Contract

AGREEMENT, made as of _________________, between MuniYield Michigan Fund, Inc. a corporation organized and existing under the laws of the state of Maryland (hereinafter referred to as the "Customer"), and The Bank of New York, a New York trust company (hereinafter referred to as the "Bank").

W I T N E S S E T H :

That for and in consideration of the mutual promises hereinafter set forth, the parties hereto covenant and agree as follows:

ARTICLE I
DEFINITIONS

Whenever used in this Agreement, the following words and phrases shall have the following meanings:

     1.     "Business Day" shall be deemed to be each day on which the Bank is open for business.

      2.     "Certificate" shall mean any notice, instruction, or other instrument in writing, authorized or required by this Agreement to be given to the Bank by the Customer which is signed by any Officer, as hereinafter defined, and actually received by the Bank.

     3.     "Officer" shall be deemed to be the Customer's Chief Executive Officer, President, any Vice President, the Secretary, the Treasurer, the Controller, any Assistant Treasurer and any Assistant Secretary duly authorized by the Board of Directors of the Customer to execute any Certificate, instruction, notice or other instrument on behalf of the Customer and named in a Certificate, as such Certificate may be amended from time to time.

     4.     "Prospectus" shall mean the last Customer prospectus actually received by the Bank from the Customer with respect to which the Customer has indicated a registration statement under the Securities Act of 1933, as amended, has become effective, including the statement of Additional Information incorporated by reference therein.

     5.     "Shares" shall mean all or any part of each class of the shares of capital stock of the Customer which from time to time are authorized and/or issued by the Customer and identified in a Certificate of the Secretary of the Customer under corporate seal, as such Certificate may be amended from time to time.

ARTICLE II
APPOINTMENT OF BANK

     1.     The Customer hereby constitutes and appoints the Bank as its agent to perform the services described herein and as more particularly described in Schedule I attached hereto (the "Services"), and the Bank hereby accepts appointment as such agent and agrees to perform the Services in accordance with the terms hereinafter set forth.

     2.     In connection with such appointment, the Customer shall deliver the following documents to the Bank on or about the closing date of the initial public offering:

     (a)     A certified copy of the Certificate of Incorporation or other document evidencing the Customer's form of organization (the "Charter") and all amendments thereto;

     (b)     A certified copy of the By-Laws of the Customer;

     (c)     A certified copy of a resolution of the Board of Directors of the Customer appointing the Bank to perform the Services and authorizing the execution and delivery of this Agreement;

     (d)     A Certificate signed by the Secretary of the Customer specifying: the number of authorized Shares, the number of such authorized Shares issued- and currently outstanding, and the names and specimen signatures of all persons duly authorized by the Board of Directors of the Customer to execute any Certificate on behalf of the Customer, which Certificate may be amended from time to time;

     (e)     A Specimen Share certificate for each class of Shares in the form approved by the Board of Directors of the Customer, together with a Certificate signed by the Secretary of the Customer as to such approval;

     (f)     A copy of the Customer's Registration Statement, filed by the Customer with the Securities and Exchange Commission under the Securities Act of 1933, as amended.

     (g)     An opinion of counsel for the Customer with respect to the validity of the authorized and outstanding Shares, whether such Shares are fully paid and non-assessable and the status of such Shares under the Securities Act of 1933, as amended, and any other applicable law or regulation (i.e. if subject to registration, that they have been registered and that the Registration Statement has become effective or, if exempt, the specific grounds therefor).

     3.     The Customer shall furnish the Bank with a sufficient supply of blank Share certificates and from time to time will renew such supply upon request of the Bank. Such blank Share certificates shall be properly signed, by facsimile or otherwise, by officers of the Customer authorized by law or by the By-Laws to sign Share certificates, and, if required, shall bear the corporate seal or a facsimile thereof.

ARTICLE III
AUTHORIZATION AND ISSUANCE OF SHARES

     1.      The Customer shall deliver to the Bank a certified copy of the amendment to the Charter giving effect to such increase, decrease or change, on or before the effective date of any increase, decrease or other change in the total number of Shares authorized to be issued.

     (a)     A certified copy of the amendment to the Charter giving effect to such increase, decrease or change;

     (b)     An opinion of counsel for the Customer with respect to the validity of the Shares and the status of such Shares under the Securities Act of 1933, as amended, and any other applicable federal law or regulations (i.e., if subject to registration, that they have been registered and that the Registration Statement has become effective or, if exempt, the specific grounds therefor); and

     (c)     In the case of an increase, if the appointment of the Bank was theretofore expressly limited, a certified copy of a resolution of the Board of Directors of the Customer increasing the authority of the Bank.

     2.     Prior to the issuance of any additional Shares pursuant to stock dividends, stock splits or otherwise, and prior to any reduction in the number of Shares outstanding, the Customer shall deliver the following documents to the Bank:

     (a)     A certified copy of the resolutions adopted by the Board of Directors and/or the shareholders of the Customer authorizing such issuance of additional Shares of the Customer or such reduction, as the case may be;

     (b)     A certified copy of the order or consent, if applicable, of each governmental or regulatory authority required by law as a prerequisite to the issuance or reduction of such Shares; and

     (c)     An opinion of counsel for the Customer with respect to the validity of the Shares and the status of such the Shares under the Securities Act of 1933, as amended, and any other applicable law or regulation (i.e., if subject to registration, that they have been registered and that the Registration Statement has become effective, or, if exempt, the specific grounds therefor).

ARTICLE IV
RECAPITALIZATION OR CAPITAL ADJUSTMENT

     1.     In the case of any negative stock split, recapitalization or other capital adjustment requiring a change in the form of Share certificates, the Bank will issue Share certificates in the new form in exchange for, or upon transfer of, outstanding Share certificates in the old form, upon receiving:

     (a)     A Certificate authorizing the issuance of Share certificates in the new form;

     (b)     A certified copy of any amendment to the Charter with respect to the change;

     (c)     Specimen Share certificates for each class of Shares in the new form approved by the Board of Directors of the Customer, with a Certificate signed by the Secretary of the Customer as to such approval;

     (d)     A certified copy of the order or consent of each governmental or regulatory authority required by law as a prerequisite to the issuance of the Shares in the new form, and an opinion of counsel for the Customer that the order or consent of no other governmental or regulatory authority is required; and

     (e)     An opinion of counsel for the Customer with respect to the validity of the Shares in the new form and the status of such Shares under the Securities Act of 1933, as amended, and any other applicable law or regulation (i.e., if subject to registration that the Shares have been registered and that the Registration Statement has become effective or, if exempt, the specific grounds therefor).

     2.     The Customer shall furnish the Bank with a sufficient supply of blank Share certificates in the new form, and from time to time will replenish such supply upon the request of the Bank. Such blank Share certificates shall be properly signed, by facsimile or otherwise, by Officers of the Customer authorized by law or by the By-Laws to sign Share Certificates and, if required, shall bear the corporate seal or a facsimile thereof.

ARTICLE V
ISSUANCE AND TRANSFER OF SHARES

     1.     (a)     The Bank will issue Share certificates upon receipt of a Certificate from an Officer, but shall not be required to issue Share certificates after it has received from an appropriate federal or state authority written notification that the sale of Shares has been suspended or discontinued, and the Bank shall be entitled to rely upon such written notification. The Bank shall not be responsible for the payment of any original issue or other taxes required to be paid by the Customer in connection with the issuance of any shares.

     (b)     Shares will be transferred upon presentation to the Bank of Share certificates in form deemed by the Bank properly endorsed for transfer, accompanied by such documents as the Bank deems necessary to evidence the authority of the person making such transfer, and bearing satisfactory evidence of the payment of. applicable. stock transfer taxes. In the case of small estates where no administration is contemplated, the Bank may, when furnished with an appropriate surety bond, and without further approval of the Customer, transfer Shares registered in the name of the decedent where the current market value of the Shares being transferred does not exceed such amount as may from time to time be prescribed by the various states. The Bank reserves the right to refuse to transfer Shares until it is satisfied that the endorsements on Share certificates are valid and genuine, and for that purpose it may require, unless otherwise instructed by an Officer of the Customer, a guaranty of signature by a member firm of the New York Stock Exchange or by a bank or trust company acceptable to the Bank. The Bank also reserves the right to refuse to transfer Shares until it is satisfied that the requested transfer is legally authorized, and it shall incur no liability for the refusal in good faith to make transfers which the Bank, in its judgment, deems improper or unauthorized, or until it is satisfied that there is no basis to any claims adverse to such transfer. The Bank may, in effecting transfers of Shares, rely upon those provisions of the Uniform Act for the Simplification of Fiduciary Security Transfers or the Uniform Commercial Code, as the same may be amended from time to time, applicable to the transfer of securities, and the Customer shall indemnify the Bank for any act done or omitted by it in good faith in reliance upon such laws.

     (c)     All certificates representing Shares that are subject to restrictions on transfer (e.g., securities acquired pursuant to an investment representation, securities held by controlling persons, securities subject to stockholders' agreements, etc.), other than the general restrictions on the transferability of the Shares described in the Prospectus, shall be stamped with a legend describing the extent and conditions of the restrictions or referring to the source of such restrictions. The Bank assumes no responsibility with respect to the transfer of restricted securities where counsel for the Customer advises that such transfer may be properly effected.

     (d)     Notwithstanding the foregoing or any other provision contained in this Agreement to the contrary, the Bank shall be fully protected by the Customer in not requiring any instruments, documents, assurances, endorsements or guarantees, including, without limitation, any signature guarantees, in connection with a transfer of Shares whenever the Bank reasonably believes that requiring the same would be inconsistent with the transfer procedures as described in the Prospectus.

ARTICLE VI
DIVIDENDS AND DISTRIBUTIONS

     1.     The Customer shall furnish to the Bank a copy of a resolution of its Board of Directors, certified by the Secretary or any Assistant Secretary, either (i) setting forth the date of the declaration of a dividend or distribution, the date of accrual or payment, as the case may be, the record date as of which shareholders entitled to payment, or accrual, as the case may be, shall be determined, the amount per Share of such dividend or distribution, the payment date on which all previously accrued and unpaid dividends are to be paid, and the total amount, if any, payable to the Bank on such payment date, or (ii) authorizing the declaration of dividends and distributions on a periodic basis and authorizing the Bank to rely on a Certificate setting forth the information described in subsection (i) of this paragraph.

     2.     Prior to the payment date specified in such Certificate or resolution, as the case may be, the Customer shall, in the case of a cash dividend or distribution, pay to the Bank an amount of cash, sufficient for the Bank to make the payment, specified in such Certificate or resolution, to the shareholders of record as of such payment date. The Bank will, upon receipt of any such cash, (i) in the case of shareholders who are participants in a dividend reinvestment and/or cash purchase plan of the Customer, reinvest such cash dividends or distributions in accordance with the terms of such plan, and (ii) in the case of shareholders who are not participants in any such plan, make payment of such cash dividends or distributions to the shareholders of record as of the record date by mailing a check, payable to the registered shareholder, to the address of record or dividend mailing address. The Bank shall not be liable for any improper payment made in accordance with a Certificate or resolution described in the preceding paragraph. If the Bank shall not receive sufficient cash prior to the payment date to make payments of any cash dividend or distribution pursuant to subsections (i) and (ii) above to all shareholders of the Customer as of the record date, the Bank shall, upon notifying the Customer, withhold payment to all shareholders of the Customer as of the record date until sufficient cash is provided to the Bank.

     3.     It is understood that the Bank shall in no way be responsible for the determination of the rate or form of dividends or distributions due to the shareholders.

     4.     It is understood that the Bank shall file such appropriate information returns concerning the payment of dividends and distributions with the proper federal, state and local authorities as are required by law to be filed by the Customer but shall in no way be responsible for the collection or withholding of taxes due on such dividends or distributions due to shareholders, except and only to the extent required of it by applicable law.

ARTICLE VII
CONCERNING THE CUSTOMER

     1.     The Customer shall promptly deliver to the Bank written notice of any change in the Officers authorized to sign Share certificates, Certificates, notifications or requests, together with a specimen signature of each new Officer. In the event any Officer who shall have signed manually or whose facsimile signature shall have been affixed to blank Share certificates shall die, resign or be removed prior to issuance of such Share certificates, the Bank may issue such Share certificates as the Share certificates of the Customer notwithstanding such death, resignation or removal, and the Customer shall promptly deliver to the Bank such approvals, adoptions or ratifications as may be required by law.

     2.     Each copy of the Charter of the Customer and copies of all amendments thereto shall be certified by the Secretary of State (or other appropriate official) of the state of incorporation, and if such Charter and/or amendments are required by law also to be filed with a county or other officer or official body, a certificate of such filing shall be filed with a certified copy submitted to the Bank. Each copy of the By-Laws and copies of all amendments thereto, and copies of resolutions of the Board of Directors of the Customer, shall be certified by the Secretary or an Assistant Secretary of the Customer under the corporate seal.

     3.     It shall be the sole responsibility of the Customer to deliver to the Bank the Customer's currently effective Prospectus and, for purposes of this Agreement, the Bank shall not be deemed to have notice of any information contained in such Prospectus until it is actually received by the Bank.

ARTICLE VIII
CONCERNING THE BANK

     1.     The Bank shall not be liable and shall be fully protected in acting upon any oral instruction, writing or document reasonably believed by it to be genuine and to have been given, signed or made by the proper person or persons and shall not be held to have any notice of any change of authority of any person until receipt of written notice thereof from an Officer of the Customer. It shall also be protected in processing Share certificates which it reasonably believes to bear the proper manual or facsimile signatures of the duly authorized officers of the Customer and the proper countersignature of the Bank.

     2.     The Bank may establish such additional procedures, rules and regulations governing the transfer or registration of Share certificates as it may deem advisable and consistent with such rules and regulations generally adopted by bank transfer agents.

     3.     The Bank may keep such records as it deems advisable but not inconsistent with resolutions adopted by the Board of Directors of the Customer. The Bank may deliver to the

Customer from time to time at its discretion, for safekeeping or disposition by the Customer in accordance with law, such records, papers, Share certificates which have been cancelled in transfer or exchange and other documents accumulated in the execution of its duties hereunder as the Bank may deem expedient, other than those which the Bank is itself required to maintain pursuant to applicable laws and regulations, and the Customer shall assume all responsibility for any failure thereafter to produce any record, paper, cancelled Share certificate or other document so returned, if and when required. The records maintained by the Bank pursuant to this paragraph which have not been previously delivered to the Customer pursuant to the foregoing provisions of this paragraph shall be considered to be the property of the Customer, shall be made available upon request for inspection by the Officers, employees and auditors of the Customer, and shall be delivered to the Customer upon request and in any event upon the date of termination of this Agreement, as specified in Article IX of this Agreement, in the form and manner kept by the Bank on such date of termination or such earlier date as may be requested by the Customer.

     4.     The Bank may employ agents or attorneys-in-fact at the reasonable expense of the Customer, and shall not be liable for any loss or expense arising out of, or in connection with, the actions or omissions to act of its agents or attorneys-in-fact, so long as the Bank acts in good faith and without negligence or willful misconduct in connection with the selection of such agents or attorneys-in-fact.

     5.     The Bank shall not be liable for any loss or damage, including reasonable attorney's fees, resulting from its actions or omissions to act or otherwise, except for any loss or damage arising out of its own negligence or willful misconduct.

     6.     The Customer shall indemnify and hold harmless the Bank from and against any and all claims (whether with or without basis in fact or law), costs, demands, expenses and liabilities, including reasonable attorney's fees, which the Bank may sustain or incur or which may be asserted against the Bank by reason of or as a result of any action taken or omitted to be taken by the Bank without its own negligence or willful misconduct in reliance upon (i) any provision of this agreement, (ii) the Prospectus, (iii) any instrument, order or Share certificate reasonably believed by it to be genuine and to be signed, countersigned or executed by any duly authorized Officer of the Customer, (iv) any Certificate or other instructions of an Officer, (v) any opinion of legal counsel for the Customer or the Bank, or (vi) any law, act, regulation or any interpretation of the same even though such law, act or regulation may thereafter have been altered, changed, amended or repealed.

     7.     Specifically, but not by way of limitation, the Customer shall indemnify and hold harmless the Bank from and against any and all claims (whether with or without basis in fact or law), costs, demands, expenses and liabilities, including reasonable attorney's fees, of any and every nature which the Bank may sustain or incur or which may be asserted against the Bank in connection with the genuineness of a Share certificate, the Bank's capacity and authorization to issue Shares and the form and amount of authorized Shares.

     8.     At any time the Bank may apply to an Officer of the Customer for written instructions with respect to any matter arising in connection with the Bank's duties and obligations under this Agreement, and the Bank shall not be liable for any action taken or omitted to be taken by the Bank in good faith in accordance with such instructions. Such

application by the Bank for instructions from an Officer of the Customer may, at the option of the Bank, set forth in writing any action proposed to be taken or omitted to be taken by the Bank with respect to its duties or obligations under this Agreement and the date on and/or after which such action shall be taken, and the Bank shall not be liable for any action taken or omitted to be taken in accordance with a proposal included in any such application on or after the date specified therein unless, prior to taking or omitting to take any such action, the Bank has received written instructions in response to such application specifying the action to be taken or omitted. The Bank may consult counsel to the Customer or its own counsel, at the expense of the Customer, and shall be fully protected with respect to anything done or omitted by it in good faith in accordance with the advice or opinion of such counsel.

     9.     When mail is used for delivery of non-negotiable Share certificates, the value of which does not exceed the limits of the Bank's Blanket Bond, the Bank shall send such non-negotiable Share certificates by first class mail, and such deliveries will be covered while in transit by the Bank's Blanket Bond. Non-negotiable Share certificates, the value of which exceed the limits of the Bank's Blanket Bond, will be sent by insured registered mail. Negotiable Share certificates will be sent by insured registered mail. The Bank shall advise the Customer of any Share certificates returned as undeliverable after being mailed as herein provided for.

     10.     The Bank may issue new Share certificates in place of Share certificates represented to have been lost, stolen or destroyed upon receiving instructions in writing from an Officer and indemnity satisfactory to the Bank. Such instructions from the Customer shall be in such form as approved by the Board of Directors of the Customer in accordance with applicable law or the By-Laws of the Customer governing such matters. If the Bank receives written notification from the owner of the lost, stolen or destroyed Share certificate within a reasonable time after he has notice of it, the Bank shall promptly notify the Customer and shall act pursuant to written instructions signed by an Officer. If the Customer receives such written notification from the owner of the lost, stolen or destroyed Share certificate within a reasonable time after he has notice of it, the Customer shall promptly notify the Bank and the Bank shall act pursuant to written instructions signed by an Officer. The Bank shall not be liable for any act done or omitted by it pursuant to the written instructions described herein. The Bank may issue new Share certificates in exchange for, and upon surrender of, mutilated Share certificates.

     11.     The Bank will issue and mail subscription warrants for Shares, Shares representing stock dividends, exchanges or splits, or act as conversion agent upon receiving written instructions from an Officer and such other documents as the Bank may deem necessary.

     12.     The Bank will supply shareholder lists to the Customer from time to time upon receiving a request therefor from an Officer of the Customer.

     13.     In case of any requests or demands for the inspection of the shareholder records of the Customer, the Bank will notify the Customer and endeavor to secure instructions from an officer as to such inspection. The Bank reserves the right, however, to exhibit the shareholder records to any person whenever it is advised by its counsel that there is a reasonable likelihood that the Bank will be held liable for the failure to exhibit the shareholder records to such person.

     14.     At the request of an Officer, the Bank will address and mail such appropriate notices to shareholders as the Customer may direct.

     15.     Notwithstanding any provisions of this Agreement to the contrary, the Bank shall be under no duty or obligation to inquire into, and shall not be liable for:

     (a)     The legality of the issue, sale or transfer of any Shares, the sufficiency of the amount to be received in connection therewith, or the authority of the Customer to request such issuance, sale or transfer;

     (b)     The legality of the purchase of any Shares, the sufficiency of the amount to be paid in connection therewith, or the authority of the Customer to request such purchase;

     (c)     The legality of the declaration of any dividend by the Customer, or the legality of the issue of any Shares in payment of any stock dividend; or

     (d)     The legality of any recapitalization or readjustment of the Shares.

     16     The Bank shall be entitled to receive and the Customer hereby agrees to pay to the Bank for its performance hereunder (i) out-of-pocket expenses (including reasonable attorney's fees and expenses) incurred in connection with this Agreement and its performance hereunder, and (ii) the compensation for services as set forth in Schedule I..

     17.     The Bank shall not be responsible for any money, whether or not represented by any check, draft or other instrument for the payment of money, received by it on behalf of the Customer, until the Bank actually receives and collects such funds.

     18.     The Bank shall have no duties or responsibilities whatsoever except such duties and responsibilities as are specifically set forth in this Agreement, and no covenant or obligation shall be implied against the Bank in connection with this Agreement.

ARTICLE IX
TERMINATION

     Either of the parties hereto may terminate this Agreement by giving to the other party a notice in writing specifying the date of such termination, which shall be not less than 60 days after the date of receipt of such notice. In the event such notice is given by the Customer, it shall be accompanied by a copy of a resolution of the Board of Directors of the, Customer, certified by the Secretary electing to terminate this Agreement and designating a successor transfer agent or transfer agents. In the event such notice is given by the Bank, the Customer shall, on or before the termination date, deliver to the Bank a copy of a resolution of its Board of Directors certified by the Secretary designating a successor transfer agent or transfer agents. In the absence of such designation by the Customer, the Bank may designate a successor transfer agent. If the Customer fails to designate a successor transfer agent and if the Bank is unable to find a successor transfer agent, the Customer shall, upon the date specified in the notice of termination of this Agreement and delivery of the records maintained hereunder, be deemed to be its own transfer agent and the Bank shall thereafter be relieved of all duties and responsibilities hereunder. Upon termination

hereof, the Customer shall pay to the Bank such compensation as may be due to the Bank as of the date of such termination, and shall reimburse the Bank for any disbursements and expenses made or incurred by the Bank and payable or reimbursable hereunder.

ARTICLE X
MISCELLANEOUS

1.      The Customer agrees that prior to effecting any change in the Prospectus which would increase or alter the duties and obligations of the Bank hereunder, it shall advise the Bank of such proposed change at least ten business days prior to the intended date of the same, and shall proceed with such change only if it shall have received the written consent of the Bank thereto.

2.     The indemnities contained herein shall be continuing obligations of the Customer, its successors and assigns, notwithstanding the termination of this Agreement.

3.      Any notice or other instrument in writing, authorized or required by this Agreement to be given to the Customer shall be sufficiently given if addressed to the Customer and mailed or delivered to it at 000 Xxxxxxxx Xxxx Xxxx, Xxxxxxxxxx, XX 00000 or at such place as the Customer may from time to time designate in writing.

4.     Any notice or other instrument in writing, authorized or required by this Agreement to be given to the Bank shall be sufficiently given if addressed to the Bank and mailed or delivered to it at its office at 000 Xxxxxxx Xxxxxx (00X), Xxx Xxxx, Xxx Xxxx 00000 or at such other place as the Bank may from time to time designate in writing.

5.      This Agreement may not be amended or modified in any manner except by a written agreement duly authorized and executed by both parties. Any duly authorized Officer may amend any Certificate naming Officers authorized to execute and deliver Certificates, instructions, notices or other instruments, and the Secretary or any Assistant Secretary may amend any Certificate listing the shares of capital stock of the Customer for which the Bank performs Services hereunder.

6.      This Agreement shall extend to and shall be binding upon the parties hereto and their respective successors and assigns; provided however, that this Agreement shall not be assignable by either party without the prior written consent of the other party.

7.      This Agreement shall be governed by and construed in accordance with the laws of the State of New York.

8.      This Agreement may be executed in any number of counterparts each of which shall be deemed to be an original; but such counterparts, together, shall constitute only one instrument.

9.      The provisions of this Agreement are intended to benefit only the Bank and the Customer, and no rights shall be granted to any other person, by virtue of this Agreement.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their respective corporate officer, thereunto duly authorized and their respective corporate seals to be hereunto affixed, as of the day and year first above written.

Attest: __________________________		MUNIYIELD MICHIGAN FUND, INC. BY: ______________________________ Title:
Attest: __________________________		THE BANK OF NEW YORK BY: _______________________________ Title:

MUNIYIELD MICHIGAN FUND, INC.

STOCK TRANSFER FEE SCHEDULE
January 3, 1992

	Account Maintenance Fee, (per account)	$2.64
	Certificate Issuance (per certificate)	$1.20
	Check Issuance Fee (per check)	$0.25

Fees will be billed monthly and include all services, as illustrated below. Fees will remain in effect for a period of 2 years from the date of our appointment.

Account Maintenance:

We will:

• Maintain all shareholder name and address records and process all changes.
• Issue and register all certificates.
• Record all certificate transactions.
• Answer shareholder inquiries, including written correspondence.
• Provide hard-copy or microfiche reports of daily transfer activity.
• Address, insert and mail up to three quarterly reports and one annual report. (The material must be adaptable to automatic equipment.)
• Address, insert and mail proxy cards and standard proxy material for annual meeting. (The material must be adaptable to automatic equipment.)
• Tabulate proxies and provide terminal access to our database for your annual meeting.
• Provide a secondary proxy mailing to shareholders who have not voted.
• Provide a shareholder list and a final voted and unvoted list as of the annual meeting date.
• Mail W-9 certifications.
• Solicit taxpayer identification numbers on new accounts.
• Issue, enclose and reconcile each dividend check.
• File IRS Forms 1099 and 1096 covering dividends paid, plus Forms 1042S and 1042 NRA Tax (for foreign holders).

• Initiate mailings to shareholders with uncashed dividend checks over one year old.
• Cease delivery of checks to undeliverable accounts.
• Provide escheatment reporting.
• Provide arrangements for handling restricted stock.
• Process all stock options.
• Place, remove and maintain all stop transfers.
• Process all legal transfers.
• Replace all lost, stolen or destroyed checks and certificates.
• Provide three analytical reports as follows:
  1 Geographical Analysis
  1 Class Code Analysis
  1 Share Range Analysis
• Install and provide access via company terminal to The Bank of New York database. Training will be completed on site at your offices by personnel from by The Bank of New York.

Dividend Reinvestment Plan

Account Maintenance Fee.............................. $3.00

This account maintenance fee will be billed monthly at a rate of $0.25 per dividend reinvestment account record.

We will:

• Reinvest each dividend
• Process terminations
• Process optional cash payments and send acknowledgements
• Provide an efficient way of purchasing and selling shares through our Discount Brokerage services. This service is affiliated with our Trust Sector and will be provided at a discounted rate.

TERMS OF PROPOSAL

• The Bank of New York does not levy a conversion charge or setup fee for assumption of records in an automated tape format in connection with our appointment as Transfer Agent and Registrar. Any charges made by your existing agent in connection with our assumption of your shareholder records in an automated tape format would be passed through to your account.
• Out-of-pocket expenses are defined as costs paid by The Bank of New York for the purchase of goods or services required to fulfill our obligations under our agreement. These expenses may include, but not be limited to, postage, insurance on physical transfer items, and costs for obtaining prices for security valuations. These expenses are billed at our cost, on a pro-rata basis for goods and services received.
• There will not be a usage charge applied for utilizing the Bank's Stock Transfer Inquiry System. Connect time will be billed at cost, based on a dedicated line or dial-up expense.
• For issuing purchase warrants, stock dividends and splits, the handling of tenders & exchanges of stock, subscriptions, preparing state information returns, and any other services not covered by this fee schedule, charges will be based on an analysis and appraisal of the services rendered.
• All fees are based upon the use of automatic equipment. Any services requiring manual processing and/or overtime, will result in a special or higher charge.
• The Bank of New York's minimum charge is $10,000. If at the end of each year (12 months from appointment date) the total fees are less than the minimum, the difference will be billed to your account. The fees are charged on a monthly basis.
• In the event that we do not enter into a written agreement within three months of the date of this proposal, this offer will be subject to revision.

Proposal Submitted by: ______________________
Xx. Xxxxx X. May
Assistant Treasurer
The Bank of New York
January 3, 1992

Proposal Accepted by:	______________________ MuniYield Michigan Fund, Inc.
Date:	______________________

SECRETARY'S CERTIFICATE

      The undersigned, ______________________, hereby certifies that he or she is the duly elected and acting Secretary of _______________________, a _________________________ corporation (the "Corporation"), and further certifies that the following resolutions were adopted by the Board of Directors of the Corporation at a meeting duly held on __________________________, at which a quorum was at all times present and that such resolutions have not been modified or rescinded and are in full force and effect as of the date hereof.

RESOLVED, that The Bank of New York, a New York Trust company with its principal offices located at 00 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, be and it hereby is appointed Transfer Agent/Registrar for all of the shares

of the_______________________________________stock

(Class of Stock)

of the_______________________________________stock

(Class of Stock)

of the_______________________________________stock

(Class of Stock)

of the_______________________________________stock

(Class of Stock)

of the Corporation; and further

Resolved that the following individuals have been duly authorized by the Board of Directors of the Corporation in conformity with the Corporation's Articles of Incorporation and By-Laws to execute any certificate, instruction, notice or other instrument, including an amendment hereto, or to give oral instruction on behalf of the Corporation, and the signatures set forth opposite their respective names are their true and correct signatures.

Name and Title Signature

Name and Title Signature

RESOLVED, that the President, any Vice President, or any other proper officer of the Corporation, and each of them individually is hereby authorized on behalf of the Corporation to execute and deliver a Transfer Agency Agreement with The Bank of New York substantially in the form attached hereto; and further

RESOLVED, that The Bank of New York, be and is hereby authorized and directed to issue and register respectively from time to time, without further action or approval by or on behalf of the Corporation, a new certificate or certificates of stock of the Corporation to replace a certificate or certificates reported lost, stolen or destroyed, upon receipt by The Bank of New York of an Affidavit of Loss and surety company Open Penalty Bond of Indemnity, in which the Corporation is an Obligee, or is included as an Obligee to the same extent as though its name was set forth in full therein, in form satisfactory to The Bank of New York in each instance; and further

RESOLVED, that said Bond of Indemnity may be a blanket bond and said Affidavit of Loss may be an affidavit relating to the non-receipt by an addressee of a certificate or certificates for such stock mailed by The Bank of New York.

The undersigned hereby certifies the following facts:

1.      The authorized and outstanding stock of the Corporation are as follows (List shares outstanding in any old names and their value for exchange. (If none, so state):

		Number of Shares
		Authorized by
		Certificate of	Authorized	Total Issued
Class	Par Value	Incorporation	For Issue	Treasury	Outstanding

Number of Shares

2.      Set forth below arc the number of authorized but unissued shares of said stock of this Corporation reserved for the purposes indicated:

3.      The name and address of legal counsel for the Corporation is

4.      The names and addresses of all of the Transfer Agents and Registrars of the Stock of the Corporation other than The Bank of New York as follows (If none, so state):

Class of Stock Transfer Agent(s) Registrar(s)

5.      The consolidated records of all stockholders accounts showing shares held and a complete record of all stock certificates outstanding is to be maintained by the Transfer Agent.

IN WITNESS WHEREOF, I have hereunto set my hand and the seal of the Corporation as of the _____ day of _________________.

________________________

Secretary