<DOCUMENT>
<TYPE>EX-99.(13)(D)(I)
<SEQUENCE>18
<FILENAME>c93083a1exv99wx13yxdyxiy.txt
<DESCRIPTION>LETTER OF REPRESENTATIONS
<TEXT>
<PAGE>

                                                             EXHIBIT (13)(d)(i)
                                 March 10, 1992

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

Attention: General Counsel's Office

                  Re: Van Kampen Merritt Trust For Investment
                      Grade Municipals 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 Trust For Investment Grade
Municipals (the "Fund") of 1,300 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"),
Auction Preferred Shares, Series B ("APS Series B"), Auction Preferred Shares,
Series C ("APS Series C"), and Auction Preferred Shares, Series D ("APS Series
D") (collectively, the APS Series A, APS Series B, APS Series C and APS Series D
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
March 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 March 5, 1992 ("ACD
Underwriting Agreement"), among Goldman, Sachs & Co., Smith Barney, Harris Upham
& Co. Incorporated, PaineWebber Incorporated, Prudential Securities
Incorporated, Oppenheimer & Co., Inc. and A.G. Edwards & Sons, Inc. (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, APS Series C and APS Series D. Pursuant to a separate underwriting
agreement, dated March 5, 1992 ("B Underwriting Agreement"),

<PAGE>

The Depositary Trust Company
March 10, 1992
Page Two

among the Underwriters, the Fund and 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 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 closings
with respect to the ACD Underwriting Agreement and the B Underwriting Agreement,
each of which is scheduled for March 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 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.

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 The Depositary
Trust

<PAGE>

The Depositary Trust Company
March 10, 1992
Page Three

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 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.

            3. 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

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The Depositary Trust Company
March 10, 1992
Page Four

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.

            4. 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.

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

            6. 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:

<PAGE>

The Depositary Trust Company
March 10, 1992
Page Five

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

            7. 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 other 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

            8. 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).

            9. DTC may direct the Auction 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.

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

<PAGE>

The Depositary Trust Company
March 10, 1992
Page Six

            11. 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.

            12. 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.

            13. 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 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.

            14. 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.

<PAGE>

The Depositary Trust Company
March 10, 1992
Page Seven

            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:

            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

            15. (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 on 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.

<PAGE>


The Depositary Trust Company
March 10, 1992
Page Eight

            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
                                            TRUST FOR INVESTMENT
                                            GRADE MUNICIPALS

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

                                          BANKERS TRUST COMPANY
                                            as auction agent

                                          By: /s/ Anne Hartnett
                                              --------------------------
                                          Name: Anne Hartnett
                                          Title: Assistant Treasurer

Accepted as of the date first written above

THE DEPOSITORY TRUST COMPANY

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

(enclosures)

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