I.
|
General Identifying Information
|
1.
|
Reason fund is applying to deregister (check only one; for descriptions, see Instruction 1 above):
|
2.
|
Name of fund:
|
3.
|
Securities and Exchange Commission File No.:
|
4.
|
Is this an initial Form N-8F or an amendment to a previously filed Form N-8F?
|
5.
|
Address of Principal Executive Office (include No. & Street, City, State, Zip Code):
|
6.
|
Name, address and telephone number of individual the Commission staff should contact with any questions regarding this form:
|
7.
|
Name, address and telephone number of individual or entity responsible for maintenance and preservation of fund records in accordance with rules 31a-1 and 31a-2 under the Act [17 CFR 270.31a-1, .31a-2]:
|
8.
|
Classification of fund (check only one):
|
9.
|
Subclassification if the fund is a management company (check only one):
|
10.
|
State law under which the fund was organized or formed (e.g., Delaware, Massachusetts):
|
11.
|
Provide the name and address of each investment adviser of the fund (including sub-advisers) during the last five years, even if the fund’s contracts with those advisers have been terminated:
|
12.
|
Provide the name and address of each principal underwriter of the fund during the last five years, even if the fund’s contracts with those underwriters have been terminated:
|
13.
|
If the fund is a unit investment trust (“UIT”) provide:
|
|
(a)
|
Depositor’s name(s) and address(es): Not applicable.
|
|
(b)
|
Trustee’s name(s) and address(es): Not applicable.
|
14.
|
Is there a UIT registered under the Act that served as a vehicle for investment in the fund (e.g., an insurance company separate account)?
|
15.
|
(a)
|
Did the fund obtain approval from the board of directors concerning the decision to engage in a Merger, Liquidation or Abandonment of Registration?
|
|
(b)
|
Did the fund obtain approval from the shareholders concerning the decision to engage in a Merger, Liquidation or Abandonment of Registration?
|
II.
|
Distributions to Shareholders
|
16.
|
Has the fund distributed any assets to its shareholders in connection with the Merger or Liquidation?
|
|
(a)
|
If Yes, list the date(s) on which the fund made those distributions:
|
|
(b)
|
Were the distributions made on the basis of net assets?
|
|
(c)
|
Were the distributions made pro rata based on share ownership?
|
|
(d)
|
If No to (b) or (c) above, describe the method of distributions to shareholders. For Mergers, provide the exchange ratio(s) used and explain how it was calculated:
|
|
(e)
|
Liquidations only: Not applicable.
|
17.
|
Closed-end funds only:
|
18.
|
Has the fund distributed all of its assets to the fund’s shareholders?
|
|
(a)
|
How many shareholders does the fund have as of the date this form is filed?
|
|
(b)
|
Describe the relationship of each remaining shareholder to the fund:
|
19.
|
Are there any shareholders who have not yet received distributions in complete liquidation of their interests?
|
III.
|
Assets and Liabilities
|
20.
|
Does the fund have any assets as of the date this form is filed?
|
|
(a)
|
Describe the type and amount of each asset retained by the fund as of the date this form is filed:
|
|
(b)
|
Why has the fund retained the remaining assets?
|
|
(c)
|
Will the remaining assets be invested in securities?
|
21.
|
Does the fund have any outstanding debts (other than face-amount certificates if the fund is a face-amount certificate company) or any other liabilities?
|
|
(a)
|
Describe the type and amount of each debt or other liability:
|
|
(b)
|
How does the fund intend to pay these outstanding debts or other liabilities?
|
IV.
|
Information About Event(s) Leading to Request For Deregistration
|
22.
|
(a)
|
List the expenses incurred in connection with the Merger or Liquidation:
|
|
(i)
|
Legal expenses: approximately $191,000
|
|
(ii)
|
Accounting expenses: None.
|
|
(iii)
|
Other expenses (list and identify separately):
|
(a)
|
Printing of N-14:
|
approximately $9,882
|
||
(b)
|
Audit Fees:
|
approximately $18,300
|
||
(c)
|
Transfer Agent Fees:
|
approximately $20,000
|
||
(d)
|
NYSE Listing Fees:
|
approximately $23,771
|
||
(e)
|
SEC Fees:
|
approximately $12,255
|
||
(f)
|
Mailing and Solicitation:
|
approximately $51,900
|
||
(g)
|
Press Releases:
|
approximately $4,250
|
|
(iv)
|
Total expenses (sum of lines (i)-(iii) above): approximately $331,358
|
|
(b)
|
How were those expenses allocated?
|
|
(c)
|
Who paid those expenses?
|
|
(d)
|
How did the fund pay for unamortized expenses (if any)?
|
23.
|
Has the fund previously filed an application for an order of the Commission regarding the Merger or Liquidation?
|
V.
|
Conclusion of Fund Business
|
24.
|
Is the fund a party to any litigation or administrative proceeding?
|
25.
|
Is the fund now engaged, or intending to engage, in any business activities other than those necessary for winding up its affairs?
|
VI.
|
Mergers Only
|
26.
|
(a)
|
State the name of the fund surviving the Merger:
|
|
(b)
|
State the Investment Company Act file number of the fund surviving the merger:
|
|
(c)
|
If the merger or reorganization agreement has been filed with the Commission, state the file number(s), form type used and date the agreement was filed:
|
|
(d)
|
If the merger or reorganization agreement has not been filed with the Commission, provide a copy of the agreement as an exhibit to this form.
|
BLACKROCK MUNIYIELD MICHIGAN QUALITY FUND II, INC.
|
|||
By:
|
/s/ John M. Perlowski
|
||
Name: John M. Perlowski
|
|||
Title: President and Chief Executive Officer
|