<DOCUMENT>
<TYPE>EX-99.(13)(D)(I)
<SEQUENCE>17
<FILENAME>c95826a1exv99wx13yxdyxiy.txt
<DESCRIPTION>LETTER OF REPRESENTATIONS
<TEXT>
<PAGE>

                                                               EXHIBIT 13 (d)(i)

                                                June 10, 1992

The Depository Trust Company
55 Water Street
New York, New York 10041

Attention: General Counsel's Office

           Re: Van Kampen Merritt Municipal
               Opportunity Trust Auction Preferred
               Shares of Beneficial Interest ("APS")

Ladies and Gentlemen:

            The purpose of this letter is to set forth certain matters relating
to the issuance and sale by Van Kampen Merritt Municipal Opportunity Trust (the
"Fund") of 1,500 shares of each series of its preferred shares of beneficial
interest, par value $.01 per share, liquidation preference $50,000 per share,
designated as Auction Preferred Shares, Series A ("APS Series A") and Auction
Preferred Shares, Series B ("APS Series B") (collectively, the APS Series A and
APS Series B are referred to herein as the "APS"), pursuant to the Fund's
Declaration of Trust (as defined below). Pursuant to the auction agency
agreement, dated as of June 10, 1992 (the "Auction Agency Agreement"), between
the Fund and Bankers Trust Company ("Bankers Trust"), Bankers Trust will act as
the auction agent, transfer agent, registrar and dividend and redemption price
disbursing agent and agent for certain notifications for the Fund in connection
with the shares of each series of APS (hereinafter referred to, when acting in
any such capacity, as the "Auction Agent").

            Pursuant to an underwriting agreement, dated June 5, 1992 (the
"Underwriting Agreement"), among Goldman, Sachs & Co., Smith Barney, Harris
Upham & Co. Incor-

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The Depository Trust Company
June 10, 1992
Page Two

porated, Prudential Securities Incorporated, A.G. Edwards & Sons, Inc.,
Oppenheimer & Co., Inc. and BT Securities Corporation (the "Underwriters"), the
Fund and Van Kampen Merritt Investment Advisory Corp. (the "Adviser"), the
Underwriters have agreed to purchase from the Fund, and the Fund has agreed to
issue and sell to the Underwriters, the shares of each of APS Series A and APS
Series B. Pursuant to the requirements of the Securities Act of 1933, as
amended, the Fund has filed with the Securities and Exchange Commission a
Registration Statement on Form N-2 and a prospectus contained therein (the
"Prospectus") concerning the issuance of the APS, which includes, among other
things, a description of the role of The Depository Trust Company ("DTC") with
respect to such APS. Attached hereto is a copy of the Prospectus.

            Capitalized terms not otherwise defined herein shall have the
respective meanings set forth in the Declaration of Trust (as defined below), a
copy of which is attached hereto, unless the context otherwise requires.

            To induce DTC to accept the APS as eligible for deposit at DTC and
to act in accordance with its rules with respect to the APS, the Fund and the
Auction Agent agree with DTC as follows:

                  1. The Fund shall cause the Underwriters to deliver at the
            closing with respect to the Underwriting Agreement, which is
            scheduled for June 10, 1992, for deposit with DTC one share
            certificate with respect to each series of APS (each an "APS
            Certificate"), which certificate will represent the total number of
            shares of each respective series of APS issued and registered in the
            name of DTC's nominee, Cede & Co. ("Cede"), and each such APS
            Certificate shall remain in DTC's custody as provided herein.

                  2. The Fund's Declaration of Trust, as amended, including the
            Certificate of Vote (sometimes referred to herein together with the
            Fund's Declaration of Trust as the "Declaration of Trust")
            establishing the rights and preferences of the shares of each series
            of APS, provides for the solicitation of consents from

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The Depository Trust Company
June 10, 1992
Page Three

            and voting by Holders of the shares of each series of APS under
            certain circumstances. The Fund shall establish a record date for
            such purposes and give DTC notice of such record date not less than
            15 calendar days in advance of such record date to the extent
            possible.

                  3. If fewer than all of the shares of any series of APS are to
            be redeemed pursuant to Part I, Section 3 of the Certificate of
            Vote, the number of shares of such series of APS to be redeemed
            shall be determined by the Board of Trustees of the Fund and the
            Fund shall notify the Auction Agent and DTC by 1:00 p.m., New York
            City time, (A) in the case of an optional redemption at least 30
            days prior to the earliest date on which such redemption shall occur
            and (B) in the case of a mandatory redemption, if the Fund shall
            have received the relief from the Securities and Exchange Commission
            described in the Prospectus with respect to mandatory redemptions,
            on the second Business Day preceding the redemption date established
            by the Board of Trustees and specified in such notice. By the close
            of business on the day on which the Auction Agent receives a Notice
            of Redemption from the Fund, the Auction Agent will give telephonic
            notice to DTC, and the Auction Agent shall give DTC a hand delivered
            copy of such notice which will be marked "TIME CRITICAL" and shall
            include a copy addressed to Vice President, Reorganization
            Department (which call notice shall include the aggregate number of
            shares of such series of APS to be redeemed). Unless certificates
            representing the shares of such series of APS are held by Holders
            other than DTC or its nominee, DTC, upon receipt of a Notice of
            Redemption from the Auction Agent, will determine by lot the number
            of shares of such series of APS to be redeemed from the account of
            each DTC Participant ("Participant"). DTC shall use its best efforts
            to complete such lottery and notify the Auction Agent of the results
            of such lottery by 10:00 a.m., New York City time, on the Business
            Day

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The Depository Trust Company
June 10, 1992
Page Four

            following the date on which DTC receives the call notice from the
            Auction Agent. DTC shall notify the Auction Agent by such time of
            each Participant that has credited to its DTC account shares of such
            series of APS that are selected for redemption by DTC and shall,
            using its best efforts, provide the Auction Agent with the names of
            the persons or departments at each such Participant to be contacted
            regarding such redemption. The Auction Agent will in turn determine
            by lot the number of shares of such series of APS to be redeemed
            from the accounts of the Existing Holders of shares of such series
            of APS whose Participants have been selected in sufficient time to
            enable the Auction Agent to notify the Broker-Dealer and such
            Existing Holders as provided in the Auction Agency Agreement.

                  4. The Declaration of Trust provides that the dividend rate
            for the shares of each series of APS may vary from time to time
            based upon the results of the implementation of the Auction
            Procedures set forth in Part II of the Certificate of Vote. The
            Auction Agent shall telecopy notice to Manager, Announcements,
            Dividends Department, The Depository Trust Company, at (212)
            709-1264, of the Applicable Rate and the Dividend Payment Date with
            respect to the shares of each series of APS (the "Dividend Rate
            Notices") no later than the day following each Auction after
            implementation of such procedures and shall verify receipt by DTC of
            such notice by contacting the Supervisor, Announcements, Dividends
            Department, The Depository Trust Company, at (212) 709-1270. The
            Auction Agent shall make available, by telecopy, facsimile or other
            similar means, to Interactive Data Services, Inc., or any other
            announcement service to which DTC may subscribe, the Applicable Rate
            and the Dividend Payment Date on each Auction Date after
            implementation of such procedures.

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The Depository Trust Company
June 10, 1992
Page Five

                  5. The Prospectus indicates that each purchaser of shares of
            any series of APS or its Broker-Dealer must sign a Master
            Purchaser's Letter which contains provisions restricting transfer of
            such APS. The Fund and the Auction Agent acknowledge that so long as
            Cede is the sole record owner of shares of any series of APS, it
            shall be entitled to all voting rights applicable to such APS and to
            receive the full amount of all dividends, liquidation proceeds and
            redemption proceeds payable with respect to such APS. The Fund and
            the Auction Agent acknowledge that DTC shall treat any Participant
            having shares of any series of APS credited to its DTC account as
            entitled to the full benefits of ownership of such APS even if the
            crediting of shares of such APS to the DTC accounts of such
            Participant results from transfers or failures to transfer in
            violation of the provisions of the Master Purchaser's Letter.
            Without limiting the generality of the preceding sentence, the Fund
            and the Auction Agent acknowledge that DTC shall treat any
            Participant having shares of any series of APS credited to its DTC
            account as entitled to receive dividends, distributions and voting
            rights, if any, in respect of such APS and, subject to Section 11
            hereof, to receive certificates evidencing such APS if such
            certificates are to be issued in accordance with the Fund's
            Declaration of Trust. (The treatment by DTC of the effects of the
            crediting by it of shares of such series of APS to the accounts of
            Participants described in the preceding two sentences shall not
            affect the rights of the Fund, participants in Auctions relating to
            shares of such series of APS or purchasers, sellers or Holders of
            shares of such series of APS against any Participant.) DTC shall
            have no responsibility to ascertain that any transfer of shares of
            any series of APS is made in accordance with the provisions of the
            Master Purchaser's Letter.

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The Depository Trust Company
June 10, 1992
Page Six

                  6. All notices and payment advices sent to DTC shall contain
            the CUSIP number set forth in the respective APS Certificate.

                  7. Notices to DTC by facsimile transmission shall be sent to
            (212) 709-1093 or (212) 709-1094. Notices to DTC by any other means
            shall be sent to:

                  Manager, Reorganization Department
                  Reorganization Window
                  The Depository Trust Company
                  7 Hanover Square, 23rd Floor
                  New York, New York 10004

                  8. Dividend payments shall be received by Cede, as nominee of
            DTC, or its registered assigns in same-day funds on each payment
            date (or the equivalent in accordance with existing arrangements
            between the Fund or the Auction Agent and DTC). Such payments shall
            be made payable to the order of "Cede & Co." Absent any ether
            existing arrangements such payments shall be addressed as follows:

                  Manager, Cash Receipts, Dividends
                  The Depository Trust Company
                  7 Hanover Square, 24th Floor
                  New York, New York 10004

                  9. Redemption payments shall be made in same-day funds by the
            Auction Agent in the manner set forth in the SDFS Paying Agent
            Operating Procedures (a copy of which previously has been furnished
            to the Auction Agent).

                  10. DTC may direct the Action Agent to use any other telephone
            number for facsimile transmission, address or department of DTC as
            the number, address or department to which payments of dividends,
            redemption proceeds or notices may be sent.

                  11. In the event of a partial redemption necessitating a
            reduction in the number of

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The Depository Trust Company
June 10, 1992
Page Seven

            outstanding shares of any series of APS, DTC, in its discretion, (a)
            may request the Fund to direct the Auction Agent to issue and
            authenticate a new APS Certificate with respect to the shares of the
            respective series of APS in exchange for surrender of the old APS
            Certificate with respect to such series or (b) shall make an
            appropriate notation on the APS Certificate with respect to such
            series indicating the date and amounts of such reduction in the
            outstanding shares of such series of APS, except in the case of
            final redemption of shares of such series of APS in which case the
            APS Certificate with respect to such series must be surrendered to
            the Auction Agent prior to payment.

                  12. In the event that beneficial owners of shares of any
            series of APS shall be able to obtain certified shares, the Auction
            Agent may notify DTC of the availability of certificates
            representing the ownership of shares of such series of APS. In such
            event, the Auction Agent will issue, transfer and exchange APS
            Certificates with respect to such series as required by DTC and
            others in appropriate amounts.

                  13. Whenever DTC requests the Fund and the Auction Agent to do
            so, the Auction Agent and the Fund will cooperate with DTC in taking
            appropriate action to make available one or more separate
            certificates evidencing shares of any series of APS to any
            Participant having shares of such series of APS credited to its DTC
            account.

                  14. DTC may determine to discontinue providing its services as
            securities depository with respect to shares of any series of APS at
            any time by giving 90 days written notice to the Fund and the
            Auction Agent (at which time DTC will confirm with the Auction Agent
            the aggregate amount of outstanding shares of such series of APS).
            Under such circumstances, at DTC's request the Fund or the Auction
            Agent

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The Depository Trust Company
June 10, 1992
Page Eight

            will cooperate with DTC in taking appropriate action to make
            available one or more separate certificates evidencing shares of
            such series of APS to any Participant having shares of such series
            of APS credited to its DTC account.

                  15. The Fund hereby authorizes DTC to provide to the Auction
            Agent position listings of its Participants with respect to shares
            of any series of APS from time to time at the request of the Auction
            Agent and upon DTC's receipt of its customary fee, and also
            authorizes DTC in the event of a partial redemption of shares of any
            series of APS to provide the Auction Agent, upon request, with the
            names of those Participants whose position in such APS has been
            selected for redemption by DTC. DTC agrees to use its best efforts
            to notify the Auction Agent of those Participants whose position in
            shares of such series of APS has been selected for redemption by DTC
            and to provide the Auction Agent with the names of the person or
            department at such Participants to contact regarding such
            redemption. The Fund authorizes the Auction Agent to provide DTC
            with such signatures, examples of signatures and authorizations to
            act as may be deemed necessary to DTC to permit DTC to discharge its
            obligations to its Participants and appropriate regulatory
            authorities.

                  This authorization, unless revoked by the Fund, shall continue
            with respect to shares of each series of APS while shares of each
            such series of APS are on deposit at DTC, until and unless the
            Auction Agent shall no longer be acting. In such event, the Fund
            shall provide DTC with similar evidence of authorization of any
            successor thereto to so act. Such requests for securities positions
            shall be addressed as follows:

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The Depository Trust Company
June 10, 1992
Page Nine

                  Supervisory; Proxy
                  Reorganization Department
                  The Depository Trust Company
                  7 Hanover Square; 23rd Floor
                  New York, NY 10004-2695
                  Phone (212) 789-6870
                  Fax (212) 709-6896

                  16. (a) The Prospectus indicates that the Fund may at any time
            designate a Special Dividend Period with respect to shares of any
            series of APS prior to the commencement of such Special Dividend
            Period. In the event of such designation, the Fund will notify DTC
            in writing at least seven days prior to the Auction Date relating to
            such Special Dividend Period of all details concerning the Special
            Dividend Period. If the new dividend for a Special Dividend Period
            is to be payable on more than one Dividend Payment Date, such notice
            shall state all such Dividend Payment Dates and payment factors
            associated with such Dividend Period. The Auction Agent shall also
            notify DTC of each upcoming Dividend Payment Date on the business
            day after the preceding Dividend Payment Date.

                  (b) The Fund will notify DTC, at least 10 business days prior
            to the payment date for an Additional Dividend (as defined in the
            Prospectus) in respect of shares of any series of APS, of (i) the
            record date for Holders of shares of such series of APS entitled to
            receive Additional Dividends, (ii) the amount of Additional
            Dividends payable an a per share basis to such Holders and (ii) the
            CUSIP number set forth on the share certificate representing shares
            of such series of APS.

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The Depository Trust Company
June 10, 1992
Page Ten

            If you are in agreement with the terms of this Letter Agreement,
please execute the Letter Agreement in the space provided below.

                                    Very truly yours,

                                    VAN KAMPEN MERRITT
                                       MUNICIPAL OPPORTUNITY TRUST

                                    By: /s/ Dennis J. McDonnell
                                        -----------------------
                                    Name: Dennis J. McDonnell
                                    Title: President

                                    BANKERS TRUST COMPANY
                                          as auction agent

                                    By:  /s/ Sandra Becker
                                         -----------------
                                    Name: Sandra Becker
                                    Title: Assistant Treasurer

Accepted as of the date
first written above

THE DEPOSITORY TRUST COMPANY

By:  /s/ Richard B. Nesson
     ---------------------
Name:
Title: General Counsel

(enclosures)

cc: Goldman, Sachs & Co.
    Smith Barney, Harris Upham & Co.
       Incorporated
    Prudential Securities Incorporated
    A.G. Edwards & Sons, Inc.
    Oppenheimer & Co., Inc.
    BT Securities Corporation
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</DOCUMENT>
