Advisor agrees to accept as full compensation for all services rendered
by the Advisor as such, a monthly fee (the "Investment Advisory Fee") in
arrears at an annual rate equal to the amount set forth in Schedule A hereto of
the average daily value of the Fund's Net Assets. "Net Assets" means the total
assets of the Fund minus the sum of the accrued liabilities. It is understood
that the liquidation preference of any outstanding preferred stock (other than
accumulated dividends) is not considered a liability in determining the Fund's
Net Asset Value. For any period less than a month during which this Agreement
is in effect, the fee shall be prorated according to the proportion which such
period bears to a full month of 28, 29, 30 or 31 days, as the case may be.

       (b) For purposes of this Agreement, the net assets of the Funds shall be
calculated pursuant to the procedures adopted by resolutions of the Directors
of the Fund for calculating the value of the Fund's assets or delegating such
calculations to third parties.

                                      6

<PAGE>

   10. Indemnity.(a) The Fund may, in the discretion of the Board of Directors
       ---------
of the Fund, indemnify the Advisor, and each of the Advisor's directors,
officers, employees, agents, associates and controlling persons and the
directors, partners, members, officers, employees and agents thereof (including
any individual who serves at the Advisor's request as director, officer,
partner, member, trustee or the like of another entity) (each such person being
an "Indemnitee") against any liabilities and expenses, including amounts paid
in satisfaction of judgments, in compromise or as fines and penalties, and
counsel fees (all as provided in accordance with applicable state law)
reasonably incurred by such Indemnitee in connection with the defense or
disposition of any action, suit or other proceeding, whether civil or criminal,
before any court or administrative or investigative body in which such
Indemnitee may be or may have been involved as a party or otherwise or with
which such Indemnitee may be or may have been threatened, while acting in any
capacity set forth herein or thereafter by reason of such Indemnitee having
acted in any such capacity, except with respect to any matter as to which such
Indemnitee shall have been adjudicated not to have acted in good faith in the
reasonable belief that such Indemnitee's action was in the best interest of the
Fund and furthermore, in the case of any criminal proceeding, so long as such
Indemnitee had no reasonable cause to believe that the conduct was unlawful;
provided, however, that (1) no Indemnitee shall be indemnified hereunder
against any liability to the Fund or its shareholders or any expense of such
Indemnitee arising by reason of (i) willful misfeasance, (ii) bad faith,
(iii) gross negligence or (iv) reckless disregard of the duties involved in the
conduct of such Indemnitee's position (the conduct referred to in such clauses
(i) through (iv) being sometimes referred to herein as "disabling conduct"),
(2) as to any matter disposed of by settlement or a compromise payment by such
Indemnitee, pursuant to a consent decree or otherwise, no indemnification
either for said payment or for any other expenses shall be provided unless
there has been a determination that such settlement or compromise is in the
best interests of the Fund and that such Indemnitee appears to have acted in
good faith in the reasonable belief that such Indemnitee's action was in the
best interest of the Fund and did not involve disabling conduct by such
Indemnitee and (3) with respect to any action, suit or other proceeding
voluntarily prosecuted by any Indemnitee as plaintiff, indemnification shall be
mandatory only if the prosecution of such action, suit or other proceeding by
such Indemnitee was authorized by a majority of the full Board of Directors of
the Fund.

       (b) The Fund may make advance payments in connection with the expenses
of defending any action with respect to which indemnification might be sought
hereunder if the Fund receives a written affirmation of the Indemnitee's good
faith belief that the standard of conduct necessary for indemnification has
been met and a written undertaking to reimburse the Fund unless it is
subsequently determined that such Indemnitee is entitled to such
indemnification and if the Directors of the Fund determine that the facts then
known to them would not preclude indemnification. In addition, at least one of
the following conditions must be met: (A) the Indemnitee shall provide security
for such Indemnitee undertaking, (B) the Fund shall be insured against losses
arising by reason of any unlawful advance, or (C) a majority of a quorum
consisting of Directors of the Fund who are neither "interested persons" of the
Fund (as defined in Section 2(a)(19) of the 1940 Act) nor parties to the
proceeding ("Disinterested Non Party Directors") or an independent legal
counsel in a written opinion, shall determine, based on a review of readily
available facts (as opposed to a full trial type inquiry), that there is reason
to believe that the Indemnitee ultimately will be found entitled to
indemnification.

                                      7

<PAGE>

       (c) All determinations with respect to the standards for indemnification
hereunder shall be made (1) by a final decision on the merits by a court or
other body before whom the proceeding was brought that such Indemnitee is not
liable or is not liable by reason of disabling conduct, or (2) in the absence
of such a decision, by (i) a majority vote of a quorum of the Disinterested Non
Party Directors of the Fund, or (ii) if such a quorum is not obtainable or,
even if obtainable, if a majority vote of such quorum so directs, independent
legal counsel in a written opinion. All determinations that advance payments in
connection with the expense of defending any proceeding shall be authorized and
shall be made in accordance with the immediately preceding clause (2) above.

   The rights accruing to any Indemnitee under these provisions shall not
exclude any other right to which such Indemnitee may be lawfully entitled.

   11. Limitation on Liability. (a) The Advisor will not be liable for any
       -----------------------
error of judgment or mistake of law or for any loss suffered by Advisor or by
the Fund in connection with the performance of this Agreement, except a loss
resulting from a breach of fiduciary duty with respect to the receipt of
compensation for services or a loss resulting from willful misfeasance, bad
faith or gross negligence on its part in the performance of its duties or from
reckless disregard by it of its duties under this Agreement. As used in this
Section 11(a), the term "Advisor" shall include any affiliates of the Advisor
performing services for the Fund contemplated hereby and partners, directors,
officers and employees of the Advisor and of such affiliates.

   12. Duration and Termination. This Agreement shall become effective as of
       ------------------------
the date hereof and, unless sooner terminated with respect to the Fund as
provided herein, shall continue in effect until June 30, 2016. Thereafter, if
not terminated, this Agreement shall continue in effect with respect to the
Fund for successive periods of 12 months, provided such continuance is
specifically approved at least annually by both (a) the vote of a majority of
the Fund's Board of Directors or the vote of a majority of the outstanding
voting securities of the Fund at the time outstanding and entitled to vote, and
(b) by the vote of a majority of the Directors who are not parties to this
Agreement or interested persons of any party to this Agreement, cast in person
at a meeting called for the purpose of voting on such approval. Notwithstanding
the foregoing, this Agreement may be terminated by the Fund at any time,
without the payment of any penalty, upon giving the Advisor 60 days' notice
(which notice may be waived by the Advisor), provided that such termination by
the Fund shall be directed or approved by the vote of a majority of the
Directors of the Fund in office at the time or by the vote of the holders of a
majority of the voting securities of the Fund at the time outstanding and
entitled to vote, or by the Advisor on 60 days' written notice (which notice
may be waived by the Fund). This Agreement will also immediately terminate in
the event of its assignment. (As used in this Agreement, the terms "majority of
the outstanding voting securities," "interested person" and "assignment" shall
have the same meanings of such terms in the 1940 Act.)

   13. Notices. Any notice under this Agreement shall be in writing to the
       -------
   other party at such address as the other party may designate from time to
time for the receipt of such notice and shall be deemed to be received on the
earlier of the date actually received or on the fourth day after the postmark
if such notice is mailed first class postage prepaid.

                                      8

<PAGE>

   14. Amendment of this Agreement. This Agreement may be amended by the
       ---------------------------
parties only if such amendment is specifically approved by the vote of the
Board of Directors of the Fund, including a majority of those Directors who are
not parties to this Agreement or interested persons of any such party cast in
person at a meeting called for the purpose of voting on such approval and,
where required by the 1940 Act, by a vote of a majority of the outstanding
voting securities of the Fund.

   15. Governing Law. This Agreement shall be governed by and construed in
       -------------
accordance with the laws of the State of New York for contracts to be performed
entirely therein without reference to choice of law principles thereof and in
accordance with the applicable provisions of the 1940 Act. To the extent that
the applicable laws of the State of New York, or any of the provisions,
conflict with the applicable provisions of the 1940 Act, the latter shall
control.

   16. Use of the Name BlackRock. The Advisor has consented to the use by the
       -------------------------
Fund of the name or identifying word "BlackRock" in the name of the Fund. Such
consent is conditioned upon the employment of the Advisor as the investment
advisor to the Fund. The name or identifying word "BlackRock" may be used from
time to time in other connections and for other purposes by the Advisor and any
of its affiliates. The Advisor may require the Fund to cease using "BlackRock"
in the name of the Fund if the Fund ceases to employ, for any reason, the
Advisor, any successor thereto or any affiliate thereof as investment advisor
of the Fund.

   17. Miscellaneous. The captions in this Agreement are included for
       -------------
convenience of reference only and in no way define or delimit any of the
provisions hereof or otherwise affect their construction or effect. If any
provision of this Agreement shall be held or made invalid by a court decision,
statute, rule or otherwise, the remainder of this Agreement shall not be
affected thereby. This Agreement shall be binding on, and shall inure to the
benefit of the parties hereto and their respective successors.

   18. Counterparts. This Agreement may be executed in counterparts by the
       ------------
parties hereto, each of which shall constitute an original counterpart, and all
of which, together, shall constitute one Agreement.

                                      9

<PAGE>

   IN WITNESS WHEREOF, the parties hereto have caused the foregoing instrument
to be executed by their duly authorized officers, all as of the day and the
year first above written.

                                       BLACKROCK MUNIYIELD MICHIGAN QUALITY
                                       FUND, INC.

                                       By:  /s/ John M. Perlowski
                                            ------------------------------------
                                            Name:   John M. Perlowski
                                            Title:  President and Chief
                                                    Executive Officer

                                       BLACKROCK ADVISORS, LLC

                                       By:  /s/ Neal J. Andrews
                                            ------------------------------------
                                            Name:   Neal J. Andrews
                                            Title:  Managing Director

            [SIGNATURE PAGE TO A&R INVESTMENT MANAGEMENT AGREEMENT]

                                      10

<PAGE>

                                  Schedule A
                                  ----------

                            Investment Advisory Fee

0.49% of average daily Net Assets of the Fund.
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.77Q1 OTHR EXHB
<SEQUENCE>6
<FILENAME>miy77q1d.txt
<TEXT>
<PAGE>

                BlackRock MuniYield Michigan Quality Fund, Inc.
                              File No. 811-07080
    Item No. 77Q1(d) (Copies of All Constituent Instruments Referred to in
                          Sub-Item 77I) -- Attachment

A copy of an amendment to the Articles Supplementary Establishing and Fixing
the Rights and Preferences of BlackRock MuniYield Michigan Quality Fund, Inc.'s
Series W-7 Variable Rate Muni Term Preferred Shares is attached under
Sub-Item 77Q1(a).
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.77Q1 OTHR EXHB
<SEQUENCE>7
<FILENAME>miy77q1a.txt
<TEXT>
<PAGE>

                BlackRock MuniYield Michigan Quality Fund, Inc.
                              File No. 811-07080
  Item No. 77Q1(a) (Copies of Material Amendments to Registrant's Charter or
                            By-laws) -- Attachment

Attached please find as an exhibit under Sub-Item 77Q1(a) of Form N-SAR, a copy
of BlackRock MuniYield Michigan Quality Fund, Inc.'s (the "Fund") Articles of
                                                           ----
Amendment Amending the Articles Supplementary Establishing and Fixing the
Rights and Preferences of the Fund's Series W-7 Variable Rate Demand Preferred
Shares filed with the State Department of Assessments and Taxation of Maryland
on September 11, 2015.

<PAGE>

                                                                Exhibit 77Q1(a)

                BLACKROCK MUNIYIELD MICHIGAN QUALITY FUND, INC.

                             ARTICLES OF AMENDMENT

               AMENDING THE ARTICLES SUPPLEMENTARY ESTABLISHING
                   AND FIXING THE RIGHTS AND PREFERENCES OF
                     VARIABLE RATE DEMAND PREFERRED SHARES

This is to certify that

First: The charter of BlackRock MuniYield Michigan Quality Fund, Inc., a
-----
Maryland corporation (the "Corporation"), is amended by these Articles of
Amendment, which amend the Articles Supplementary Establishing and Fixing the
Rights and Preferences of Variable Rate Demand Preferred Shares, dated as of
April 20, 2011, as amended (the "Articles Supplementary").

Second: The charter of the Corporation is hereby amended by deleting the first
------
recital of the Articles Supplementary and inserting the following:

   FIRST: Pursuant to authority expressly vested in the Board of Directors of
   the Corporation by Article IV of the Corporation's Charter, the Board of
   Directors has, by resolution duly adopted on April 30, 2015, reclassified
   2,319 authorized and unissued shares of common stock of the Corporation as
   shares of preferred stock of the Corporation, par value $0.10 per share, as
   Variable Rate Demand Preferred Shares ("VRDP Shares"). The Variable Rate
   Demand Preferred Shares may be issued in one or more series, as designated
   and authorized by the Board of Directors or a duly authorized committee
   thereof from time to time (each series of VRDP Shares that may be authorized
   and issued, a "Series").

Third: The charter of the Corporation is hereby amended by deleting
-----
"Designation" in the Articles Supplementary and inserting the following:

                                  DESIGNATION

   Series W-7: A series of 2,319 shares of preferred stock, par value $0.10 per
   share, liquidation preference $100,000 per share, is hereby authorized and
   designated "Series W-7 Variable Rate Demand Preferred Shares," also referred
   to herein as "Series W-7 VRDP Shares." Each Series W-7 VRDP Share shall be
   issued on a date determined by the Board of Directors of the Corporation or
   pursuant to their delegated authority; have an Applicable Rate equal to the
   sum of the Ratings Spread (as defined in the Notice of Special Rate Period,
   dated June 20, 2012, as amended as of June 16, 2015) PLUS the Securities
   Industry and Financial Markets Association ("SIFMA") Municipal

<PAGE>

   Swap Index, published at 3:00 p.m., New York City time, on
   Wednesday, September 9, 2015 for the Rate Period from, and
   including, September 14, 2015 to, and including, September 16, 2015 and an
   initial Dividend Payment Date of October 1, 2015; and have such other
   preferences, voting powers, limitations as to dividends, qualifications and
   terms and conditions of redemption, in addition to those required by
   applicable law or as set forth in the Charter, as set forth in Part I and II
   of these Articles Supplementary, or as set forth in any Notice of Special
   Rate Period applicable to the Series W-7 VRDP Shares. The Series W-7 VRDP
   Shares shall constitute a separate series of preferred stock of the
   Corporation and each Series W-7 VRDP Share shall be identical. Except as
   otherwise provided with respect to any additional Series of VRDP Shares, the
   terms and conditions of these Articles Supplementary apply to each Series of
   VRDP Shares.

Fourth: These Articles of Amendment shall be effective as of September 14, 2015.
------

Fifth: The amendment to the charter of the Corporation as set forth above in
-----
these Articles of Amendment has been duly advised by the board of directors of
the Corporation and approved by the stockholders of the Corporation as and to
the extent required by law and in accordance with the charter of the
Corporation.

<PAGE>

IN WITNESS WHEREOF, BlackRock MuniYield Michigan Quality Fund, Inc. has caused
these Articles of Amendment to be signed as of September 11, 2015 in its name
and on its behalf by the person named below who acknowledges that these
Articles of Amendment are the act of the Corporation and, to the best of such
person's knowledge, information and belief and under penalties for perjury, all
matters and facts contained in these Articles of Amendment are true in all
material respects.

                                     BLACKROCK MUNIYIELD MICHIGAN
                                     QUALITY FUND, INC.

                                       By:     /s/ John M. Perlowski
                                               ---------------------------------
                                       Name:   John M. Perlowski
                                       Title:  President and Chief Executive
                                               Officer

ATTEST:

/s/ Janey Ahn
--------------------------------------
  Name: Janey Ahn
  Title: Secretary

<PAGE>

                          [MUJ ARTICLES OF AMENDMENT]
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.77M MERGERS
<SEQUENCE>8
<FILENAME>miy77m.txt
<TEXT>
<PAGE>

                BlackRock MuniYield Michigan Quality Fund, Inc.
                              File No. 811-07080
                     Item No. 77M (Mergers) -- Attachment

During the six month period ending January 31, 2016, BlackRock MuniYield
Michigan Quality Fund, Inc. (the "Registrant" or "MIY") acquired substantially
all of the assets and assumed substantially all of the liabilities of BlackRock
MuniYield Michigan Quality Fund II, Inc. ("MYM") (File No. 811-06501) (the
"Reorganization").

The Board of Directors of the Registrant and MYM unanimously approved the
Reorganization and the proposals to effectuate such Reorganization, including
an Agreement and Plan of Reorganization and the issuance of additional common
shares (the "Common Shares") and Series W-7 Variable Rate Demand Preferred
Share ("VRDP Shares") of the Registrant.

The holders of Common Shares (the "Common Shareholders") and the holders of
VRDP Shares (the "VRDP Holders") of MYM approved, as a single class, a proposal
to approve an Agreement and Plan of Reorganization between MYM and the
Registrant (the "Agreement") pursuant to which (i) the Registrant will acquire
substantially all of MYM's assets and assume substantially all of MYM's
liabilities in exchange solely for newly issued Common Shares and VRDP Shares
of the Registrant and (ii) MYM will terminate its registration under the
Investment Company Act of 1940 (the "1940 Act") and liquidate, dissolve and
terminate in accordance with its charter and Maryland law.

The VRDP Holders of MYM approved, as a separate class, a proposal to approve
the Agreement and the transactions contemplated therein, including the
termination of MYM's registration under the 1940 Act and the dissolution of MYM
in accordance with its charter and Maryland law.

The Common Shareholders and the VRDP Holders of the Registrant, approved, as a
single class, a proposal to approve the issuance of additional Common Shares of
the Registrant in accordance with the Agreement.

VRDP Holders of the Registrant approved, as a separate class, a proposal to
approve the Agreement and the transactions contemplated therein, including the
issuance of additional VRDP Shares of the Registrant.

On May 8, 2015, in connection with the Reorganization, the Registrant filed a
Preliminary Registration Statement on Form N-14 (File No. 333-203982) (the
"N-14 Registration Statement"). The N-14 Registration Statement contained the
proxy materials soliciting the approval of the Reorganization by the Common
Shareholders of MYM. Pre-effective Amendment No. 1 to the N-14 Registration
Statement was filed on June 16, 2015 followed by a filing on Form 497 on
June 18, 2015. The N-14 Registration Statement as so amended was declared
effective by the Securities and Exchange Commission on June 17, 2015. The
post-effective Amendment No. 1 to the N-14 Registration Statement was filed on
September 14, 2015.

On May 8, 2015, in connection with the Reorganization, the Registrant and MYM
filed a Preliminary Proxy Statement (the "Preferred Share Proxy Statement").
The Preferred Share Proxy Statement contained the proxy materials soliciting
the approval of the Agreement by the VRDP Holders of MYM and the approval the
Agreement, including the issuance of additional VRDP Shares of the Registrant,
by the VRDP Holders of the Registrant. The Definitive Preferred Share Proxy
Statement was filed on June 18, 2015.

MYM dissolved and terminated its existence in the State of Maryland on
September 14, 2015.

MYM filed an application for deregistration under the 1940 Act on Form N-8F on
November 16, 2015 and the Securities and Exchange Commission declared that MYM
has ceased to be an investment company on December 16, 2015.

In the Reorganization, the Registrant acquired substantially all of the assets
and liabilities of MYM, pursuant to the Agreement, in a tax-free transaction in
exchange for an equal aggregate value of newly-issued Common Shares and VRDP
Shares of the Registrant.

<PAGE>

Common Shareholders of MYM received an amount of MIY Common Shares equal to the
aggregate net asset value of their holdings of MYM Common Shares as determined
at the close of business on September 11, 2015.

VRDP Holders of MYM received one share of MIY VRDP Shares in exchange for one
share of MYM VRDP Shares. The aggregate liquidation preference of MIY VRDP
Shares received by such VRDP Holders of MYM was equal to the aggregate
liquidation preference of MYM VRDP Shares that were exchanged.

Fractional shares of the Registrant were not issued in the Reorganization and
consequently cash was distributed for any such fractional amounts.

The Reorganization was accomplished by a tax-free exchange of shares of MIY in
the following amounts and at the following conversion ratios:

                           Shares Prior to
       Target Fund Shares  Reorganization  Conversion Ratio Shares of MIY
       ------------------  --------------- ---------------- -------------
       MYM Common Shares     12,098,420       0.93643508     11,329,360
       MYM VRDP Shares          873               1             873

                                      2
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.77I NEW SECUR
<SEQUENCE>9
<FILENAME>miy77i.txt
<TEXT>
<PAGE>

                BlackRock MuniYield Michigan Quality Fund, Inc.
                              File No. 811-07080
        Item No. 77I (Terms of New or Amended Securities) -- Attachment

A copy of an amendment to the Articles Supplementary Establishing and Fixing
the Rights and Preferences of the BlackRock MuniYield Michigan Quality Fund,
Inc.'s Series W-7 Variable Rate Muni Term Preferred Shares is attached under
Sub-Item 77Q1(a).
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.77C VOTES
<SEQUENCE>10
<FILENAME>miy77c.txt
<TEXT>
<PAGE>

77C: Submission of matters to a vote of security holders

At a joint special meeting of shareholders of BlackRock MuniYield Michigan
Quality Fund, Inc. (the "Fund") held on Thursday, August 6, 2015, Fund
shareholders were asked to vote on the following proposals:

Preferred Shareholders
----------------------

   Proposal 1(C). The preferred shareholders of the Fund were asked to vote as
   a separate class, to approve an Agreement and Plan of Reorganization between
   BlackRock MuniYield Michigan Quality Fund II, Inc. and the Fund and the
   transactions contemplated therein, including the issuance of additional VRDP
   shares.

With respect to this Proposal, the shares of the Fund were voted as follows:

                   For              Against            Abstain
                  1,446                0                  0

Common and Preferred Shareholders
---------------------------------

   Proposal 2. The common and preferred shareholders of the Fund were asked to
   vote as a single class, to approve the issuance of additional shares of
   common stock of the Fund in connection with the Agreement and Plan of
   Reorganization between BlackRock MuniYield Michigan Quality Fund II, Inc.
   and the Fund.

With respect to this Proposal, the shares of the Fund were voted as follows:

                   For              Against            Abstain
                8,608,146          1,121,854           365,599
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.77O RULE 10F-3
<SEQUENCE>11
<FILENAME>mifin77o.txt
<TEXT>
<PAGE>

PARTICIPATING FUNDS

..  U.S. Registered Funds (Name of Fund, Aladdin Ticker):

   BlackRock MuniYield Michigan Quality Fund, Inc. (MIY)

THE OFFERING

KEY CHARACTERISTICS (COMPLETE ALL FIELDS)

-------------------------------------
Date of                   12-03-2015
Offering Commencement:
------------------------  -----------
Security Type:            BND/MUNI
-------------------------------------
-------------------------------------------------------------------------------
Issuer                       Michigan Finance Authority local Government loan
                             Program Revenue Bonds, Series 2015D-1
---------------------------  --------------------------------------------------
Selling Underwriter          Citigroup Global Markets Inc
---------------------------  --------------------------------------------------
Affiliated Underwriter(s)    [X]  PNC Capital Markets LLC
                             [_]  Other:
---------------------------  --------------------------------------------------
List of Underwriter(s)       Citigroup Global Markets Inc., Bank of America
                             Merrill Lynch, Barclays Capital Inc, J.P.Morgan
                             Securities LLC, PNC Capital Markets LLC, Loop
                             Capital Markets LLC, Piper Jaffray & Co.
-------------------------------------------------------------------------------

TRANSACTION DETAILS

-------------------------------
Date of Purchase    12-03-2015
-------------------------------
-------------------------------------------------------------------------------
Purchase Price/Share      $112.685 Total Commission, Spread or Profit     0.537
(PER SHARE / % OF PAR)    $112.425
                          $111.994
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
1. Aggregate Principal Amount Purchased (a+b)                       $ 3,600,000
---------------------------------------------------------------     -----------
    a. US Registered Funds
       (Appendix attached with individual Fund/Client
       purchase)                                                    $ 3,600,000
---------------------------------------------------------------     -----------
    b. Other BlackRock Clients                                              N/A
---------------------------------------------------------------     -----------
2. Aggregate Principal Amount of Offering                           $89,430,000
---------------------------------------------------------------     -----------
FUND RATIO
[Divide Sum of #1 by #2]
Must be less than 0.25                                                 0.040255
-------------------------------------------------------------------------------

LEGAL REQUIREMENTS

OFFERING TYPE (CHECK ONE)

The securities fall into one of the following transaction types (see
Definitions):

[_] U.S. Registered Public
    Offering.............. [Issuer must have 3 years of continuous operations]

                                  Page 1 of 2

<PAGE>

Rule 10f-3 Report - Definitions


[_] Eligible Rule 144A
    Offering.............. [Issuer must have 3 years of continuous operations]

[X] Eligible Municipal
    Securities

[_] Eligible Foreign
    Offering.............. [Issuer must have 3 years of continuous operations]

[_] Government Securities
    Offering.............. [Issuer must have 3 years of continuous operations]

TIMING AND PRICE (CHECK ONE OR BOTH)

[X]The securities were purchased before the end of the first day on which any
   sales were made, at a price that was not more than the price paid by each
   other purchaser of securities in that offering or in any concurrent offering
   of the securities; and

[_]If the securities are offered for subscription upon exercise of rights, the
   securities were purchased on or before the fourth day before the day on
   which the rights offering terminated.

FIRM COMMITMENT OFFERING (CHECK ONE)

[X]YES  The securities were offered pursuant to an underwriting or similar
[_]NO   agreement under which the underwriters were committed to purchase all
        of the securities being offered, except those purchased by others
        pursuant to a rights offering, if the underwriters purchased any of
        the securities.

NO BENEFIT TO AFFILIATED UNDERWRITER (CHECK ONE)

[X]YES  No affiliated underwriter was a direct or indirect participant in, or
[_]NO   benefited directly or indirectly from, the transaction.

Completed by:  Dipankar Banerjee                                Date: 12-05-15
               -----------------------------------------------
               Global Syndicate Team Member

Approved by:   Steven Delaura                                   Date: 12-05-15
               -----------------------------------------------
               Global Syndicate Team Member

<PAGE>

Rule 10f-3 Report - Definitions

DEFINITIONS

TERM                       DEFINITION
Fund Ratio                 Number appearing at the bottom of page 1 of 2 of
                           the Rule 10f-3 Report form. It is the sum of the
                           Funds' participation in the offering by the Funds
                           and other accounts managed by BlackRock divided by
                           the total amount of the offering.

Eligible Foreign Offering  The securities are sold in a public offering
                           conducted under the laws of a country other than
                           the United States and

                           (a)the offering is subject to regulation in such
                              country by a "foreign financial regulatory
                              authority," as defined in Section 2(a)(50) of
                              the Investment Company Act of 1940;

                           (b)the securities were offered at a fixed price to
                              all purchasers in the offering (except for any
                              rights to purchase securities that are required
                              by law to be granted to existing security
                              holders of the issuer);

                           (c)financial statements, prepared and audited as
                              required or permitted by the appropriate foreign
                              financial regulatory authority in such country,
                              for the two years prior to the offering, were
                              made available to the public and prospective
                              purchasers in connection with the offering; and

                           (d)if the issuer is a "domestic issuer," i.e.,
                              other than a foreign government, a national of
                              any foreign country, or a corporation or other
                              organization incorporated or organized under the
                              laws of any foreign country, it (1) has a class
                              of securities registered pursuant to section
                              12(b) or 12(g) of the Securities Exchange Act of
                              1934 or is required to file reports pursuant to
                              section 15(d) of that act, and (2) has filed all
                              the material required to be filed pursuant to
                              section 13(a) or 15(d) of that act for a period
                              of at least 12 months immediately preceding the
                              sale of securities (or for such shorter period
                              that the issuer was required to file such
                              material)

<PAGE>

Rule 10f-3 Report - Definitions

TERM                            DEFINITION
Eligible Municipal Securities   The securities:

                                (a)are direct obligations of, or obligations
                                   guaranteed as to principal or interest by,
                                   a State or any political subdivision
                                   thereof, or any agency or instrumentality
                                   of a State or any political subdivision
                                   thereof, or any municipal corporate
                                   instrumentality of one or more States, or
                                   any security which is an industrial
                                   development bond (as defined in section
                                   103(c)(2) of Title 26) the interest on
                                   which is excludable from gross income under
                                   certain provisions of the Internal Revenue
                                   Code;

                                (b)are sufficiently liquid that they can be
                                   sold at or near their carrying value within
                                   a reasonably short period of time; and

                                (c)either

                                    (1)are subject to no greater than moderate
                                       credit risk; or

                                    (2)if the issuer of the municipal
                                       securities, or the entity supplying the
                                       revenues or other payments from which
                                       the issue is to be paid, has been in
                                       continuous operation for less than
                                       three years, including the operation of
                                       any predecessors, the securities are
                                       subject to a minimal or low amount of
                                       credit risk.

                                Also, purchases of municipal securities may
                                not be designated as group sales or otherwise
                                allocated to the account of any prohibited
                                seller (i.e., an affiliated underwriter).

Eligible Rule 144A Offering     The securities are sold in an offering where

                                (a)the securities are offered or sold in
                                   transactions exempt from registration under
                                   Section 4(2) of the Securities Act of 1933,
                                   Rule 144A thereunder, or Rules 501-508
                                   thereunder;

                                (b)the securities were sold to persons that
                                   the seller and any person acting on behalf
                                   of the seller reasonably believe to include
                                   qualified institutional buyers, as defined
                                   in Rule 144A ("QIBs"); and

                                (c)the seller and any person acting on behalf
                                   of the seller reasonably believe that the
                                   securities are eligible for resale to other
                                   QIBs pursuant to Rule 144A.

Government Securities Offering  The security is issued or guaranteed as to
                                principal or interest by the United States, or
                                by a person controlled or supervised by and
                                acting as an instrumentality of the Government
                                of the United States pursuant to authority
                                granted by the Congress of the United States;
                                or any certificate of deposit for any of the
                                foregoing.

<PAGE>

Rule 10f-3 Report - Definitions

TERM                              DEFINITION
U.S. Registered Public Offering.  The securities offered are registered under
                                  the Securities Act of 1933 that are being
                                  offered to the public.
</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
