<DOCUMENT>
<TYPE>EX-99.(2)(C)
<SEQUENCE>2
<FILENAME>c10954exv99wx2yxcy.txt
<DESCRIPTION>AMENDED AND RESTATED BY-LAWS
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                                                                  Exhibit (2)(c)

                VAN KAMPEN TRUST FOR INVESTMENT GRADE MUNICIPALS

                                     BY-LAWS
                    AMENDED AND RESTATED AS OF APRIL 21, 2005

These amended and restated By-Laws (the "By-Laws") are made and adopted pursuant
to Section 3.8 of the Declaration of Trust establishing VAN KAMPEN TRUST FOR
INVESTMENT GRADE MUNICIPALS as from time to time amended (hereinafter called the
Declaration"). All words and terms capitalized in these amended and restated
By-Laws shall have the meaning or meanings set forth for such words or terms in
the Declaration.

                                    ARTICLE I
                              SHAREHOLDER MEETINGS

Section 1.1. Chairman. The Chairman, if any, shall act as chairman at all
meetings of the Shareholders; in his absence, the Trustee or Trustees present at
each meeting may elect a temporary chairman for the meeting, who may be one of
themselves.

Section 1.2. Proxies; Voting. Shareholders may vote either in person or by duly
executed proxy and each full share represented at the meeting shall have one
vote, all as provided in Article 10 of the Declaration. No proxy shall be valid
after eleven (11) months from the date of its execution, unless a longer period
is expressly stated in such proxy. The placing of a shareholder's name on a
proxy pursuant to telephone or electronically transmitted instructions obtained
pursuant to procedures reasonably designed to verify that such instructions have
been authorized by such shareholder shall constitute execution of such proxy by
or on behalf of such shareholder.

Section 1.3. Closing of Transfer Books and Fixing Record Dates. For the purpose
of determining the Shareholders who are entitled to notice of or to vote or act
at any meeting, including any adjournment thereof, or who are entitled to
participate in any dividends, or for any other proper purpose, the Trustees may
from time to time close the transfer bonds or fix a record date in the manner
provided in Section 10.3 of the declaration. If the Trustees do not prior to any
meeting of Shareholders so fix a record date or close the transfer books, then
the date of mailing notice of the meeting or the date upon which the dividend
resolution is adopted, as the case may be, shall be the record date.

Section 1.4. Inspectors of Election. In advance of any meeting of Shareholders,
the Trustees may appoint Inspectors of Election to act at the meeting or any
adjournment thereof. If Inspectors of Election are not so appointed, the
Chairman, if any, of any meeting of Shareholders may, and on the request of any
Shareholder or his proxy shall, appoint Inspectors of Election of the meeting.
The number of Inspectors shall be either one or three. If appointed at the
meeting on the request of one or more Shareholders or proxies, a majority of
Shares present shall determine whether one or three Inspectors are to be
appointed, but failure to allow such determination by the Shareholders shall not
affect the validity of the appointment of Inspectors of Election. In case any
person appointed as Inspector fails to appear or fails or refuses to act, the
vacancy may be filled by appointment made by the Trustees in advance of the
convening of the meeting or at the meeting by the person acting as chairman. The
Inspectors of Election shall determine the number of Shares outstanding, the
Shares represented at the meeting,


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the existence of a quorum, the authenticity, validity and effect of proxies,
shall receive votes, ballots or consents, shall hear and determine all
challenges and questions in any way arising in connection with right to vote,
shall count and tabulate all votes or consents, determine the results, and do
such other acts as may be proper to conduct the election or vote with fairness
to all Shareholders. If there are three Inspectors of Election, the decision,
act or certificate of a majority is effective in all respects as the decision,
act or certificate of all. On request of the Chairman, if any, of the meeting,
or of any Shareholder or his proxy, the Inspectors of Election shall make a
report in writing of any challenge or question or matter determined by them and
shall execute a certificate of any facts found by them.

Section 1.5. Records at Shareholder Meetings. At each meeting of the
Shareholders there shall be open for inspection the minutes of the last previous
Meeting of Shareholders of the Trust and a list of the Shareholders of the
Trust, certified to be true and correct by the Secretary or other proper agent
of the Trust, as of the record date of the meeting or the date of closing of
transfer books, as the case may be. Such list of Shareholders shall contain the
name of each Shareholder in alphabetical order and the address of Shares owned
by such Shareholder. Shareholders shall have such other rights and procedures of
inspection of the books and records of the Trust as are granted to shareholders
of a Massachusetts business corporation.

                                   ARTICLE II
                                    TRUSTEES

Section 2.1. Trustees Meeting. The Trustees shall hold an annual meeting for the
election of officers and the transactions of other business which may come
before such meeting. Neither the business to be transacted at, nor the purpose
of, any meeting of the Board of Trustees need be stated in the notice or waiver
of notice of such meeting, and no notice need be given of action proposed to be
taken by unanimous written consent.

Section 2.2. Chairman; Records. The Chairman, if any, shall act as chairman at
all meetings of the Trustees; in his absence the Trustees present shall elect
one of their number to act as temporary chairman. The results of all actions
taken at a meeting of the Trustees, or by unanimous written consent of the
Trustees, shall be recorded by the secretary.

                                   ARTICLE III
                                    OFFICERS

Section 3.1. Officers of the Trust. The officers of the Trust shall consist of a
Chairman, if any, a President, a Secretary, a Treasurer and such other officers
or assistant officers, including Vice Presidents, as may be elected by the
Trustees. Any two or more of the offices may be held by the same person, except
that the same person may not be both President and Secretary. The Trustees may
designate the order in which the other Vice Presidents may act. The Chairman, if
any, shall be a Trustee, but no other officer of the Trust need be a Trustee.

Section 3.2. Election and Tenure. At the initial organization meeting and
thereafter at each annual meeting of the Trustees, the Trustees shall elect the
Chairman, if any, President, Secretary, Treasurer and such other officers as the
Trustees shall deem


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necessary or appropriate in order to carry out the business of the Trust. Such
officers shall hold office until the next annual meeting of the Trustees and
until their successors have been duly elected and qualified. The Trustees may
fill any vacancy in office or add any additional officers at any time.

Section 3.3. Removal of Officers. Any officer may be removed at any time, with
or without cause, by action of a majority of the Trustees. This provision shall
not prevent the making of a contract of employment for a definite term with any
officer and shall have no effect upon any cause of action which any officer may
have as a result of removal in breach of a contract of employment. Any officer
may resign at any time by notice in writing signed by such officer and delivered
or mailed to the Chairman, if any, President, or Secretary, and such resignation
shall take effect immediately upon receipt by the Chairman, if any, President,
or Secretary, or at a later date according to the terms of such notice in
writing.

Section 3.4. Bonds and Surety. Any officer may be required by the Trustees to be
bonded for the faithful performance of his duties in such amount and with such
sureties as the Trustee may determine.

Section 3.5. Chairman, President, and Vice President. The Chairman, if any,
shall, if present, preside at all meetings of the Shareholders and of the
Trustees and shall exercise and perform such other powers and duties as may be
from time to time assigned to him by the Trustees. Subject to such supervisory
powers, if any, as may be given by the Trustees to the Chairman, if any, the
President shall be the chief executive officer of the Trust and, subject to the
control of the Trustees, shall have general supervision, direction and control
of the business of the Trust and of its employees and shall exercise such
general powers of management as are usually vested in the office of President of
a corporation. Subject to direction of the Trustees, the Chairman, if any, and
the President shall each have power in the name and on behalf of the Trust or
any of its Series to execute any and all loans, documents, contracts,
agreements, deeds, mortgages, registration statements, applications, requests,
filings and other instruments in writing, and to employ and discharge employees
and agents of the Trust. Unless otherwise directed by the Trustees, the
Chairman, if any, and the President shall each have full authority and power, on
behalf of all of the Trustees, to attend and to act to vote, on behalf of the
Trust at any meetings of business organizations in which the Trust holds an
interest, or to confer such powers upon any other persons, by executing any
proxies duly authorizing such persons. The Chairman, if any, and the President
shall have such further authorities and duties as the Trustees shall from time
to time determine. In the absence or disability of the President, the Vice
Presidents in order of their rank as fixed by the Trustees or, if more than one
and not ranked, the Vice President designated by the Trustees, shall perform all
of the duties of the President, and when so acting shall have all the powers of
and be subject to all of the restrictions upon the President. Subject to the
direction of the Trustees, and of the President, each Vice President shall have
the power in the name and on behalf of the Trust to execute any and all
instruments in writing, and, in addition, shall have such other duties and
powers as shall be designated from time to time by the Trustees or by the
President.

Section 3.6. Secretary. The Secretary shall keep the minutes of all meetings of,
and record all votes of, Shareholders, Trustees and the Executive Committee, if
any. He shall be custodian of the seal of the Trust, if any, and he (and any
person so authorized


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by the Trustees) shall affix the seal or, if permitted, facsimile thereof, to
any instrument executed by the Trust which would be sealed by a Massachusetts
business corporation executing the same or a similar instrument and shall attest
the seal and the signature or signatures of the officer or officers executing
any other duties commonly incident to such office in a Massachusetts business
corporation, and shall have such other authorities and duties as the Trustees
shall from time to time determine.

Section 3.7. Treasurer. Except as otherwise directed by the Trustees, the
Treasurer shall have the general supervision of the monies, funds, securities,
notes receivable and other valuable papers and documents of the Trust, and shall
have and exercise under the supervision of the Trustees and of the President all
powers and duties normally incident to his office. He may endorse for deposit or
collection all notes, checks and other instruments payable to the Trust or to
its order. He shall deposit all funds of the Trust in such depositories as the
Trustee shall designate. He shall be responsible for such disbursement of the
funds of the Trust as may be ordered by the Trustees or the President. He shall
keep accurate account of the books of the Trust's transactions which shall be
the property of the Trust, and which together with all other property of the
Trust in his possession, shall be subject at all times to the inspection and
control of the Trustees. Unless the Trustees shall otherwise determine, the
Treasurer shall be the principal accounting officer of the Trust and shall also
be the principal financial officer of the Trust. He shall have such other duties
and authorities as the Trustees shall from time to time determine.
Notwithstanding anything to the contrary herein contained, the Trustees may
authorize any adviser, administrator, manager or transfer agent to maintain bank
accounts and deposit and disburse funds of the Trust.

Section 3.8. Other Officers and Duties. The Trustees may elect such other
officers and assistant officers as they shall from time to time determine to be
necessary or desirable in order to conduct the business of the Trust. Assistant
officers shall act generally in the absence of the officer whom they assist and
shall assist that officer in the duties of his office. Each officer, employee
and agent of the Trust shall have such other duties and authority as may be
conferred upon him by the Trustees or delegated to him by the President.

                                   ARTICLE IV
                                  MISCELLANEOUS

Section 4.1. Depositories. In accordance with Section 8.1 of the Declaration,
the funds of the Trust shall be deposited in such depositories as the Trustees
shall designate and shall be drawn out on checks, drafts or other orders signed
by such officer, officers, agent or agents (including the adviser, administrator
or manager), as the Trustees may from time to time authorize.

Section 4.2. Signatures. All contracts and other instruments shall be executed
on behalf of the Trust by its properly authorized officers, agent or agents, as
provided in the Declaration or By-Laws or as the Trustees may from time to time
by resolution provide.

Section 4.3. Seal. The seal of the Trust, if any, may be affixed to any
instrument, and the seal and its attestation may be lithographed, engraved or
otherwise printed on any document with the same force and effect as if it had
been imprinted and affixed manually in the same manner and with the same force
and effect as if done by a Massachusetts business corporation.


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                                    ARTICLE V
                                 STOCK TRANSFERS

Section 5.1. Transfer Agents, Registrars and the Like. As provided in Section
4.3 of the Declaration, the Trustees shall have authority to employ and
compensate such transfer agents and registrars with respect to the Shares of the
Trust as the Trustees shall deem necessary or desirable. In addition, the
Trustees shall have power to employ and compensate such dividend disbursing
agents, warrant agents and agents for the reinvestment of dividends as they
shall deem necessary or desirable. Any of such agents shall have such power and
authority as is delegated to any of them by the Trustees.

Section 5.2. Transfer of Shares. The Shares of the Trust shall be transferable
on the books of the Trust only upon delivery to the Trustees or a transfer agent
of the Trust of proper documentation as provided in Section 6.6 of the
Declaration. The Trust, or its transfer agents, shall be authorized to refuse
any transfer unless and until presentation of such evidence as may be reasonably
required to show that the requested transfer is proper.

Section 5.3. Registered Shareholders. The Trust may deem and treat the holder of
record of any Shares the absolute owner thereof for all purposes and shall not
be required to take any notice of any right or claim of right of any other
person.

                                   ARTICLE VI
                              AMENDMENT OF BY-LAWS

Section 6.1. Amendment and Repeal of By-Laws. In accordance with Section 3.8 of
the Declaration, the Trustees shall have the power to alter, amend or repeal the
By-Laws or adopt new By-Laws at any time; provided, however, that By-Laws
adopted by the Shareholders may, if such By-Laws so state, be altered, amended
or repealed only by the Shareholders and not the Trustees. Action by the
Trustees with respect to the By-Laws shall be taken by an affirmative vote of a
majority of the Trustees. The Trustees shall in no event adopt By-Laws which are
in conflict with the Declaration, and any apparent inconsistency shall be
construed in favor of the related provisions in the Declaration.

     The Declaration of Trust establishing the Van Kampen Trust for Investment
Grade Municipals, dated as of November 13, 1991, a copy of which, together with
all amendments thereto, is on file in the office of the Secretary of the
Commonwealth of Massachusetts, provides that the name Van Kampen Trust for
Investment Grade Municipals refers to the Trustees under the Declaration
collectively as Trustees, but not as individuals or personally; and no Trustee,
Shareholder, officer, employee or agent of the Van Kampen Trust for Investment
Grade Municipals shall be held to any personal liability, nor shall resort be
had to their private property for the satisfaction of any obligation or claim or
otherwise in connection with the affairs of said Van Kampen Trust for Investment
Grade Municipals but the Trust Property only shall be liable.


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