<DOCUMENT>
<TYPE>EX-99.(1)(A)
<SEQUENCE>2
<FILENAME>c95895a1exv99wx1yxay.txt
<DESCRIPTION>DECLARATION OF TRUST
<TEXT>
<PAGE>
                                                                    EXHIBIT 1(a)

                              DECLARATION OF TRUST

                                       OF

                         VAN KAMPEN MERRITT PENNSYLVANIA
                          VALUE MUNICIPAL INCOME TRUST

                  DECLARATION OF TRUST made as of December 21, 1992, by the
undersigned (together with all other persons from time to time duly elected,
qualified and serving as Trustees in accordance with the provisions of Article
II hereof, the "Trustees"), and by the holders of shares of beneficial interest
to be issued hereunder as hereinafter provided;

                  WHEREAS, the Trustees desire to establish a trust for the
investment and reinvestment of funds contributed thereto;

                  WHEREAS, the Trustees have agreed to manage all property
coming into their hands as Trustees of a Pennsylvania common law trust in
accordance with the provision hereinafter set forth; and

                  WHEREAS, the Trustees desire that the beneficial interest in
the trust assets be divided into transferrable shares of beneficial interest, as
hereinafter provided;

                  NOW, THEREFORE, the Trustees hereby declare that all money and
property contributed to the trust established hereunder shall be held and
managed in trust for the benefit of holders, from time to time, of the shares of
beneficial interest issued hereunder and subject to the provisions hereof.

                                   ARTICLE I

             NAME, PRINCIPAL OFFICE, RESIDENT AGENT AND DEFINITIONS

                  Section 1.1 Name, Principal Office and Resident Agent. The
name of the trust created hereby is the "Van Kampen Merritt Pennsylvania Value
Municipal Income Trust" (the "Trust").

                  The post office address of the principal office of the Trust
is One Parkview Plaza, Oakbrook Terrace, Illinois 60181.

                  Section 1.2 Definitions. Wherever they are used herein, the
following terms have the following respective meanings:


<PAGE>

                       (a) "By-Laws" means the By-Laws referred to in Section
3.8 hereof, as from time to time amended.


                       (b) The terms "Commission," "Interested Person" and
"Majority Shareholder Vote" the 67% or 50% requirement of the third sentence of
section 2(a)(42) of the 1940 Act, whichever may be applicable) have the meanings
given them in the 1940 Act.

                       (c) "Common Shareholder" means a record owner of
outstanding Common Shares.


                       (d) "Common Shares" means the common shares of beneficial
interest in the Trust as described in Section 6.1 hereof and includes fractions
of Common Shares as well as whole Common Shares.

                       (e) "Custodian" means any person other than the Trust who
has custody of any Trust Property as required by Section 17(f) of the 1940 Act,
but does not include a system for the central handling of securities described
in said Section 17(f).

                       (f) "Declaration" means this Declaration of Trust as
amended from time to time. Reference in this Declaration of Trust to
"Declaration," "hereof," "herein" and "hereunder" shall be deemed to refer to
this Declaration rather than the article or section in which such words appear.

                       (g) "Investment Adviser" means a party furnishing
services to the Trust pursuant to the contract described in Section 4.1 hereof.

                       (h) The "1940 Act" means the Investment Company Act of
1940 and the Rules and Regulations thereunder, as amended from time to time.

                       (i) "Person" means and includes individuals,
corporations, partnerships, trusts, associations, joint ventures and other
entities, whether or not legal entities, and governments and agencies and
political subdivisions thereof, whether domestic or foreign.

                       (j) "Preferred Shareholder" means a record owner of
outstanding Preferred Shares.


                                       2

<PAGE>


                       (k) "Preferred Shares" means the preferred shares of
beneficial interest in the Trust as described in Section 6.1 hereof and includes
fractions of Preferred Shares as well as whole Preferred Shares.

                       (l) "Shareholder" means a record owner of outstanding
Shares.

                       (m) "Shares" means the units of beneficial interest in
the Trust as described in Section 6.1 hereof and includes fractions of Shares as
well as whole Shares.

                       (n) "Transfer Agent" means a party furnishing services to
the Trust pursuant to the contract described in Section 4.3 hereof.

                       (o) The "Trust" means the trust created hereby.

                       (p) The "Trust Property" means any and all property, real
or personal, tangible or intangible, which is owned or held by or for the
account of the Trust or the Trustees.

                       (q) The "Trustees" means the persons who have signed the
Declaration, so long as they shall continue in office in accordance with the
terms hereto, and all other persons who may from time to time be duly elected,
qualified and serving as Trustees in accordance with the provisions hereof, and
references herein to a Trustee or the Trustees shall refer to such person or
persons in their capacity as trustees hereunder.

                       (r) "Underwriters" means the parties, other than the
Trust, to the contract described in Section 4.2 hereof.

                                   ARTICLE II

                                    TRUSTEES

                  Section 2.1 Number of Trustees. The number of Trustees shall
initially be three (3), and after a registration statement under the Securities
Act of 1933, as amended, covering the first public offering of securities of the
Trust shall have been filed, the number of Trustees shall be such number as
shall be fixed from time to time by a written instrument signed by a majority of
the Trustees, provided, however, that, following the date such registration
statement shall have become effective (the "effective date"), the number of
Trustees shall in no event be less than three (3) nor more than eleven (11),
except as such number shall be increased in


                                       3


<PAGE>


connection with the rights of the holders of the Preferred Shares to elect a
majority of the Trustees, as provided for in Section 2.2 hereof. No reduction in
the number of Trustees shall have the effect of removing any Trustee from office
prior to the expiration of his term unless the Trustee is specifically removed
pursuant to Section 2.2 of this Article II at the time of the decrease. A
Trustee shall be an individual at least 21 years of age who is not under a legal
disability. Trustees need not own Shares and may succeed themselves in office.
The three (3) initial Trustees shall be:

                           Scott E. Martin
                           One Parkview Plaza
                           Oakbrook Terrace, Illinois 60181

                           Edward C. Wood, III
                           One Parkview Plaza
                           Oakbrook Terrace, Illinois 60181

                           John L. Sullivan
                           One Parkview Plaza
                           Oakbrook Terrace, Illinois 60181

                  Section 2.2 Term of office of Trustees. The Board of Trustees
shall be divided into three classes. The number of Trustees in each class shall
be as nearly equal as practicable, as determined from time to time by resolution
of the Board of Trustees. The term of office of the first class shall expire on
the date of the first annual meeting of Shareholders or special meeting in lieu
thereof following the effective date. The term of office of the second class
shall expire on the date of the second annual meeting of Shareholders or special
meeting in lieu thereof. The term of office of the third class shall expire on
the date of the third annual meeting of Shareholders or special meeting in lieu
thereof. Upon expiration of the term of office of each class as set forth above,
the number of Trustees in such class, as determined by the Board of Trustees,
shall be elected for a term expiring on the date of the third annual meeting of
Shareholders or special meeting in lieu thereof following such expiration to
succeed the Trustees whose terms in office expire. Subject to the rights of the
Preferred Shareholders, the Trustees shall be elected by the Common Shareholders
owning of record a plurality of the Common Shares voting as a class at an annual
meeting of the Shareholders or special meeting in lieu thereof called for that
purpose, except as provided in Section 2.3 of this Article; provided, however,
that the Preferred Shareholders owning of record a plurality of the Preferred
Shares voting as a class at an annual meeting of the Shareholders or special
meeting in lieu thereof called for such purpose, shall elect at least two (2)
Trustees at all times, and, provided further, that the Preferred Shareholders
owning of record a plurality of the


                                       4

<PAGE>

Preferred Shares voting as a class shall elect at least a majority of the
Trustees, which number of Trustees shall be increased appropriately in order to
effectuate such rights after giving effect to resignations of Trustees, if (i)
at any time the dividends on the Preferred Shares shall be unpaid in an amount
equal to two (2) full years dividends on the Preferred Shares, with such
representation to continue until all dividends in arrears shall have been paid
or otherwise provided for, or (ii) pursuant to the designations and powers,
preferences and rights, and the qualifications, limitations and restrictions of
the Preferred Shares as determined in accordance with Section 6.1 hereof. The
election of appointment of a Trustee (other than an individual who was serving
as a Trustee immediately prior thereto) shall not become effective unless and
until such person shall have in writing accepted his election and agreed to be
bound by the terms of this Declaration. Each Trustee elected shall hold office
until his successor shall have been elected and shall have qualified; except
that (a) any Trustee may resign his trust (without need for prior or subsequent
accounting) by an instrument in writing signed by him and delivered to the other
Trustees, which shall take effect upon such delivery or upon such later date as
is specified therein; (b) any Trustee may be removed (provided the aggregate
number of Trustees after such removal shall not be less than the number required
by Section 2.1 hereof) with cause, at any time by written instrument, signed by
at least two-thirds of the remaining Trustees, specifying the date when such
removal shall become effective provided, however, that the Trustees elected by
any one class of shares shall have no power to so remove any Trustees elected by
another class of Shares); (c) any Trustee who requests in writing to be retired
or who has become incapacitated by illness or injury may be retried by written
instrument signed by a majority of the other Trustees, specifying the date of
his retirement; and (d) any Trustee may be removed at any meeting of
Shareholders by a vote of two-thirds of the outstanding shares of the class or
classes of shares of beneficial interest that elected such Trustee. Upon the
resignation or removal of a Trustee, or his otherwise ceasing to be a Trustee,
he shall execute and deliver such documents as the remaining Trustees shall
require for the purpose of conveying to the Trust or the remaining Trustees any
Trust property held in the name of the resigning or removed Trustee. Upon the
incapacity or death of any Trustee, his legal representative shall execute and
deliver on his behalf such documents as the remaining Trustees shall require as
provided in the preceding sentence.

                  Section 2.3 Resignation and Appointment of Trustees. The term
of office of a Trustee shall terminate and a vacancy shall occur in the event of
the death, declination, resignation, removal, retirement, bankruptcy,
adjudicated incompetence or other incapacity to perform the duties of the office
of a Trustee. In the case of an existing vacancy, including a vacancy existing
by reason of an increase in the number of Trustees, the remaining Trustees shall
fill such vacancy by



                                       5

<PAGE>

appointing such other person as they in their discretion shall see fit. Such
appointment shall be evidenced by a written instrument signed by a majority of
the Trustees then in office. Any such appointment shall not become effective,
however, until the person named in the written instrument of appointment shall
have accepted in writing such appointment and agreed in writing to be bound by
the terms of this Declaration. An appointment of a Trustee may be made by a
majority of the Trustees then in office and notice thereof mailed to
Shareholders as aforesaid in anticipation of a vacancy to occur by reason of
retirement, resignation or increase in number of Trustees effective at a later
date, provided that said appointment shall become effective only at or after the
effective date of said retirement, resignation or increase in number of
Trustees. The power of appointment is subject to the provisions of Section 16(a)
of the 1940 Act.

                  Section 2.4 Vacancies. The death, declination, resignation,
retirement, removal, bankruptcy, adjudicated incompetence or incapacity to
perform the duties of a Trustee, or any one of them, shall not operate to annul
the Trust or to revoke any existing agency created pursuant to the terms of this
Declaration. Whenever a vacancy in the number of Trustees shall occur, until
such vacancy is filled as provided in Section 2.3, the Trustees in office,
regardless of their number, shall have all the powers granted to the Trustees
and shall discharge all the duties imposed upon the Trustees by the Declaration,
subject to the rights of the holders of the Preferred Shares to elect a Trustee
to fill such vacancy in accordance with the terms and provisions hereof. A
written instrument certifying the existence of such vacancy signed by a majority
of the Trustees shall be conclusive evidence of the existence of such vacancy.

                  Section 2.5 Delegation of Power to Other Trustees. Any Trustee
may, by power of attorney, delegate his power for a period not exceeding six (6)
months at any one time to any other Trustee or Trustees; provided that in no
case shall less than two (2) Trustees personally exercise the powers granted to
the Trustees under this Declaration except as herein otherwise expressly
provided. Nothing in this Section 2.5 shall apply to, or limit the ability of
any Trustee to grant any power of attorney for the purpose of executing any
registration statement filed with the Commission, or amendment thereto, relating
to Shares.

                  Section 2.6 Meetings. Meetings of the Trustees shall be held
from time to time upon the call of the Chairman, if any, the President, the
Secretary or any two Trustees. Regular meetings of the Trustees may be held
without call or notice at a time and place fixed by the By-Laws or by resolution
of the Trustees. Notice of any other meeting shall be mailed not less than 48
hours before the meeting or otherwise actually delivered orally or in writing
not less than 24 hours


                                       6

<PAGE>

before the meeting, but may be waived in writing by any Trustee either before or
after such meeting. The attendance of a Trustee at a meeting shall constitute a
waiver of notice of such meeting except where a Trustee attends a meeting for
the express purpose of objecting to the transaction of any business on the
ground that the meeting has not been lawfully called or convened. The Trustees
may act with or without a meeting. A quorum for all meetings of the Trustees
shall be a majority of the Trustees. Unless provided otherwise in this
Declaration of Trust, any action of the Trustees may be taken at a meeting by
vote of a majority of the Trustees present (a quorum being present) or without a
meeting by written consent of a majority of the Trustees.

                  Any committee of the Trustees, including an executive
committee, if any, may act with or without a meeting. A quorum for all meetings
of any such committee shall be a majority of the members thereof. Unless
provided otherwise in this Declaration, any action of any such committee may be
taken at a meeting by vote of a majority of the members present (a quorum being
present) or without a meeting by written consent of a majority of the members.

                  With respect to actions of the Trustees and any committee of
the Trustees, Trustees who are Interested Persons in any action to be taken may
be counted for quorum purposes under this Section and shall be entitled to vote
to the extent not prohibited by the 1940 Act.

                  Section 2.7 Officers. The Trustees shall annually elect a
President, a Secretary and a Treasurer and may elect a Chairman. The Trustees
may elect or appoint or may authorize the Chairman, if any, or President to
appoint such other officers or agents with such powers as the Trustees may deem
to be advisable. A Chairman shall, and the President, Secretary and Treasurer
may, but need not, be a Trustee.

                                  ARTICLE III

                               POWERS OF TRUSTEES

                  Section 3.1 General. The Trustees shall have exclusive and
absolute control over the Trust Property in their own right, but with such
powers of delegation as may be permitted by the Declaration. The Trustees shall
have power to conduct the affairs of the Trust and maintain offices both within
and without the Commonwealth of Pennsylvania, in any and all states of the
United States of America, in the District of Columbia, and in any and all
commonwealths, territories, dependencies, colonies, possessions, agencies or
instrumentalities of the United States of America and of foreign governments and
to do all such other things and


                                       7


<PAGE>

execute all such instruments as the Trustees deem necessary, proper or desirable
in order to promote the interests of the Trust although such things are not
herein specifically mentioned. Any determination as to what is in the interests
of the Trust made by the Trustees in good faith shall be conclusive. In
construing the provisions of the Declaration, the presumption shall be in favor
of a grant of power to the Trustees.

                  The enumeration of any specific power herein shall not be
construed as limiting the aforesaid power. Such powers of the Trustees may be
exercised without order of or resort to any court.

                  Section 3.2 Investments. (a) The Trustees shall have the
power, subject to subsection (c) herein:

                          (i) to operate the Trust as an investment company, and
     exercise all of the powers necessary or appropriate to the conduct of such
     operations;

                          (ii) to subscribe for, invest in, hold for investment,
     or reinvest in, securities, including common and preferred stocks;
     warrants; bonds, debentures, bills, time notes and all other evidences of
     indebtedness; negotiable or non-negotiable instruments; government
     securities, including securities of any state, municipality or other
     political subdivision thereof, or any governmental or quasi-governmental
     agency or instrumentality; and money market instruments including bank
     certificates of deposit, finance paper, commercial paper, bankers
     acceptances and all kinds of repurchase agreements, of any corporation,
     company, trust, association, firm or other business organization however
     established, and of any country, state, municipality or other political
     subdivision, or any governmental or quasi-governmental agency or
     instrumentality;

                          (iii) to acquire (by purchase, subscription or
     otherwise), to hold, to trade in and deal in, to acquire any rights or
     options to purchase or sell, to sell or otherwise dispose of, to lend, to
     write (or sell) and purchase put and call options on any such securities
     and to pledge any such securities and repurchase agreements;

                          (iv) to exercise all rights, powers and privileges of
     ownership or interest in all securities and repurchase agreements included
     in the Trust Property, including the right to vote thereon and otherwise
     act with respect thereto and to do all acts for



                                       8

<PAGE>

     the preservation, protection, improvement and enhancement in value of all
     such securities and repurchase agreements;

                          (v) to acquire (by purchase, lease or otherwise) and
     to hold, use, maintain, develop and dispose of (by sale or otherwise) any
     property, real or personal, including futures contracts and options
     thereon, cash, and any interest therein;

                          (vi) to borrow money or otherwise obtain credit and in
     this connection issue notes or other evidence of indebtedness; to secure
     borrowings by mortgaging, pledging or otherwise subjecting as security the
     Trust Property; to endorse, guarantee, or undertake the performance of any
     obligation, contract or engagement of any other Person and to lend Trust
     Property;

                          (vii) to aid by further investment any corporation,
     company, trust, association or firm, any obligation of or interest in which
     is included in the Trust Property or in the affairs of which the Trustees
     have any direct or indirect interest; to do all acts and things designed to
     protect, preserve, improve or enhance the value of such obligation or
     interest; to guarantee or become surety on any or all other contracts,
     stocks, bonds, notes, debentures and other obligations of any such
     corporation, company, trust, association or firm; and

                          (viii) to carry on any other business in connection
     with or incidental to any of the foregoing powers, to do everything
     necessary, suitable or proper for the accomplishment of any purpose or the
     attainment of any object or the furtherance of any power hereinbefore set
     forth, and to do every other act or thing incidental or appurtenant to or
     connected with the aforesaid purposes, objects or powers.

                  The foregoing clauses shall be construed both as objects and
powers, and the foregoing enumeration of specific powers shall not be held to
limit or restrict in any manner the general powers of the Trustees.

                       (b) The Trustees shall not be limited to investing in
obligations maturing before the possible termination of the Trust, nor shall the
Trustees be limited by any law limiting the investments which may be made by
fiduciaries.



                                       9


<PAGE>



                       (c) The Trust will not seek capital gain or appreciation
but may sell securities held in its portfolio and, as a result, realize capital
gain or loss. Sales of portfolio securities will be made for the following
purposes: in order to dispose of investments that the Adviser believes are not
consistent with the preservation of the capital or the tax status of the Trust;
to obtain cash for any open market purchases of, or any tender offers for,
Common Shars which may be made by the Trust; to negate gains from discount
purchases of Pennsylvania municipal securities; to reinvest the earnings from
portfolio securities; or to defray normal administrative expenses.

                  Section 3.3 Legal Title. Legal title to all the Trust Property
shall be vested in the Trustees as joint tenants except that the Trustees shall
have power to cause legal title to any Trust Property to be held by or in the
name of one or more of the Trustees, or in the name of the Trust, or in the name
of any other Person as nominee, on such terms as the Trustees may determine. The
right, title and interest of the Trustees in the Trust Property shall vest
automatically in each Person who may hereafter become a Trustee. Upon the
termination of the term of office, resignation, removal or death of a Trustee he
shall automatically cease to have any right, title or interest in any of the
Trust Property, and the right, title and interest of such Trustee in the Trust
Property shall vest automatically in the remaining Trustees. Such vesting and
cessation of title shall be effective whether or not conveyancing documents have
been executed and delivered.

                  Section 3.4 Issuance and Purchase of Securities. The Trustees
shall have the power to issue, sell, purchase, redeem, retire, cancel, acquire,
hold, resell, reissue, dispose of, transfer, and otherwise deal in Shares and
subject to the provisions set forth in Articles VI, VII and VIII hereof, to
apply to any such repurchase, retirement, cancellation or acquisition of Common
Shares or Preferred Shares any funds or property of the Trust whether capital or
surplus or otherwise, to the full extent now or hereafter permitted by the laws
of the Commonwealth of Pennsylvania.

                  Section 3.5 Delegation; Committees. The Trustees shall have
power to delegate from time to time to such of their number or to officers,
employees or agents of the Trust the doing of such things and the execution of
such instruments either in the name of the Trust or the names of the Trustees or
otherwise as the Trustees may deem expedient, to the same extent as such
delegation is not prohibited by laws of the Commonwealth of Pennsylvania and the
1940 Act.

                  Section 3.6 Collection and Payment. The Trustees shall have
power to collect all property due to the Trust; to pay all claims, including
taxes, against the Trust Property; to prosecute, defend, compromise or abandon
any claims




                                       10

<PAGE>


relating to the Trust Property; to foreclose any security interest securing any
obligations by virtue of which any property is owed to the Trust; and to enter
into releases, agreements and other instruments.

                  Section 3.7 Expenses. The Trustees shall have the power to
incur and pay any expenses which in the opinion of the Trustees are necessary or
incidental to carry out any of the purposes of the Declaration, and to pay
reasonable compensation from the funds of the Trust to themselves as Trustees.
The Trustees shall fix the compensation of all officers, employees and Trustees.

                  Section 3.8 Manner of Acting; By-Laws. Except as otherwise
provided herein or in the By-laws, any action to be taken by the Trustees may be
taken by a majority of the Trustees present at a meeting of Trustees (a quorum
being present), including any meeting held by means of a conference telephone
circuit or similar communications equipment by means of which all persons
participating in the meeting can hear each other, or by written consents of all
the Trustees. The Trustees may adopt By-laws to the extent such power is not
reserved to the Shareholders.

                  Notwithstanding the foregoing provisions of this Section 3.8
and in addition to such provisions or any other provision of this Declaration or
of the By-laws, the Trustees may by resolution appoint a committee consisting of
less than the whole number of Trustees then in office, which committee may be
empowered to act for and bind the Trustees and the Trust, as if the acts of such
committee were the acts of all the Trustees then in office, with respect to the
institution, prosecution, dismissal, settlement, review or investigation of any
action, suit or proceeding which shall be pending or threatened to be brought
before any court, administrative agency or other adjudicatory body.

                  Section 3.9 Miscellaneous Powers. The Trustees shall have the
power to: (a) employ or contract with such Persons as the Trustees may deem
desirable for the transaction of the business of the Trust; (b) enter into joint
ventures, partnerships and any other combinations or associations; (c) remove
Trustees in accordance with the provisions of Section 2.2 above or fill
vacancies in or add to their number, elect and remove such officers and appoint
and terminate such agents or employees as they consider appropriate, and appoint
from their own number, and terminate, any one or more committees which may
exercise some or all of the power and authority of the Trustees as the Trustees
may determine; (d) purchase, and pay for out of Trust Property, insurance
policies insuring the Common Shareholders and Preferred Shareholders, Trustees,
Officers, employees, agents, investment advisers, distributors, selected dealers
or independent contractors of the Trust against all claims arising by reason of
holding any such position or by reason of any action



                                       11


<PAGE>

taken or omitted by any such Person in such capacity, whether or not
constituting negligence, or whether or not the Trust would have the power to
indemnify such Person against such liability; (e) establish pension, profit
sharing, Share purchase and other retirement, incentive and benefit plans for
any Trustees, officers, employees or agents of the Trust; (f) make donations,
irrespective of benefit to the Trust, for charitable, religious, educational,
scientific, civil or similar purposes; (g) to the extent permitted by law,
indemnify any person with whom the Trust has dealings, including the Investment
Adviser, Underwriter, Transfer Agent, Custodian and selected dealers to such
extent as the Trustees shall determine; (h) guarantee indebtedness or
contractual obligations of others; (i) determine and change the fiscal year of
the Trust and the method by which its accounts shall be kept; and (j) adopt a
seal for the Trust but the absence of such seal shall not impair the validity of
any instrument executed on behalf of the Trust.

                  Section 3.10 Principal Transactions. Except in transactions
permitted by the 1940 Act or rules and regulations adopted by the Commission, or
any order of exemption issued by the Commission, the Trustees shall not, on
behalf of the Trust, buy any securities (other than Common or Preferred Shares)
from or sell any securities (other than Common or Preferred Shares) to, or lend
any assets of the Trust to, any Trustee or officer of the Trust or any firm of
which any such Trustee or officer is a member acting as principal, or have any
such dealings with the Investment Adviser, Underwriter or Transfer Agent or with
any Interested Person, or firm or company in which such Person is an Interested
Person, as broker, legal counsel, registrar, transfer agent, dividend disbursing
agent or custodian.

                                   ARTICLE IV

               INVESTMENT ADVISER, UNDERWRITER AND TRANSFER AGENT

                  Section 4.1 Investment Adviser. Subject to a Majority
Shareholder Vote of both the Common Shareholders and the Preferred Shareholders
voting without regard to class, the Trustees may in their discretion from time
to time enter into one or more investment advisory or management contracts
whereby a party to such a contract shall undertake to furnish the Trust such
administrative, management, investment advisory, statistical and research
facilities and services, and such other facilities and services, if any, as the
Trustees shall from time to time consider desirable and all upon such terms and
conditions as the Trustees may in their discretion determine. Notwithstanding
any provisions of this Declaration, the Trustees may delegate to the Investment
Adviser authority (subject to such general or specific instructions as the
Trustees may from time to time adopt) to effect purchases, sales, loans or
exchanges of assets of the Trust on behalf of the Trustees


                                       12

<PAGE>



or may authorize any officer, employee or Trustee to effect such purchases,
sales, loan or exchanges pursuant to recommendations of the Investment Adviser
(and all without further action by the Trustees). Any such purchases, sales,
loans and exchanges shall be deemed to have been authorized by all of the
Trustees.

                  Section 4.2 Underwriter. The Trustees may in their discretion
enter into a contract providing for the sale of shares of beneficial interest of
the Trust whereby the Trust may either agree to sell such Shares to the other
parties to the contact or appoint such other party the underwriter for such
Shares. The contract shall be on such terms and conditions as the Trustees may
in their discretion determine not inconsistent with the provisions of this
Article IV or the By-laws; and such contract may also provide for the sale of
Shares by such other parties as principal or as agent of the Trust and may
provide that such other party may enter into agreements with registered
securities dealers to further the purpose of the distribution of such Shares.

                  Section 4.3 Transfer Agent. The Trustees may in their
discretion from time to time enter into a transfer agency and Shareholder
service contract whereby the other party to such contract shall undertake to
furnish transfer agency and Shareholder services to the Trust. The contract
shall have such terms and conditions as the Trustees may in their discretion
determine not inconsistent with the Declaration or the By-laws. Such services
may be provided by one or more Persons.

                  Section 4.4 Parties to Contract. Any contract of the character
described in Section 4.1, 4.2 or 4.3 of this Article IV or any Custodian
contract, as described in the By-laws, may be entered into with any Person,
although one or more of the Trustees or officers of the Trust may be an officer,
partner, director, trustee, Shareholder, or member of such other party to the
contract, and no such contract shall be invalidated or rendered voidable by
reason of the existence of any such relationship; nor shall any Person holding
such relationship be disqualified from voting upon or executing any such
contract; nor shall any Person holding such relationship be liable merely by
reason of such relationship for any loss or expense to the Trust under or by
reason of said contract or accountable for any profit realized directly or
indirectly therefrom, provided that the contract when entered into was not
inconsistent with the provisions of this Article IV or the By-laws. The same
Person may be the other party to contracts entered into pursuant to Sections
4.1, 4.2 and 4.3 above or custodian contracts, and any individual may be
financially interested or otherwise affiliated with Persons who are parties to
any or all of the contracts mentioned in this Section 4.4.

                  Section 4.5 Compliance with 1940 Act. Any contract entered
into pursuant to Sections 4.1 and 4.2 shall be consistent with and subject to
the



                                       13


<PAGE>


requirements of Section 15 of the Investment Company Act of 1940 (including any
amendment thereof or other applicable Act of Congress hereafter enacted) with
respect to its continuance in effect, its termination and the method of
authorization and approval of such contract or renewal thereof.

                                   ARTICLE V

                    LIMITATIONS OF LIABILITY OF SHAREHOLDERS,
                               TRUSTEES AND OTHERS

                  Section 5.1 No Personal Liability of Shareholders, Trustees,
etc. No Shareholder of the Trust shall be subject to any personal liability
whatsoever to any Person in connection with Trust Property or the acts,
obligations or affairs of the Trust. No Trustee, officer, employee or agent of
the Trust shall be subject to any personal liability whatsoever to any Person,
other than the Trust or its Shareholders, in connection with Trust Property or
the affairs of the Trust, save only that arising from bad faith, willful
misfeasance, gross negligence or reckless disregard for his duty to such Person;
and all such Persons shall look solely to the Trust Property for satisfaction of
claims of any nature arising in connection with the affairs of the Trust. If any
Shareholder, Trustee, officer, employee, or agent, as such, of the Trust, is
made a party to any suit or proceeding to enforce any such liability, he shall
not, on account thereof, be held to any personal liability. The Trust shall
indemnify and hold each Shareholder harmless from and against all claims and
liabilities to which such Shareholder may become subject by reason of his being
or having been a Shareholder, and shall reimburse such Shareholder for all legal
and other expenses reasonably incurred by him in connection with any such claim
or liability. The rights accruing to a Shareholder under this Section 5.1 shall
not exclude any other right to which such Shareholder may be lawfully entitled,
nor shall anything herein contained restrict the right of the Trust to indemnify
or reimburse a Shareholder in any appropriate situation even though not
specifically provided herein.

                  Section 5.2 Non-Liability of Trustees, etc. Subject to Section
5.3(b) below, no Trustee, officer, employee or agent of the Trust shall be
liable to the Trust, its Shareholders, or to any Shareholder, Trustee, officer,
employee or agent thereof for any action or failure to act (including without
limitation the failure to compel in any way a former or acting Trustee to
redress any breach of trust) except for his own bad faith, willful misfeasance,
gross negligence or reckless disregard of his duties involved in the conduct of
his office.

                  Section 5.3 Mandatory Indemnification. (a) Subject to the
exceptions and limitations contained in paragraph (b) below:



                                       14

<PAGE>


                       (i) every person who is or has been a Trustee or officer
     of the Trust shall be indemnified by the Trust to the fullest extent
     permitted by law against all liability and against all expenses reasonably
     incurred or paid by him in connection with any claim, action, suit or
     proceeding in which he becomes involved as a party or otherwise by virtue
     of his being or having been a Trustee or officer and against amounts paid
     or incurred by him in the settlement thereof;

                       (ii) the words "claim," "action," "suit," or "proceeding
     shall apply to all claims, actions, suits or proceedings (civil, criminal,
     administrative or other, including appeals), actual or threatened; and the
     words "liability" and "expenses" shall include, without limitation,
     attorneys' fees, costs, judgments, amounts paid in settlement, fines,
     penalties and other liabilities.

                  (b) No indemnification shall be provided hereunder to a
Trustee or officer:

                       (i) against any liability to the Trust or its
     Shareholders by reason of a final adjudication by the court or other body
     before which the proceeding was brought that he engaged in willful
     misfeasance, bad faith, gross negligence or reckless disregard of the
     duties involved in the conduct of his office;

                       (ii) with respect to any matter as to which he shall have
     been finally adjudicated not to have acted in good faith in the reasonable
     belief that his action was in the best interest of the Trust;

                       (iii) in the event of a settlement or other disposition
     not involving a final adjudication as provided in paragraph (b)(i) or
     (b)(ii) resulting in a payment by a Trustee or officer, unless there has
     been either a determination that such Trustee or officer did not engage in
     willful misfeasance, bad faith, gross negligence or reckless disregard of
     the duties involved in the conduct of his officer by the court or other
     body approving the settlement or other disposition or a reasonable
     determination, based upon a review of readily available facts (as opposed
     to a full trial-type inquiry) that he did not engage in such conduct:



                                       15

<PAGE>


                                    (A) by vote of a majority of the
                  Disinterested Trustees acting on the matter (provided that a
                  majority of the Disinterested Trustees then in office act on
                  the matter); or

                                    (B) by written opinion of independent legal
                  counsel.

                  (c) The rights of indemnification herein provided may be
insured against by policies maintained by the Trust, shall be severable, shall
not affect any other rights to which any Trustee or officer may now or hereafter
be entitled, shall continue as to a Person who has ceased to be such Trustee or
officer and shall inure to the benefit of the heirs, executors, administrators,
and assigns of such Person. Nothing contained herein shall affect any rights to
indemnification to which personnel of the Trust other than Trustees and officers
may be entitled by contract or otherwise under law.

                  (d) Expenses of preparation and presentation of a defense to
any claim, action, suit, or proceeding of the character described in paragraph
(a) of this Section 5.3 shall be advanced by the Trust prior to final
disposition thereof upon receipt of an undertaking by or on behalf of the
recipient to repay such amount if it is ultimately determined that he is not
entitled to indemnification under this Section 5.3, provided that either

                       (i) such undertaking is secured by a surety bond or some
     other appropriate security or the Trust shall be insured against losses
     arising out of any such advances; or

                       (ii) a majority of the Disinterested Trustees acting on
     the matter (provided that a majority of the Disinterested Trustees then in
     office act on the matter) or an independent legal counsel in a written
     opinion shall determine, based upon a review of readily available facts (as
     opposed to a full trial-type inquiry), that there is reason to believe that
     the recipient ultimately will be found entitled to indemnification.

                  As used in this Section 5.3, a "Disinterested Trustee" is one
(i) who is not an "Interested Person" of the Trust (including anyone who has
been exempted from being an "Interested Person" by any rule, regulation or order
of the Commission), and (ii) against whom none of such actions, suits or other
proceedings


                                       16

<PAGE>


or another action, suit or other proceeding on the same or similar grounds is
then or had been pending.


                  Section 5.4 No Bond Required of Trustees. No Trustee shall be
obligated to give any bond or other security for the performance of any of his
duties hereunder.

                  Section 5.5 No Duty of Investigation; Notice in Trust
Instruments, etc., No purchaser, lender, transfer agent or other Person dealing
with the Trustee or any officer, employee or agent of the Trust shall be bound
to make any inquiry concerning the validity of any transaction purporting to be
made by the Trustee or by said officer, employee or agent or be liable for the
application of money or property paid, loaned or delivered to or on the order of
the Trustees or of said officer, employee or agent. Every obligation, contract,
instrument, certificate, Common Share or Preferred Share, other security of the
Trust or undertaking, and every other act or thing whatsoever executed in
connection with the Trust shall be conclusively presumed to have been executed
or done by the executors thereof only in their capacity as Trustees under the
Declaration or in their capacity as officers, employees or agents of the Trust.
Every written obligation, contract, instrument, certificate, Common Share or
Preferred Share, other security of the Trust or undertaking made or issued by
the Trustees shall recite that the same is executed or made by them not
individually, but as Trustees under the Declaration, and that the obligations of
the Trust under any such instrument are not binding upon any of the Trustees or
Shareholders, individually, but bind only the trust estate, and may contain any
further recital which they or he may deem appropriate, but the omission of such
recital shall not operate to bind the Trustees or Shareholders individually. The
Trustees shall seek diligently at all times to maintain insurance for the
protection of the Trust Property, its Shareholders, Trustees, officers,
employees and agents in such amount as the Trustees shall deem adequate to cover
possible tort liability, and such other insurance as the Trustees in their sole
judgment shall deem advisable.

                  Section 5.6 Reliance on Experts, etc. Each Trustee and officer
or employee of the Trust shall, in the performance of his duties, be fully and
completely justified and protected with regard to any act or any failure to act
resulting from reliance in good faith upon the books of account or other records
of the Trust, upon an opinion of counsel, or upon reports made to the Trust by
any of its officers or employees or by the Investment Adviser, the Distributor,
Transfer Agent, selected dealers, accountants, appraisers or other experts or
consultants selected with reasonable care by the Trustees, officers or employees
of the Trust, regardless of whether such counsel or expert may also be a
Trustee.



                                       17

<PAGE>


                                   ARTICLE VI

                          SHARES OF BENEFICIAL INTEREST

                  Section 6.1 Beneficial Interest. The interest of the
beneficiaries hereunder shall be divided into transferable shares of beneficial
interest with par value of $.01 per share (the "Shares"). The Board of Trustees
of the Trust may authorize separate classes of shares together with such
designations and powers, preferences and rights, qualifications, limitations and
restrictions as may be determined from time to time by the Board of Trustees.
The number of shares of beneficial interest authorized hereunder is unlimited.
All shares issued hereunder including, without limitation, shares issued in
connection with a dividend in shares or a split of shares, shall be fully paid
and non-assessable.

                  Pursuant to the powers vested in the Board of Trustees by this
Section 6.1, the Board of Trustees hereby authorizes the issuance of an
unlimited number of Common Shares of beneficial interest, par value $.01 per
share (the "Common Shares") together with 100,000,000 shares of beneficial
interest, par value of $.01 per share (the "Preferred Shares")

                  The designations and powers, preferences and rights, and the
qualifications, limitations and restrictions of the Common Shares are as set
forth in this Declaration of Trust.

                  The designations and powers, preferences and rights, and the
qualifications, limitations and restrictions of the Preferred Shares are as
follows:

                  The Preferred Shares shall be issued from time to time in one
or more series with such distinctive serial designations and (i) may have such
voting powers, full or limited; (ii) may be subject to redemption at such time
or times and at such price or prices; (iii) may be entitled to receive dividends
(which may be cumulative or noncumulative) at such rate or rates, on such
conditions, and at such times, and payable in preference to, or in such relation
to, the dividends payable on any other class or classes of shares; (iv) may have
such preferences or other rights upon the dissolution of, or upon any
distribution of the assets of, the Trust; (v) may be made convertible into, or
exchangeable for, shares of any other class or classes or of any other series of
the same or any other class or classes of shares of the Trust, at such price or
prices or at such rates of exchange and with such adjustments; (vi) shall have
such other relative, participating, optional or other special rights,
qualifications, limitations or restrictions thereof, all as shall hereafter be
stated and expressed in the resolution or resolutions providing for the issue of
such Preferred Shares from time to time adopted by the Board of Trustees
pursuant to authority so to do which is


                                       18

<PAGE>

hereby expressly vested in the Board; and are as further set out in this
Declaration of Trust.

                  Section 6.2 Rights of Shareholders. The ownership to the Trust
Property of every description and the right to conduct any business hereinbefore
described are vested exclusively in the Trustees, and the Shareholders shall
have no interest conferred by their Shares, and they shall have no right to call
for any partition or division of any property, profits, rights or interests of
the Trust nor can they be called upon to assume any losses of the Trust or
suffer any assessment of any kind by virtue of their ownership of Shares. The
Shares shall be personal property giving only the rights in the Declaration
specifically set forth. The Shares shall not entitle the holder to preference,
preemptive, appraisal, conversion or exchange rights, except as the Trustees may
determine with respect to any class or series of Shares.

                  Section 6.3 Trust Only. It is the intention of the Trustees to
create only the relationship of Trustee and beneficiary between the Trustees and
each Shareholder from time to time. It is not the intention of the Trustees to
create a general partnership, limited partnership, joint stock association,
corporation, bailment or any form of legal relationship other than a trust.
Nothing in the Declaration shall be construed to make the Shareholders, either
by themselves or with the Trustees, partners and members of a joint stock
association.

                  Section 6.4 Issuance of Shares. The Trustees in their
discretion may, from time to time without vote of the Shareholders, issue
Shares, in addition to the then issued and outstanding Shares and Shares held in
the treasury, to such party or parties and for such amount and type of
consideration, including cash or property, at such time or times, and on such
terms as the Trustees may deem best, and may in such manner acquire other assets
(including the acquisition of assets subject to, and in connection with the
assumption of liabilities) and businesses. In connection with any issuance of
Shares, the Trustees may issue fractional Shares and Shares held in the
treasury. The Trustees may from time to time divide or combine the Shares or any
class or series into a greater or lesser number of such series without thereby
changing the proportionate beneficial interests in the Trust. Contributions to
the Trust may be accepted for whole Shares and/or 1/1,000ths of a Share or
integral multiples thereof.

                  Section 6.5 Register of Shares. A register or registers shall
be kept at the principal office of the Trust or at an office of the Transfer
Agent which shall contain the names and addresses of the Shareholders and the
number of Shares held by them respectively and a record of all transfers
thereof. Such register shall be conclusive as to who are the holders of the
Common Shares and Preferred Shares and who shall be entitled to receive
dividends or distributions or otherwise to



                                       19

<PAGE>


exercise or enjoy the rights of Common Shareholders and Preferred Shareholders.
No Shareholder shall be entitled to receive payment of any dividend or
distribution, nor to have notice given to him as herein or in the By-laws
provided, until he has given his address to the Transfer Agent or such other
officer or agent of the Trustees as shall keep the said register for entry
thereon. The Trustees, in their discretion, may authorize the issuance of Share
certificates and promulgate appropriate rules and regulations as to their use.

                  Section 6.6 Transfer of Shares. Shares shall be transferable
on the records of the Trust only by the record holder thereof or by his agent
thereunto duly authorized in writing, upon delivery to the Trustees or the
Transfer Agent of a duly executed instrument of transfer, together with any
certificate or certificates (if issued) for such Shares and such evidence of the
genuineness of each such execution and authorization and of other matters as may
reasonably be required. Upon such delivery the transfer shall be recorded on the
register of the Trust. Until such record is made, the Shareholder of record
shall be deemed to be the holder of such Shares for all purposes hereunder and
neither the Trustees nor any Transfer Agent or register nor any officer,
employee or agent of the Trust shall be affected by any notice of the proposed
transfer.

                  Any person becoming entitled to any Shares in consequence of
the death, bankruptcy, or incompetence of any Shareholder or otherwise by
operation of law, shall be recorded on the register of Shares as the holder of
such Shares upon production of the proper evidence thereof to the Trustees or
the Transfer Agent; but until such record is made, the Shareholder of record
shall be deemed to be the holder of such Shares for all purposes hereunder and
neither the Trustees not any Transfer Agent or registrar nor any officer or
agent of the Trust shall be affected by any notice of such death, bankruptcy or
incompetence, or other operation of law.

                  Section 6.7 Notices. Any and all notices to which any
Shareholder may be entitled and any and all communications shall be deemed duly
served or given if mailed, postage prepaid, addressed to any Shareholder of
record at his last known address as recorded on the register of the Trust.

                  Section 6.8 Treasury Shares. Shares held in the treasury
shall, until reissued pursuant to Section 6.4, not confer any voting rights on
the Trustees, nor shall such Shares be entitled to any dividends or other
distributions declared with respect to the Shares.

                  Section 6.9 Voting Powers. The Shareholders shall have power
to vote only (i) for the election of Trustees as provided in Section 2.2 hereof,
(ii) with respect to any investment advisory or management contract as provided
in Section


                                       20

<PAGE>



4.1, (iii) with respect to termination of the Trust as provided in Section 9.2,
(iv) with respect to any amendment of the Declaration to the extent and as
provided in Section 9.3, (v) with respect to any merger, consolidation,
conversion or sale of assets as provided in Sections 9.4, 9.5, and 9.7, (vi)
with respect to incorporation of the Trust to the extent and as provided in
Section 9.5, (vii) to the same extent as the stockholders of a Pennsylvania
business corporation as to whether or not a court action, proceeding or claim
should or should not be brought or maintained derivatively or as a class action
on behalf of the Trust or the Shareholders, (viii) with respect to such
additional matters relating to the Trust as may be required by the Declaration,
the By-laws or any registration of the Trust as an investment company under the
1940 Act with the Commission (or any successor agency) or any state, or as the
Trustees may consider necessary or desirable and (ix) with respect to those
matters set forth in the designations and powers, preferences and rights, and
the qualifications, limitations and restrictions of the Preferred Shares, as
determined in accordance with Section 6.1 hereof. Each whole Share shall be
entitled to one vote as to any matter on which it is entitled to vote and each
fractional Share shall be entitled to a proportionate fractional vote. There
shall be no cumulative voting in the election of Trustees. Until Shares are
issued, the Trustees may exercise all rights of Shareholders and may take any
action required by law, the Declaration or the By-laws to be taken by
Shareholders. The By-laws may include further provisions for Shareholders votes
and meetings and related matters.

                                  ARTICLE VII

                        DETERMINATION OF NET ASSET VALUE,
                          NET INCOME AND DISTRIBUTIONS

                  The Trustees, in their absolute discretion, may prescribe and
shall set forth in the By-laws or in a duly adopted vote of the Trustees such
bases and times for determining the per share net asset value of the Common
Shares or net income, or the declaration and payment of dividends and
distributions, as they may deem necessary or desirable.

                                  ARTICLE VIII

                                   CUSTODIANS

                  The Trustee shall at all times employ one or more custodians,
meeting the qualifications for custodians for portfolio securities of investment
companies contained in the 1940 Act, as custodian with respect to the Trust. If
so directed by a Majority Shareholder vote of each the Common Shares and the
Preferred Shares

                                       21


<PAGE>

voting as separate classes, the custodian shall deliver and pay over all
property of the Trust held by it as specified in such vote.

                  The Trustees may also authorize each custodian to employ one
or more sub-custodians from time to time to perform such of the acts and
services of the custodian and upon such terms and conditions, as may be agreed
upon between the custodian and such sub-custodian and approved by the Trustees,
provided that in every case such subcustodian shall meet the qualifications for
custodians contained in the 1940 Act.

                                   ARTICLE IX

                         DURATION; TERMINATION OF TRUST;
                            AMENDMENT; MERGERS, ETC.

                  Section 9.1 Duration. Subject to possible termination in
accordance with the other provisions of Article IX hereof, the Trust created
hereby shall continue until the expiration of 20 years after the death of the
last survivor of the initial Trustees named herein and the following named
persons:

<TABLE>
<CAPTION>
Name                                Address                   Date of Birth
----                                -------                   -------------
<S>                                 <C>                       <C>
Allison Joy Nyberg                  419 Deepwood Court        April 17, 1982

                                    Naperville, IL 60540

Peter Andrew Nyberg                 419 Deepwood Court        May 15, 1984

                                    Naperville, IL 60540

Erika Ann Nyberg                    419 Deepwood Court        May 8, 1987

                                    Naperville, IL 60540

Warren Bradley Wetherell            422 Evergreen Drive       December 18, 1987

                                    Glen Ellyn, IL 60137

Matthew Charles Wetherell           422 Evergreen Drive       January 6, 1990

                                    Glen Ellyn, IL 60137
</TABLE>



                                       22

<PAGE>

                  Section 9.2 Termination of Trust. (a) The Trust may be
terminated (I) by the affirmative vote of the holders of not less than
seventy-five percent (75%) of each of the Common Shares and the Preferred Shares
outstanding and entitled to vote, voting as separate classes, at any meeting of
Shareholders, or (II) by an instrument in writing, without a meeting, signed by
a majority of the Trustees and consented to by the holders of not less than
seventy-five percent (75%) of each of such Common Shares and Preferred Shares.
Upon the termination of the Trust:

                       (i) The Trust shall carry on no business except for the
     purpose of winding up its affairs;

                       (ii) The Trustees shall proceed to wind up the affairs of
     the Trust and all of the powers of the Trustees under this Declaration
     shall continue until the affairs of the Trust shall have been wound up,
     including the power to fulfill or discharge the contracts of the Trust,
     collect its assets, sell, convey, assign, exchange, transfer or otherwise
     dispose of all or any part of the remaining Trust Property to one or more
     persons at public or private sale for consideration which may consist in
     whole or in part of cash, securities or other property of any kind,
     discharge or pay its liabilities, and to do all other acts appropriate to
     liquidate its business; provided, that any sale, conveyance, assignment,
     exchange, transfer or other disposition of all or substantially all of the
     Trust Property shall require Shareholder approval in accordance with
     Section 9.4 hereof; and

                       (iii) After paying or adequately providing for the
     payment of all liabilities, and upon receipt of such releases, indemnities
     and refunding agreements as they deem necessary for their protection, the
     Trustees may distribute the remaining Trust Property, in cash or in kind or
     partly in cash and partly in kind, among the Shareholders according to
     their respective rights, including any preferential rights of Preferred
     Shares to receive such distribution.

                  (b) After termination of the Trust and distribution to the
Shareholders as herein provided, a majority of the Trustees shall execute and
lodge among the records of the Trust an instrument in writing setting forth the
fact of such termination, and the Trustees shall thereupon be discharged from
all further liabilities and duties hereunder, and the rights and interests of
all Shareholders shall thereupon cease.



                                       23


<PAGE>

                  Section 9.3 Amendment Procedure. (a) Except as provided in
paragraph (c) of this Section 9.3, this Declaration may be amended by a Majority
Shareholder vote of each of the Common Shares and the Preferred Shares, voting
as separate classes, or by an instrument in writing, without a meeting, signed
by a majority of the Trustees and consented to by the holders of not less than a
majority of each of the Common Shareholders and the Preferred Shareholders,
voting as separate classes. The Trustees may also amend this Declaration without
the vote or consent of Shareholders to change the name of the Trust, to supply
any omission, to cure, correct or supplement any ambiguous, defective or
inconsistent provision hereof, to make any changes deemed necessary to
effectuate the designations and powers, preferences and rights, and the
qualifications, limitations and restrictions adopted by the Trustees with
respect to the Preferred Shares pursuant to Section 6.1 hereof, or if they deem
it necessary to conform this Declaration to the requirements of applicable
federal laws or regulations or the requirements of the regulated investment
company provisions of the Internal Revenue Code, but the Trustees shall not be
liable for failing so to do.

                       (b) No amendment, except pursuant to Section 6.1, may be
made under this Section 9.3 which would change any rights with respect to any
Shares by reducing the amount payable thereon upon liquidation of the Trust or
by diminishing or eliminating any voting rights pertaining thereto, except with
the vote or consent of the holders of two-thirds of the class of Shares so
effected outstanding and entitled to vote. Nothing contained in this Declaration
shall permit the amendment of this Declaration to impair the exemption from
personal liability of the Shareholders, Trustees, Officers, employees and agents
of the Trust or to permit assessment upon Shareholders.

                       (c) No amendment may be made under this Section 9.3 which
shall amend, alter, change or repeal any of the provisions of Sections 9.2, 9.3,
9.4, 9.6 and 9.7 unless the amendment effecting such amendment, alteration,
change or repeal shall receive the affirmative vote or consent of seventy-five
percent (75%) of each the Common Shareholders and the Preferred Shareholders,
voting as separate classes. Such affirmative vote or consent shall be in
addition to the vote or consent of the holders of Shares otherwise required by
law or by the terms of any class or series of Preferred Shares, whether now or
hereafter authorized, or any agreement between the Trust and any national
securities exchange.

                       (d) A certificate signed by a majority of the Trustees
setting forth an amendment and reciting that it was duly adopted by the
Shareholders or by the Trustees as aforesaid or a copy of the Declaration, as
amended, and executed by a


                                       24


<PAGE>

majority of the Trustees, shall be conclusive evidence of such amendment when
lodged among the records of the Trust.

                  Notwithstanding any other provision hereof, until such time as
a Registration Statement under the Securities Act of 1933, as amended, covering
the first public offering of securities of the Trust shall have become
effective, this Declaration may be terminated or. amended in any respect by the
affirmative vote of a majority of the Trustees or by an instrument signed by a
majority of the Trustees.

                  Section 9.4 Merger, Consolidation and Sale of Assets. Subject
to Section 9.7, the Trust may merge or consolidate with any other corporation,
association, trust or other organization or may sell, lease or exchange all or
substantially all of the Trust Property, including its good will, upon such
terms and conditions and for such consideration when and as authorized at any
meeting of Shareholders called for the purpose by the affirmative vote of the
holders of not less than two-thirds of the Common Shares and the Preferred
Shares outstanding and entitled to vote, voting as separate classes or by an
instrument or instruments in writing without a meeting, consented to by the
holders of not less than two-thirds of each such class of Common Shares and
Preferred Shares, provided, however, that if such merger, consolidation, sale,
lease or exchange is recommended by the Trustees, the vote or written consent of
the holders of a majority of the Common Shares and the Preferred Shares
outstanding and entitled to vote, voting as separate classes shall be sufficient
authorization and any such merger, consolidation, sale, lease or exchange shall
be deemed for all purposes to have been accomplished under and pursuant to the
common law of the Commonwealth of Pennsylvania.

                  Section 9.5 Incorporation and Reorganization. Subject to
Section 9.7 with the approval of the holders of a majority of the Common Shares
and Preferred Shares outstanding and entitled to vote, voting as separate
classes the Trustees may cause to be organized or assist in organizing a
corporation or corporations under the laws of any jurisdiction, or any other
trust, partnership, association or other organization to take over all of the
Trust Property or to carry on any business in which the Trust shall directly or
indirectly have any interest, and to sell, convey and transfer the Trust
Property to any such corporation, trust, partnership, association or
organization in exchange for the shares or securities thereof or otherwise and
to lend money to, subscribe for the shares or securities of, and enter into any
contracts with any such corporation, trust, partnership, association or
organization or any corporation, partnership, association, trust, or
organization in which the Trust holds or is about to acquire shares or any other
interest. The Trustees may also cause a merger or consolidation between the
Trust or any successor thereto and any such corporation, trust, partnership,
association or other organization if and


                                       25

<PAGE>



to the extent permitted by law, as provided under the law then in effect.
Nothing contained herein shall be construed as requiring approval of
Shareholders for the Trustees to organize or assist in organizing one or more
corporations, trusts, partnerships, associations or other organizations and
selling, conveying or transferring a portion of the Trust Property to such
organization or entities.

                  Section 9.6 Conversion to Open-End Company. Notwithstanding
any other provisions of this Declaration or the By-Laws, an amendment to this
Declaration that makes the Shares a "redeemable security" (as that term is
defined in the 1940 Act) shall be required to be approved by at least (a) a
majority of the Trustees, including a majority of the Trustees who are not
Interested Persons; and (b) a Majority Shareholder vote of each the Common
Shareholders and the Preferred Shareholders, voting as separate classes.

                  The Trust shall notify, within a reasonable period of time,
the holders of all capital securities of the approval, in accordance with the
preceding paragraph of this Section 9.6, of any amendment to this Declaration
that makes the Shares a "redeemable security".

                  Section 9.7 Certain Transactions. (a) Notwithstanding any
other provision of this Declaration and subject to the exceptions provided in
paragraph (d) of this Section, the types of transactions described in paragraph
(c) of this Section shall require the affirmative vote or consent of the holders
of seventy-five percent (75%) of the Common Shares and Preferred Shares
outstanding and entitled to vote, voting as separate classes when a Principal
Shareholder (as defined in paragraph (b) of this Section) is a party to the
transaction. Such affirmative vote or consent shall be in addition to the vote
or consent of the holders of Shares otherwise required by law or by the terms of
any class or series of Preferred Shares, whether now or hereafter authorized, or
any agreement between the Trust and any national securities exchange.

                       (b) The term "Principal Shareholder" shall mean any
corporation, person or other entity which is the beneficial owner, directly or
indirectly, of more than five percent (5%) of the outstanding Shares and shall
include any affiliate or associate, as such terms are defined in clause (ii)
below, of a Principal Shareholder. For the purposes of this Section, in addition
to the Shares which a corporation, person or other entity beneficially owns
directly, (a) any corporation, person or other entity shall be deemed to be the
beneficial owner of any Shares (i) which it has the right to acquire pursuant to
any agreement or upon exercise of conversion rights or warrants, or otherwise
(but excluding share options granted by the Trust) or (ii) which are
beneficially owned, directly or indirectly (including Shares deemed owned
through application of clause (i) above), by any other




                                       26

<PAGE>


corporation, person or entity with which it or its "affiliate" or "associate"
(as defined below) has any agreement, arrangement or understanding for the
purpose of acquiring, holding, voting or disposing of Shares, or which is its
"affiliate", or "associate" as those terms are defined in Rule 12b-2 of the
General Rules and Regulations under the Securities Exchange Act of 1934 as in
effect on August 1, 1988, and (b) the outstanding Shares shall include Shares
deemed owned through application of clauses (i) and (ii) above but shall not
include any other Shares which may be issuable pursuant to any agreement, or
upon exercise of conversion rights or warrants, or otherwise.

                       (c) This Section shall apply to the following
transactions:

                          (i) The merger or consolidation of the Trust or any
     subsidiary of the Trust with or into any Principal Shareholder.

                          (ii) The issuance of any securities of the Trust to
     any Principal Shareholder for cash.

                          (iii) The sale, lease or exchange of all or any
     substantial part of the assets of the Trust to any Principal Shareholder
     (except assets having an aggregate fair market value of less than
     $1,000,000, aggregating for the purpose of such computation all assets
     sold, leased or exchanged in any series of similar transactions within a
     twelve-month period).

                          (iv) The sale, lease or exchange to the Trust or any
     subsidiary thereof, in exchange for securities of the Trust of any assets
     of any Principal Shareholder (except assets having an aggregate fair market
     value of less than $1,000,000, aggregating for the purposes of such
     computation all assets sold, leased or exchanged in any series of similar
     transactions within a twelve-month period).

                       (d) The provisions of this Section shall not be
applicable to (i) any of the transactions described in paragraph (c) of this
Section if the Board of Trustees of the Trust shall by resolution have approved
a memorandum of understanding with such Principal Shareholder with respect to
and substantially consistent with such transaction, or (ii) any such transaction
with any corporation of which a majority of the outstanding shares of all
classes of stock normally entitled to vote in elections of directors is owned of
record or beneficially by the Trust and its subsidiaries.



                                       27

<PAGE>

                       (e) The Board of Trustees shall have the power and duty
to determine for the purposes of this Section on the basis of information known
to the Trust, whether (i) a corporation, person or entity beneficially owns more
than five percent (5%) of the outstanding Shares, (ii) a corporation, person or
entity is an "affiliate" or "associate" (as defined above) of another, (iii) the
assets being acquired or leased to or by the Trust or any subsidiary thereof,
constitute a substantial part of the assets of the Trust and have an aggregate
fair market value of less than $1,000,000, and (iv) the memorandum of
understanding referred to in paragraph (d) hereof is substantially consistent
with the transaction covered thereby. Any such determination shall be conclusive
and binding for all purposes of this Section.

                                   ARTICLE X

                                  SHAREHOLDERS

                  Section 10.1 Meetings of Shareholders. An annual meeting of
the Shareholders for the election of Trustees and for the transaction of such
other business as may properly be brought before the meeting shall be held if
the holding of such a meeting is required by law or by the rules of any exchange
on which Shares are listed for trading, on the second Thursday of May of each
year, or at such other date, at such place within or without the Commonwealth of
Pennsylvania at such time as the Trustees shall designate from time to time. A
Special Meeting of Shareholders may be called at any time by a majority of the
Trustees and shall be called by any Trustee for any proper purpose upon written
request of Shareholders of the Trust holding in the aggregate: with respect to
matters not requiring voting by the Common Shareholders and Preferred
Shareholders as separate classes, not less than 51% of the outstanding Common
Shares and Preferred Shares voting as single class, such request specifying the
purpose or purposes for which such meeting is to be called; with respect to
matters requiring voting by the Common Shareholders and Preferred Shareholders
as separate classes, not less than 51% of the outstanding Common Shares and not
less than 51% of the outstanding Preferred Shares, unless some other percentage
for the Preferred Shares is set forth in the designation pursuant to Section 6.1
hereof, voting as separate classes, such request specifying the purpose or
purposes for which such meeting is to be called; or, in the case of a meeting
for the purpose of voting on the question of removal of any Trustee or Trustees,
upon written request of the class of Shareholders entitled to vote on the
removal of such Trustee or Trustees holding in the aggregate not less than 10%
of the outstanding Shares of such class; or, in the case of a meeting for the
purpose of voting on the question of removal of the independent public
accountants of the Trust, upon written request of Common Shareholders and
Preferred Shareholders voting as a single class, holding in the aggregate not
less than 10% of the outstanding


                                       28


<PAGE>

Common Shares and Preferred Shares. Any Special Meeting shall be held within or
without the Commonwealth of Pennsylvania on such day and at such time as the
Trustees shall designate.

                  Section 10.2 Voting. Shareholders shall have no power to vote
on any matter except matters on which a vote of Shareholders is required by
applicable law, this Declaration or resolution of the Trustees. There shall be
no cumulative voting in the election or removal of Trustees.

                  Section 10.3 Notice of Meet in and Record Date. Notice of all
meetings of Shareholders, stating the time, place and purposes of the meeting,
shall be given by the Trustees by mail to each Shareholder of record entitled to
vote thereat at his registered address, mailed at least 10 days and not more
than 60 days before the meeting. Only the business stated in the notice of the
meeting shall be considered at such meeting. Any adjourned meeting may be held
as adjourned without further notice. For the purposes of determining the
Shareholders who are entitled to notice of and to vote at any meeting the
Trustees may, without closing the transfer books, fix a date not more than 60
days prior to the date of such meeting of Shareholders as a record date for the
determination of the Persons to be treated as Shareholders of record for such
purposes.

                  Section 10.4 Quorum and Required Vote. The holders of a
majority of outstanding Shares of each class or series or combined class
entitled to vote thereat of the Trust present in person or by proxy shall
constitute a quorum at any meeting of the Shareholders for purposes of
conducting business on which a vote of Shareholders of the Trust is being taken.
Subject to any provision of applicable law, this Declaration or resolution of
the Trustees specifying a greater or lesser vote requirement for the transaction
of any item of business at any meeting of Shareholders, the affirmative vote of
a majority of the Shares of any class or series present in person or represented
by proxy and entitled to vote on the subject matter shall be the act of the
Shareholders of such class or series with respect to such matter.

                  Section 10.5 Proxies, etc. At any meeting of Shareholders, any
holder of Shares entitled to vote thereat may vote by properly executed proxy,
provided that no proxy shall be voted at any meeting unless it shall have been
placed on file with the Secretary, or with such other officer or agent of the
Trust as the Secretary may direct, for verification prior to the time at which
such vote shall be taken. Pursuant to a resolution of a majority of the
Trustees, proxies may be solicited in the name of one or more Trustees or one or
more of the officers or employees of the Trust. Only Shareholders of record
shall be entitled to vote. Each full Share shall be entitled to one vote and
fractional Shares shall be entitled to a vote of such

                                       29

<PAGE>

fractions. When any Share is held jointly by several persons, any one of them
may vote at any meeting in person or by proxy in respect of such Share, but if
more than one of them shall be present at such meeting in person or by proxy,
and such joint owners or their proxies so present disagree as to any vote to be
cast, such vote shall not be received in respect of such Share. A proxy
purporting to be executed by or on behalf of a Shareholder shall be deemed valid
unless challenged at or prior to its exercise, and the burden of proving
invalidity shall rest on the challenger. If the holder of any such Share is a
minor or a person of unsound mind, and subject to guardianship or to the legal
control of any other person as regards the charge or management of such Share,
he may vote by his guardian or such other Person appointed or having such
control, and such vote may be given in person or by proxy.

                  Section 10.6 Reports. The Trustees shall cause to be prepared
at least annually and more frequently to the extent required by law a report of
operations containing a balance sheet and statement of income and undistributed
income of the Trust prepared in conformity with generally accepted accounting
principles and an opinion of an independent public accountant on such financial
statements. Copies of such reports shall be mailed to all Shareholders of record
within the time required by the 1940 Act. The Trustees shall, in addition,
furnish to the Shareholders at least semi-annually to the extent required by
law, interim reports containing an unaudited balance sheet as of the end of such
period and an unaudited statement of income and surplus for the period from the
beginning of the current fiscal year to the end of such period.

                  Section 10.7 Inspection of Records. The records of the Trust
shall be open to inspection by Shareholders to the same extent as is permitted
under the common law of Pennsylvania.

                  Section 10.8 Shareholder Action by Written Consent. Any action
which may be taken by Shareholders by vote may be taken without a meeting if the
holders entitled to vote thereon of the proportion of Shares of the class or
classes required for approval of such action at a meeting of Shareholders
pursuant to Section 10.4 consent to the action in writing and the written
consents be filed with the records of the meetings of Shareholders. Such consent
shall be treated for all purposes as a vote taken at a meeting of Shareholders.

                                   ARTICLE XI

                                  MISCELLANEOUS

                  Section 11.1 Filing. This Declaration and any amendment hereto
shall be filed in the office of the Secretary of the Trust and in such other
places as


                                       30


<PAGE>

may be required or as the Trustees deem appropriate. Each amendment so filed
shall be accompanied by a certificate signed and acknowledged by a Trustee
stating that such action was duly taken in a manner provided herein, and unless
such amendment or such certificate sets forth some later time for the
effectiveness of such amendment, such amendment shall be effective upon its
filing. A restated Declaration, integrating into a single instrument all of the
provisions of the Declaration which are then in effect and operative, may be
executed from time to time by a majority of the Trustees and shall be conclusive
evidence of all amendments contained therein and may thereafter be referred to
in lieu of the original Declaration and the various amendments thereto.

                  Section 11.2 Governing Law. This Declaration is executed by
the Trustees and delivered in The Commonwealth of Pennsylvania and with
reference to the laws thereof, and the rights of all parties and the validity
and construction of every provision hereof shall be subject to and construed
according to the laws of said Commonwealth and references shall be specifically
made to the common law of the Commonwealth of Pennsylvania as to the
construction of matter not specifically covered herein or as to which an
ambiguing exists.

                  Section 11.3 Counterparts. This Declaration may be
simultaneously executed in several counterparts, each of which shall be deemed
to be an original, and such counterparts, together, shall constitute one and the
same instrument, which shall be sufficiently evidenced by any such original
counterpart.

                  Section 11.4 Reliance by Third Parties. Any certificate
executed by an individual who, according to the records of the Trust appears to
be a Trustee hereunder, certifying: (a) the number or identity of Trustees or
Shareholders, (b) the due authorization of the execution of any instrument or
writing, (c) the form of any vote passed at a meeting of Trustees or
Shareholders, (d) the fact that the number of Trustees or Shareholders present
at any meeting or executing any written instrument satisfies the requirements of
this Declaration, (e) the form of any By-Laws adopted by or the identity of any
officers elected by the Trustees, or (f) the existence of any fact or facts
which in any manner relate to the affairs of the Trust, shall be conclusive
evidence as to the matters so certified in favor of any Person dealing with the
Trustees and their successors.

                  Section 11.5 Provisions in Conflict with Law or Regulations.
(a) The provisions of the Declaration are severable, and if the Trustees shall
determine, with the advice of counsel, that any of such provisions is in
conflict with the 1940 Act, the regulated investment company provisions of the
Internal Revenue Code of 1986, or any amendments or successor statute thereto,
or with other applicable laws and regulations, the conflicting provision shall
be deemed not to constitute an never

                                       31


<PAGE>

to have constituted a part of the Declaration; provided, however, that such
determination shall not affect any of the remaining provisions of the
Declaration or render invalid or improper any action taken or omitted prior to
such determination.

                       (b) If any provision of the Declaration shall be held
invalid or unenforceable in any jurisdiction, such invalidity or
unenforceability shall apply only to such provision in such jurisdiction and
shall not in any manner affect such provision in any other jurisdiction or any
other provision of the Declaration in any jurisdiction.

                  Section 11.6 Use of the Names "Van Kampen Merritt". Van Kampen
Merritt Inc. ("Van Kampen") has consented to the use by the Trust of the
identifying words or names "Van Kampen Merritt" or "VKM" in the name of the
Trust. Such consent is conditioned upon the employment of Van Kampen its
successors or any affiliate thereof, as investment advisor or distributor of the
Trust. As between the Trust and itself, Van Kampen controls the use of the name
of the Trust insofar as such name contains "Van Kampen Merritt" or "VKM". The
names or identifying words "Van Kampen Merritt" or "VKM" may be used from time
to time in other connections and for other purposes by Van Kampen or affiliated
entities. Van Kampen may require the Trust to cease using "Van Kampen Merritt"
or "VKM" in the name of the Trust if the Trust ceases to employ, for any reason,
Van Kampen, an affiliate, or any successor as investment advisor or distributor
of the Trust.






                                       32

<PAGE>


         IN WITNESS WHEREOF, the undersigned have caused these presents to be
executed as of the day and year first above written.

/s/ Scott E. Martin
----------------------------------
Scott E. Martin


/s/ Edward C. Wood, III
----------------------------------
Edward C. Wood, III


/s/ John L. Sullivan                   being all of the members of the Board of
----------------------------------     Trustees of the Trust.
John L. Sullivan



State of                   )
                           ) ss
County of                  )




                  Then personally appeared before me Scott E. Martin, Edward C.
Wood, III and John L. Sullivan who acknowledged the foregoing instrument to be
their free act and deed and the free act and deed of the Trustees of Van Kampen
Merritt Pennsylvania Value Municipal Income Trust.

                                                Before me,


                                                ----------------------------
                                                Notary Public

My Commission Expires:
                       -------------







                                       33
<PAGE>


                            CERTIFICATE OF AMENDMENT
                                     TO THE
                              DECLARATION OF TRUST
                                       OF

              Van Kampen Pennsylvania Value Municipal Income Trust

Van Kampen Pennsylvania Value Municipal Income Trust, a common law trust with
transferable shares organized and existing under and by virtue of the laws of
the Commonwealth of Pennsylvania (the "Trust"), DOES HEREBY CERTIFY:

FIRST: That the proper officers of the Trust have been authorized and directed
that the Declaration of Trust be amended to increase the number of Trustees of
the Trust to fifteen (15) by changing the section 2.1 of Article II thereof so
that as amended, said paragraph shall be and read as follows:

                                   ARTICLE II
                                    TRUSTEES

         Section 2.1 Number of Trustees. The number of Trustees shall initially
         be three (3), and after a registration statement under the Securities
         Act of 1933, as amended, covering the first public offering of
         securities of the Trust shall have been filed, the number of Trustees
         shall be such number as shall be fixed from time to time by a written
         instrument signed by a majority of the Trustees, provided, however,
         that, following the date such registration statement shall have become
         effective (the "effective date"), the number of Trustees shall in no
         event be less than three (3) nor more than fifteen (15), except as such
         number shall be increased in connection with the rights of the holders
         of the Preferred Shares to elect a majority of the Trustees, as
         provided for in Section 2.2 hereof. No reduction in the number of
         Trustees shall have the effect of removing any Trustee from office
         prior to the expiration of his term unless the Trustee is specifically
         removed pursuant to Section 2.2 of this Article II at the time of the
         decrease.

SECOND: Such amendment shall become effective as of the close of business on
Friday, July 11, 2003.

                  IN WITNESS WHEREOF, this Certificate of Amendment has been
duly executed this 11th day of July, 2003.




                                       34

<PAGE>


                                         /s/ Wayne W. Whalen
                                         ---------------------------------------
                                         Name: Wayne W. Whalen
                                         As Trustee and not individually





















                                       35

<PAGE>


           Second Certificate of Amendment to the Declaration of Trust
                                       of
                    VAN KAMPEN AMERICAN CAPITAL PENNSYLVANIA
                          VALUE MUNICIPAL INCOME TRUST

         Van Kampen American Capital Pennsylvania Value Municipal Income Trust,
a common law trust with transferable shares organized and existing under and
by virtue of the laws of the Commonwealth of Pennsylvania (the "Trust"), DOES
HEREBY CERTIFY:

                  FIRST: That the Trustees considered a proposal to change the
Trust's name to delete the words "American Capital." Subsequently, the Trustees
unanimously adopted a resolution setting forth a proposed amendment to the
Declaration of Trust, declaring said amendment to be advisable. The resolution
setting forth the proposed amendment is as follows:

         RESOLVED, that the proper officers of each Trust be, and each of them
         hereby is authorized and directed, in the name and on behalf of such
         Trust, to take all actions to cause to be prepared and filed all other
         documents, to make all expenditures and to execute all instruments by
         them to be necessary or desirable in effectuating a name change for
         each Trust to delete the word "American Capital", including without
         limitation the preparation of an amendment to each Trust's Declaration
         of Trust, notification to the exchanges, the employment or retention of
         all such counsel, accountants and experts as may be deemed advisable by
         them, and the taking of such actions, the execution and filing or
         delivery of such documents, and the performance of such acts by them
         shall be conclusive evidence of their approval thereof and the approval
         thereof and authority therefor by and from such Trust.

                  SECOND: That the proper officers of the Trust have authorized
and directed that the Declaration of Trust be amended by changing the first
paragraph of Article I thereof so that as amended, said paragraph shall be and
read as follows:

                  Section 1.1 Name, Principal Office and Resident Agent. The
         name of the trust created hereby is the Van Kampen Pennsylvania Value
         Municipal Income Trust.

                  THIRD:  That such name change shall become effective as of the
close of business on Friday, August 28, 1998.




                                       36

<PAGE>


                  IN WITNESS WHEREOF, Van Kampen American Capital Pennsylvania
Value Municipal Income Trust has caused this Certificate of Amendment to be
executed in its name this 6th day of August, 1998.


                                                 VAN KAMPEN AMERICAN
                                                 CAPITAL PENNSYLVANIA VALUE
                                                 MUNICIPAL INCOME TRUST



                                                 By: /s/ Wayne W. Whalen
                                                     ----------------------
                                                 Name:  Wayne W. Whalen
                                                 Title: Trustee









                                       37
<PAGE>


                            CERTIFICATE OF AMENDMENT
                                       OF
                              DECLARATION OF TRUST

                  Van Kampen Merritt Pennsylvania Value Municipal Income Trust,
a common law trust with transferable shares organized and existing under and by
virtue of the laws of the Commonwealth of Pennsylvania (the "Trust"), DOES
HEREBY CERTIFY:

                  FIRST: That the Directors considered a proposal to change the
Trust's name to delete the word "Merritt" and substitute the words "American
Capital." Subsequently, the Directors unanimously adopted a resolution setting
forth a proposed amendment to the Declaration of Trust, declaring said amendment
to be advisable. The resolution setting forth the proposed amendment is as
follows:

         RESOLVED, that the proper officers of each Trust be, and each of them
         hereby is authorized and directed, in the name and on behalf of such
         Trust, to take all actions to cause to be prepared and filed all other
         documents, to make all expenditures and to execute all instruments by
         them to be necessary or desirable in effectuating a name change for
         each Trust to delete the word "Merritt" and substitute the words
         "American Capital", including without limitation the preparation of an
         amendment to each Trust's Declaration of Trust, notification to the
         exchanges, the employment or retention of all such counsel, accountants
         and experts as may be deemed advisable by them, and the taking of such
         actions, the execution and filing or delivery of such documents, and
         the performance of such acts by them shall be conclusive evidence of
         their approval thereof and the approval thereof and authority therefor
         by and from such Trust.





                                       38

<PAGE>


                  SECOND: That the proper officers of the Trust have authorized
and directed that the Declaration of Trust be amended by changing the first
paragraph of Article I thereof so that as amended, said paragraph shall be and
read as follows:

                  Section 1.1 Name, Principal Office and Resident Agent. The
         name of the trust created hereby is the Van Kampen American Capital
         Pennsylvania Value Municipal Income Trust.

                  THIRD:  That such name change shall become effective as of the
close of business on Friday, December 29, 1995.


                  IN WITNESS WHEREOF, Van Kampen Merritt Pennsylvania Value
Municipal Income Trust has caused this Certificate of Amendment to be executed
in its name this 29 day of December, 1995.


                                                  VAN KAMPEN MERRITT
                                                  PENNSYLVANIA VALUE
                                                  MUNICIPAL INCOME TRUST



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

</TEXT>
</DOCUMENT>
