<DOCUMENT>
<TYPE>EX-99.(13)(B)
<SEQUENCE>12
<FILENAME>c95895a1exv99wx13yxby.txt
<DESCRIPTION>AUCTION AGENCY AGREEMENT
<TEXT>
<PAGE>
                                                                   EXHIBIT 13(b)


--------------------------------------------------------------------------------







                            AUCTION AGENCY AGREEMENT

                                     between

                         VAN KAMPEN MERRITT PENNSYLVANIA
                          VALUE MUNICIPAL INCOME TRUST

                                       and

                              BANKERS TRUST COMPANY

                            Dated as of July 21, 1993



                                   Relating to


                            Auction Preferred Shares

                                     ("APS")

                                       of


                         VAN KAMPEN MERRITT PENNSYLVANIA
                          VALUE MUNICIPAL INCOME TRUST







--------------------------------------------------------------------------------




<PAGE>



1.   Definitions and Rules of Construction...................................1
     -------------------------------------
           1.1      Terms Defined by Reference to
                    APS Provisions...........................................1
                    --------------
           1.2      Terms Defined Herein.....................................1
                    --------------------
           1.3      Rules of Construction....................................3
                    ---------------------

2.   The Auction    .........................................................3
     -----------
           2.1      Purpose; Incorporation by Reference
                    of Auction Procedures and Settlement
                    Procedures...............................................3
                    ----------
           2.2      Preparation of Each Auction; Maintenance of
                    Registry of Beneficial Owners............................4
                    -----------------------------
           2.3      Information Concerning Rates.............................7
                    ----------------------------
           2.4      Auction Schedule........................................11
                    ----------------
           2.5      Designation of Special Dividend Period..................12
                    --------------------------------------
           2.6      Allocation of Taxable Income............................14
                    ----------------------------
           2.7      Failure to Deposit......................................15
                    ------------------
           2.8      Broker-Dealers..........................................17
                    --------------
           2.9      Ownership of APS........................................18
                    ----------------
           2.10     Access to and Maintenance of
                    ----------------------------
                    Auction Records.........................................18
                    ---------------
           2.11     Dividend and Redemption Price Deposit...................18
                    -------------------------------------

3.   The Auction Agent as Dividend and
     Redemption Price Disbursing Agent......................................19
     ---------------------------------

4.   The Auction Agent as Transfer Agent and
     ---------------------------------------
     Registrar      ........................................................19
     ---------
           4.1      Issue of Share Certificates.............................19
                    ---------------------------
           4.2      Registration of Transfer of Shares......................19
                    ----------------------------------
           4.3      Removal of Legend on Restricted Shares..................20
                    --------------------------------------
           4.9      Lost Share Certificates.................................20
                    -----------------------
           4.5      Disposition of Cancelled
                    Certificates; Record Retention..........................20
                    ------------------------------
           4.6      Share Transfer Books....................................20
                    --------------------
           4.7      Return of Funds.........................................21
                    ---------------

5.   Representations and Warranties of the Fund.............................21
     ------------------------------------------

                                       i

<PAGE>


6.   The Auction Agent .....................................................22
     -----------------
           6.1      Duties and Responsibilities.............................22
                    ---------------------------
           6.2      Rights of the Auction Agent.............................23
                    ---------------------------
           6.3      Auction Agent's Disclaimer..............................24
                    --------------------------
           6.4      Compensation, Expenses and
                    Indemnification.........................................24
                    ---------------

7.   Miscellaneous  ........................................................24
     -------------
           7.1      Term of Agreement.......................................24
                    -----------------
           7.2      Communications..........................................26
                    --------------
           7.3      Entire Agreement........................................26
                    ----------------
           7.4      Benefits................................................26
                    --------
           7.5      Amendment; Waiver.......................................26
                    -----------------
           7.6      Successors and Assigns..................................27
                    ----------------------
           7.7      Limitation of Liability.................................27
                    -----------------------
           7.8      Severability............................................27
                    ------------
           7.9      Execution in Counterparts...............................27
                    -------------------------
           7.10     Governing Law...........................................27
                    -------------

                                       ii
<PAGE>


                                    EXHIBITS

EXHIBIT A   -   Form of Broker-Dealer Agreement
EXHIBIT B   -   Form of Master Purchaser's Letter
EXHIBIT C   -   Settlement Procedures
EXHIBIT D   -   Form of APS Provisions
EXHIBIT E   -   Form of Notice of Auction Dates
EXHIBIT F   -   Form of Notice of Proposed Change of Length
                of Rate Period
EXHIBIT G   -   Form of Notice of Change of Length of Rate
                Period
EXHIBIT H   -   Form of Notice of Determination Not to Change
                Length of Rate Period
EXHIBIT I   -   Form of Notice of Cure of Failure to Deposit
EXHIBIT J   -   Form of Notice of Subsequent Cure of Failure
                to Deposit
EXHIBIT K   -   Form of Notice of Capital Gain and Taxable
                Ordinary Income Dividend


<PAGE>

         AUCTION AGENCY AGREEMENT dated as of July 21, 1993 between VAN KAMPEN
MERRITT PENNSYLVANIA VALUE MUNICIPAL INCOME TRUST, a Pennsylvania trust (the
"Fund"), and BANKERS TRUST COMPANY, a New York banking corporation (the "Auction
Agent").

         WHEREAS, the Fund proposes to issue a series of preferred shares of
beneficial interest, par value $.01 per share, liquidation preference $50,000
per share, designated Auction Preferred Shares pursuant to the APS Provisions
(as hereinafter defined) and desires that the Auction Agent perform certain
duties in connection with the APS upon the terms and subject to the conditions
of this Agreement, and hereby appoints the Auction Agent to act in the
capacities set forth in this Agreement.

         NOW, THEREFORE, in consideration of the premises and the mutual
covenants contained herein, the Fund and the Auction Agent agree as follows:

1.  Definitions and Rules of Construction.

         1.1   Terms Defined by Reference to APS Provisions. Capitalized terms
not defined herein shall have the respective meanings specified in the APS
Provisions.

         1.2   Terms Defined Herein. As used herein and in the Settlement
Procedures, the following terms shall have the following meanings, unless the
context otherwise requires:

               (a)  "Agent Member" of any Person shall mean the member of, or
participant in, the Securities Depository that will act on behalf of a Bidder
and is identified as such in such Bidder's Master Purchaser's Letter.

               (b)  "APS Provisions" shall mean the Certificate of Vote of the
Fund's Board of Trustees establishing the APS pursuant to the Declaration of
Trust of the Fund and attached hereto as Exhibit D.

               (c)  "Auction" shall have the meaning specified in Section 2.1
hereof.


<PAGE>

               (d)  "Auction Procedures" shall mean the auction procedures
constituting Part II of the form of APS Provisions.

               (e)  "Authorized Officer" shall mean each Senior Vice President,
Vice President, Assistant Vice President, Assistant Treasurer and Assistant
Secretary of the Auction Agent and every other officer or employee of the
Auction Agent designated as an "Authorized Officer" for purposes hereof in a
communication to the Fund.

               (f)  "Broker-Dealer" shall mean any broker-dealer, commercial
bank or other entity permitted by law to perform the functions of a
Broker-Dealer that is a member of, or a participant in, the Securities
Depository or is an affiliate of such member or participant, has been selected
by the Fund and has entered into a Broker-Dealer Agreement that remains
effective.

               (g)  "Broker-Dealer Agreement" shall mean each agreement among
the Fund, the Auction Agent and a Broker-Dealer substantially in the form
attached hereto as Exhibit A.

               (h)  "Existing Holder," when used with respect to the APS, shall
mean a Person who has signed a Master Purchaser's Letter and is listed as the
beneficial owner of such APS in the records of the Auction Agent.

               (i)  "Fund Officer" shall mean the Chairman of the Board of
Trustees of the Fund, the President, each Vice President (whether or not
designated by a number or word or words added before or after the title "Vice
President"), the Secretary, the Treasurer, each Assistant Secretary and each
Assistant Treasurer of the Fund and every other officer or employee of the Fund
designated as a "Fund Officer" for purposes hereof in a notice to the Auction
Agent.

               (j)  "Master Purchaser's Letter" shall mean a letter addressed to
the Fund, the Auction Agent, a Broker-Dealer and an Agent Member, substantially,
in the form attached hereto as Exhibit B.

               (k)  "Potential Holder" when used with respect to the APS, shall
mean any Person, including any Existing Holder of APS, (i) who shall have
executed a

                                       2
<PAGE>

Master Purchaser's Letter and (ii) who may be interested in acquiring APS (or,
in the case of an Existing Holder of APS, additional APS).

               (l)  "Settlement Procedures" shall mean the Settlement Procedures
attached hereto as Exhibit C.

               (m)  "Underwriters" shall mean Goldman, Sachs & Co., Smith
Barney; Harris Upham & Co. Incorporated, PaineWebber Incorporated, Prudential
Securities Incorporated, Kidder, Peabody & Co. Incorporated an A.G. Edwards &
Sons, Inc. and any other person named as an underwriter of the APS in the
Underwriting Agreement or any schedule thereto.

               (n)  "Underwriting Agreement" shall mean the Underwriting
Agreement dated July 15, 1993 among the Fund and Goldman, Sachs & Co.; Smith
Barney, Harris Upham & Co. Incorporated, PaineWebber Incorporated, Prudential
Securities Incorporated, Kidder, Peabody & Co. Incorporated and A.G. Edwards &
Sons, Inc.

         1.3   Rules of Construction. Unless the context or use indicates
another or different meaning or intent, the following rules shall apply to the
construction of this Agreement:

               (a)  Words importing the singular number shall include the plural
number and vice versa.

               (b)  The captions and headings herein are solely for convenience
of reference and shall not constitute a part of this Agreement nor shall they
affect its meaning, construction or effect.

               (c)  The words "hereof", "herein", "hereto" and other words of
similar import refer to this Agreement as a whole.

               (d)  All references herein to a particular time of day shall be
to New York City time.

2.  The Auction.

         2.1   Purpose; Incorporation by Reference of Auction Procedures and
Settlement Procedures. (a) The APS Provisions provide that the Applicable Rate
per annum

                                       3

<PAGE>


for the APS for each Subsequent Dividend Period after the Initial Dividend
Period with respect to the APS shall, except under certain conditions, be equal
to the rate per annum that a bank or trust company appointed by the Fund advises
has resulted on the Business Day preceding the first day of such Subsequent
Dividend Period from implementation of the Auction Procedures. Each periodic
implementation of the Auction Procedures is hereinafter referred to as an
"Auction." The Board of Trustees has adopted a resolution appointing Bankers
Trust Company as Auction Agent for purposes of the Auction Procedures for the
APS. The Auction Agent accepts such appointment and agrees to follow the
procedures set forth in this Section 2 and the Auction Procedures for the
purpose of determining the Applicable Rate for the APS for each Subsequent
Dividend Period thereof for which the Applicable Rate is to be determined by an
Auction.

               (a)  All of the provisions contained in the Auction Procedures
and the Settlement Procedures are incorporated herein by reference in their
entirety and shall be deemed to be a part hereof to the same extent as if such
provisions were fully set forth herein.

         2.2   Preparation of Each Auction; Maintenance of Registry of
Beneficial Owners. (a) Not later than seven days prior to the first Auction Date
for the APS, the Fund shall provide the Auction Agent with a list of the
Broker-Dealers and a manually signed copy of each Broker-Dealer Agreement for
execution by the Auction Agent. Not later than seven days prior to any Auction
Date for the APS for which any change in such list of Broker-Dealers is to be
effective, the Fund will notify the Auction Agent in writing of such change and,
if any such change involves the addition of a Broker-Dealer to such list, shall
cause to be delivered to the Auction Agent for execution by the Auction Agent a
Broker-Dealer Agreement signed by such Broker-Dealer; provided, however, that if
the Fund proposes to designate any Special Dividend Period of the APS pursuant
to Section 4 of Part I of the APS Provisions, not later than 11:00 A.M., New
York City time, on the Business Day next preceding the Auction next preceding
the first day of such Special Dividend Period, upon the written request of the
Auction Agent the Fund shall provide the Auction Agent with a list of the
Broker-Dealers for the APS and a manually signed copy of each Broker-Dealer
Agreement or a new


                                       4
<PAGE>


Schedule A to the Broker-Dealer Agreement (which Schedule A shall replace and
supersede any previous Schedule A to such Broker-Dealer Agreement) with each
Broker-Dealer. The Auction Agent and the Fund shall have entered into an
Agreement with each Broker-Dealer prior to the participation of any such
Broker-Dealer in any Auction.

               (b)  In the event that any Auction Date for the APS shall be
changed after the Auction Agent shall have given the notice referred to in
clause (vi) of paragraph (a) of the Settlement Procedures, or after the notice
referred to in Section 2.5(a) hereof, if applicable, the Auction Agent, by such
means as the Auction Agent deems practicable, shall give notice of such change
to the Broker-Dealers for the APS not later than the earlier of 9:15 A.M. on the
new Auction Date or 9:15 A.M. on the old Auction Date.

               (c)  (i) The Auction Agent shall maintain a registry of the
beneficial owners of APS who shall constitute Existing Holders of the APS for
purposes of Auctions and shall indicate thereon the identity of the respective
Broker-Dealer of each Existing Holder, if any, on whose behalf such
Broker-Dealer submitted the most recent Order in any Auction which resulted in
such Existing Holder continuing to hold or purchasing the APS. The Auction Agent
shall keep such registry current and accurate. The Fund shall provide or cause
to be provided to the Auction Agent at or prior to the Date of Original Issue of
the APS a list of the initial Existing Holders of APS, the number of shares
purchased by each such Existing Holder and the respective Broker-Dealer of each
such Existing Holder or the affiliate thereof through which each such Existing
Holder purchased such APS. The Auction Agent shall advise the Fund in writing
whenever the number of Existing Holders is 500 or more. The Auction Agent may
rely upon, as conclusive evidence of the identities of the Existing Holders of
APS, (A) such list, (B) the results of Auctions and (C) notices from any
Existing Holder, the Agent Member of any Existing Holder or the Broker-Dealer of
any Existing Holder as described in the first sentence of Section 2.2(c)(iii)
hereof.

                    (ii) In the event of any partial redemption of the APS, the
     Auction Agent shall, at least two Business Days prior to the

                                       5

<PAGE>


     next Auction, request the Agent Member of each Existing Holder of APS to
     disclose to the Auction Agent (upon selection by such Agent Member of the
     Existing Holders whose APS are to be redeemed) the number of APS, if any,
     of such Existing Holder which are subject to such redemption, provided the
     Auction Agent has been furnished with the name and telephone number of a
     person or department at such Agent Member from which it shall request such
     information. Upon any refusal of an Agent Member to release such
     information, the Auction Agent shall deliver to such Agent Member a
     facsimile copy of the Existing Holder's Master Purchaser's Letter, which
     authorizes and instructs such Agent Member to release such information to
     the Auction Agent. In the absence of receiving any such information with
     respect to an Existing Holder, from such Existing Holder's Agent Member or
     otherwise, the Auction Agent may continue to treat such Existing Holder as
     the beneficial owner of the number of APS shown in the Auction Agent's
     registry.

                    (iii) The Auction Agent shall be required to register a
     transfer of APS from an Existing Holder of such APS to another Person only
     if such transfer is made to a Person that has delivered, or on whose behalf
     has been delivered, a signed Master Purchaser's Letter to the Auction Agent
     and if (A) such transfer is pursuant to an Auction or (B) the Auction Agent
     has been notified in writing (I) in a notice substantially in the form of
     Exhibit D to the Broker-Dealer Agreements by such Existing Holder, the
     Agent Member of such Existing Holder or the Broker-Dealer of such Existing
     Holder of such transfer or (II) in a notice substantially in the form of
     Exhibit E to the Broker-Dealer Agreements by the Broker-Dealer of any
     Person that purchased or sold APS in an Auction of the failure of such APS
     to be transferred as a result of such Auction. The Auction Agent is not
     required to accept any such notice for an Auction unless it is received by
     the Auction Agent by 3:00 P.M. on the Business Day preceding such Auction.


                                       6

<PAGE>

                    (iv) The Auction Agent is not required to accept the Master
     Purchaser's Letter of any Potential Holder who wishes to submit a Bid for
     the first time in an Auction or of any Potential Holder or Existing Holder
     who wishes to amend its Master Purchaser's Letter unless such letter or
     amendment is received by the Auction Agent by 3:00 P.M. on the Business Day
     preceding such Auction.

               (d)  The Auction Agent may request the Broker-Dealers, as set
forth in the Broker-Dealer Agreements, to provide the Auction Agent with a list
of their respective customers that such Broker-Dealers believe are Existing
Holders of APS. The Auction Agent shall keep confidential such registry of
Existing Holders and shall not disclose the identities of the Existing Holders
of such APS to any Person other than the Fund and the Broker-Dealer that
provided such information.

         2.3   Information Concerning Rates. (a) The Applicable Percentage on
the date of this Agreement for APS is 110%. If there is any change in the credit
rating of APS by either of the rating agencies (or substitute or successor
rating agencies) referred to in the definition of "Applicable Percentage"
resulting in any change in the Applicable Percentage for APS after the date of
this Agreement, the Fund shall notify the Auction Agent in writing of such
change in the Applicable Percentage prior to 12:00 Noon on the Business Day
prior to the next Auction Date for the APS succeeding such change. If the Fund
designates all or a portion of any dividend on the APS to consist of net capital
gains or other income taxable for federal income tax purposes, it will indicate,
in its notice in the form of Exhibit K hereto to the Auction Agent pursuant to
Section 2.6 hereof, the Applicable Percentage for the APS such series to be in
effect for the Auction Date on which the dividend rate for such dividend is to
be fixed. In determining the Maximum Rate for the APS an any Auction Date as set
forth in Section 2.3(b)(i) hereof, the Auction Agent shall be entitled to rely
on the last Applicable Percentage for APS of which it has most recently received
notice from the Fund (or, in the absence of such notice, the percentage set
forth in the first sentence of this paragraph (a)), except that if the Fund
shall have notified the Auction Agent of an Applicable Percentage to be in
effect

                                       7

<PAGE>


for an Auction Date in accordance with the preceding sentence, the Applicable
Percentage in effect for the next succeeding Auction Date of the APS shall be,
unless the Fund notifies the Auction Agent of a change in the Applicable
Percentage for such succeeding Auction Date pursuant to this Section 2.3(a), the
Applicable Percentage that was in effect on the first preceding Auction Date for
the APS with respect to which the dividend, the rate for which was fixed on such
Auction Date, did not include any net capital gains or other income taxable for
federal income tax purposes.

               (b)  (i) On each Auction Date for the APS, the Auction Agent
shall determine the Maximum Rate for such APS. The Maximum Rate for the APS on
any Auction Date shall be:

                              (A) in the case of any Auction Date which is not
         the Auction Date immediately prior to the first day of any proposed
         Special Dividend Period of more than 28 days designated by the Fund
         pursuant to Section 4 of Part I of the APS Provisions, the product of
         (1) the Reference Rate on such Auction Date for the next Rate Period of
         the APS and (2) the Applicable Percentage on such Auction Date, unless
         the APS has or had a Special Dividend Period (other than a Special
         Dividend Period of 28 Rate Period Days or less) and an Auction at which
         Sufficient Clearing Bids existed has not yet occurred for a Minimum
         Dividend Period of the APS after such Special Dividend Period, in which
         case the higher of:

                    (1)  the dividend rate on the APS for the then-ending Rate
     Period, and

                    (2)  the product of (x) the higher of (I) the "AA" Composite
     Commercial Paper Rate on such Auction Date for the then-ending Rate Period
     of the APS, if such Rate Period is less than one year, or the Treasury
                                       8

<PAGE>


     Rate on such Auction Date for such Rate Period, if such Rate Period is one
     year or greater and (II) the "AA" Composite Commercial Paper Rate on such
     Auction Date for such Special Dividend Period of the APS, if such Special
     Dividend Period is less than one year, or the Treasury Rate on such Auction
     Date for such Special Dividend Period, if such Special Dividend Period is
     one year or greater, and (y) the Applicable Percentage on such Auction
     Date; or

                              (B) in the case of any Auction Date which is the
         Auction Date immediately prior to the first day of any proposed Special
         Dividend Period of more than 28 days designated by the Fund pursuant to
         Section 4 of Part I of the APS Provisions, the product of (1) the
         highest of (x) the Reference Rate on such Auction Date for the
         the-ending Rate Period of the APS, if such Rate Period is less than one
         year, or the Treasury Rate on such Auction Date for such Rate Period,
         if such Rate Period is one year or greater, (y) the Reference Rate on
         such Auction Date for such Special Dividend Period of the APS for which
         the Auction is being held, if such Special Dividend Period is less than
         one year, or the Treasury Rate on such Auction Date for such Special
         Dividend Period of the APS for which the Auction is being held, if such
         Special Dividend Period is one year or greater, and (z) the Reference
         Rate on such Auction Date for Minimum Dividend Periods and (2) the
         Applicable Percentage on such Auction Date.

Not later than 9:30 A.M. on each Auction Date, the Auction Agent shall notify
the Fund and the Broker-Dealers of the Maximum Rate so determined and the
Reference Rate and Treasury Rate(s), as the case may be, used to make such
determination.

                                       9
<PAGE>


                    (ii) From and after a Failure to Deposit by the Fund during
     any Rate Period of the APS, until such failure is cured and a late charge,
     if applicable, is paid, in accordance with subparagraph (c)(i) of Section 2
     of Part I of the APS Provisions, on the first day of each Rate Period of
     the APS the Auction Agent shall determine the Treasury Rate for such Rate
     Period, if such Rate Period is one year or greater, and the Reference Rate
     for Minimum Dividend Periods and Rate Periods that are less than one year.
     Not later than 9:30 A.M. an each such first day, the Auction Agent shall
     notify the Fund of the applicable Reference Rate and Treasury Rate.

                    (iii) If any Reference Rate or Treasury Rate, as the case
     may be, is not quoted on an interest basis, the Auction Agent shall convert
     the quoted rate to the interest equivalent thereof as set forth in the
     definition of such rate in the APS Provisions if the rate obtained by the
     Auction Agent is quoted on a discount basis, or if such rate is quoted on a
     basis other than an interest or discount basis the Auction Agent shall
     convert the quoted rate to an interest rate after consultation with the
     Fund as to the method of such conversion.

                    (iv) If any "AA" Composite Commercial Paper Rate is to be
     based on rates supplied by Commercial Paper Dealers and one or more of the
     Commercial Paper Dealers shall not provide a quotation for the
     determination of such "AA" Composite Commercial Paper Rate, the Auction
     Agent shall immediately notify the Fund so that the Fund can determine
     whether to select a Substitute Commercial Paper Dealer or Substitute
     Commercial Paper Dealers to provide the quotation or quotations not being
     supplied by any Commercial Paper Dealer or Commercial Paper Dealers. The
     Fund shall promptly advise the Auction Agent of any such selection.

                    (v) If any Treasury Rate is to be based on rates supplied by
     U.S. Government

                                       10

<PAGE>


     Securities Dealers and one or more of the U.S. Government Securities
     Dealers shall not provide a quotation for the determination of such
     Treasury Rate, the Auction Agent shall immediately notify the Fund so that
     the Fund can determine whether to select a Substitute U.S. Government
     Securities Dealer or Substitute U.S. Government Securities Dealers to
     provide the quotation or quotations not being supplied by any U.S.
     Government Securities Dealer or U.S. Government Securities Dealers. The
     Fund shall promptly advise the Auction Agent of any such selection.

               (b)  The greater of the maximum marginal regular federal
individual income tax rate applicable to ordinary income or the maximum marginal
regular federal corporate income tax rate (the "Highest Marginal Rate") on the
date of this Agreement is 34%. If there is any change in the Highest Marginal
Rate, the Fund shall notify the Auction Agent in writing of such change prior to
12:00 Noon on the Business Day prior to the next Auction Date for APS succeeding
such change. In determining the Maximum Rate for the APS on any Auction Date,
the Auction Agent shall be entitled to rely on the Highest Marginal Rate of
which it has most recently received notice from the Fund (or, in the absence of
such notice, the percentage set forth in the first sentence of this paragraph
(c)).

         2.4   Auction Schedule. The Auction Agent shall conduct Auctions in
accordance with the schedule set forth below. Such schedule may be changed by
the Auction Agent with the consent of the Fund, which consent shall not be
unreasonably withheld. The Auction Agent shall give written notice of any such
change to each Broker-Dealer. Such notice shall be given prior to the close of
business on the Business Day next preceding the first Auction Date on which any
such change shall be effective.



<Table>
<Caption>
           Time                                    Event
           ----                                    -----
<S>                           <C>
By 9:30 A.M.                  Auction Agent advises the Fund and Broker-Dealers
                              of the applicable Maximum Rate and the Reference
                              Rate and Treasury Rate(s), as the
</Table>

                                       11

<PAGE>



<Table>
<Caption>
<S>                           <C>
                              case may be, used in determining such Maximum Rate
                              as set forth in Section 2.3(b) (i) hereof.

9:30 A.M. - 1:30 P.M.         Auction Agent assembles information communicated
                              to it by Broker-Dealers as provided in Section
                              3(a) of the Auction Procedures. Submission
                              Deadline is 1:30 P.M.

Not earlier than 1:30 P.M.    Auction Agent makes determinations pursuant to
                              Section 4(a) of the Auction Procedures.

By approximately 3:00 P.M.    Auction Agent advises Fund of results of Auction
                              as provided in Section 4(b) of the Auction
                              Procedures. Submitted Bids and Submitted Sell
                              Orders are accepted and rejected and the APS
                              allocated as provided in Section 5 of the Auction
                              Procedures. Auction Agent gives notice of Auction
                              results as set forth in paragraph (a) of the
                              Settlement Procedures.

</Table>

         2.5   Designation of Special Dividend Period. (a)The APS Provisions
will provide that, subject to the Fund's option to designate a Special Dividend
Period as referred to in paragraph (b) of this Section 2.5, (i) each Rate Period
(other than the Initial Dividend Period) for the APS will consist of 7 days and
(ii) each Rate Period following a Rate Period that is other than a Minimum
Dividend Period will be 7 days. Not less than 10 nor more than 20 days prior to
the last day of any such Rate Period that is not a Minimum Dividend Period, (i)
the Fund shall deliver to the Auction Agent a notice of the Auction Date of the
next succeeding Auction for the APS in the form of Exhibit E hereto and (ii) the
Auction Agent shall deliver such notice by first-class mail,

                                       12

<PAGE>


postage prepaid, to each Existing Holder of APS at the address specified in such
Existing Holder's Master Purchaser's Letter and to the Broker-Dealers for the
APS as promptly as practicable after its receipt of such notice from the Fund.

               (b)  Pursuant to the APS Provisions, the Fund may, at its option,
designate a Special Dividend Period for the APS in the manner described in
Section 4 of Part I of the APS Provisions.

                    (i)  If the Fund proposes to designate any succeeding
     Subsequent Dividend Period of the APS as a Special Dividend Period of more
     than 28 Rate Period Days, (A) the Fund shall deliver to the Auction Agent a
     notice of such proposed Special Dividend Period in the form of Exhibit F
     hereto not less than 20 nor more than 30 days prior to the first day of
     such proposed Special Dividend Period and (B) the Auction Agent an behalf
     of the Fund shall deliver such notice by first-class mail, postage prepaid,
     to each Existing Holder of APS at the address specified in such Existing
     Holder's Master Purchaser's Letter and to the Broker-Dealers for the APS as
     promptly as practicable after its receipt of such notice from the Fund.

                    (ii) If the Board of Trustees determines to designate such
     succeeding Subsequent Dividend Period as a Special Dividend Period, (A) the
     Fund shall deliver to the Auction Agent a notice of such determination in
     the form of Exhibit G hereto not later than 11:00 A.M. on the second
     Business Day next preceding the first day of such proposed Special Dividend
     Period and (B) the Auction Agent shall deliver such notice to the
     Broker-Dealers for the APS not later than 3:00 P.M. on such second Business
     Day.

                    (iii) If the Fund shall deliver to the Auction Agent a
     notice stating that the Fund has determined not to exercise its option to
     designate such succeeding Subsequent Dividend Period as a Special Dividend
     Period with respect to which it has delivered a notice in


                                       13
<PAGE>


     the form of Exhibit F hereto not later than 11:00 A.M., on the second
     Business Day next preceding the first day of such proposed Special Dividend
     Period, or shall fail to timely deliver either such notice or a notice in
     the form of Exhibit G hereto, the Auction Agent shall deliver a notice in
     the form of Exhibit H hereto to the Broker-Dealers for the APS not later
     than 3:00 P.M. on such second Business Day.

A change in the length of a Rate Period to a Rate Period of more than 28 Rate
Period Days shall not occur if (a) on the Auction Date next preceding the first
day of such Special Dividend Period Sufficient Clearing Bids shall not exist or
(b) a Failure to Deposit shall have occurred prior to such change with respect
to APS and shall not have been cured in accordance with the APS Provisions.

         2.6   Allocation of Taxable Income. The Fund may, at its option,
designate all or a portion of any dividend on APS to consist of net capital
gains pr other income taxable for federal income tax purposes by delivering to
the Auction Agent a notice in the form of Exhibit K hereto of such designation
15 days prior to the Auction Date on which the Applicable Rate for such dividend
is to be fixed or by retroactively allocating income taxable for federal income
tax purposes as provided in the APS Provisions. The Auction Agent will deliver
such notice to the Broker-Dealers for the APS on the Business Day following its
receipt of such notice from the Fund. Within two Business Days after any Auction
Date involving the allocation of income taxable for federal income tax purposes,
or if the Fund retroactively allocates income taxable for federal income tax
purposes as provided in the APS Provisions, the Auction Agent shall notify each
Broker-Dealer for the APS as to the dollar amount per share of such taxable
income and income exempt from federal income taxation included in the related
dividend.

         2.7   Failure to Deposit. (a) If:

                    (i)  any Failure to Deposit shall have occurred with respect
     to APS during any Rate Period thereof (other than any Special Dividend
     Period, if such Special Dividend Period is one year or greater, or any Rate
     Period

                                       14

<PAGE>


     succeeding any Special Dividend Period, if such Special Dividend Period is
     one year or greater, during which a Failure to Deposit occurred that has
     not been cured); and

                    (ii) prior to 12:00 Noon, New York City time, on the third
     Business Day next succeeding the date on which such Failure to Deposit
     occurred, such Failure to Deposit, shall have been cured in accordance with
     the next succeeding sentence and the Fund shall have paid to the Auction
     Agent a late charge equal to the sum of (A) if such Failure to Deposit
     consisted of the failure timely to pay to the Auction Agent the full amount
     of dividends with respect to any Dividend Period on the APS, an amount
     computed by multiplying (1) 200% of the Reference Rate (or Treasury Rate,
     if applicable) for the Rate Period during which such Failure to Deposit
     occurs on the Dividend Payment Date for such Dividend Period by (2) a
     fraction, the numerator of which shall be the number of days for which such
     Failure to Deposit has not been cured in accordance with the next
     succeeding sentence (including the day such Failure to Deposit occurs and
     excluding the day such Failure to Deposit is cured) and the denominator of
     which shall be 365, and applying the rate obtained against the aggregate
     liquidation preference of the outstanding APS and (B) if such Failure to
     Deposit consisted of the failure timely to pay to the Auction Agent the
     Optional Redemption Price or Mandatory Redemption Price, as the case may
     be, of the APS, if any, for which Notice of Redemption has been given by
     the Fund pursuant to paragraph (b) of Section 3 of Part I of the APS
     Provisions, an amount computed by multiplying (x) 200% of the Reference
     Rate (or Treasury Rate, if applicable) for the Rate Period during which
     such Failure to Deposit occurs on the redemption date by (y) a fraction,
     the numerator of which shall be the number of days for which such Failure
     to Deposit was not cured in accordance with the next succeeding sentence
     (including the day such Failure to Deposit occurs and excluding the day
     such Failure to Deposit


                                       15
<PAGE>


     was cured) and the denominator of which shall be 365, and applying the rate
     obtained against the aggregate liquidation preference of the outstanding
     APS to be redeemed,

then the Auction Agent shall deliver a notice in the form of Exhibit I hereto by
first-class mail postage prepaid, to the Broker-Dealers for the APS not later
than one Business Day after its receipt of the payment from the Fund curing such
Failure to Deposit and such late charge. A Failure to Deposit with respect to
the APS shall have been cured (if such Failure to Deposit is not solely due to
the willful failure of the Fund to make the required payment to the Auction
Agent) with respect to any Rate Period thereof if, not later than 12:00 Noon,
New York City time, on the fourth Business Day preceding the Auction Date for
the Rate Period subsequent to such Rate Period, the Fund shall have paid to the
Auction Agent (A) all accumulated and unpaid dividends on APS and (B) without
duplication, the Optional Redemption Price or Mandatory Redemption Price, as the
case may be, for APS, if any, for which Notice of Redemption has been given by
the Fund pursuant to paragraph (b) of Section 3 of Part I of the APS Provisions.

               (b)  If:

                    (i)  any Failure to Deposit shall have occurred with respect
     to the APS during a Rate Period thereof (other than any Special Dividend
     Period, if such Special Dividend Period is one year or greater, or any Rate
     Period succeeding any Special Dividend Period, if such special Dividend
     Period is one year or greater, during which a Failure to Deposit occurred
     that has not been cured), and, prior to 12:00 Noon on the third Business
     Day next succeeding the date on which such Failure to Deposit occurred,
     such Failure to Deposit shall not have been cured within the meaning of the
     last sentence of Section 2.7(a) hereof and the Fund shall not have paid to
     the Auction Agent the late charge described in such Section 2.7(a), but
     such Failure to Deposit shall subsequently be so cured; or


                                       16
<PAGE>

                    (ii) any Failure to Deposit shall have occurred with respect
     to the APS during a Special Dividend Period, if such Special Dividend
     Period is one year or greater, or during any Rate Period succeeding any
     Special Dividend Period, if such Special Dividend Period is one year or
     greater, during which a Failure to Deposit occurred, and such Failure to
     Deposit shall subsequently have been cured within the meaning of the last
     sentence oE Section 2.7(a) hereof,

then the Auction Agent shall deliver a notice in the form of Exhibit J hereto to
the Broker-Dealers for the APS not later than one Business Day after the receipt
of the payment from the Fund during such Failure to Deposit. Notwithstanding the
foregoing,, the Auction Agent shall conduct an Auction on an Auction Date which
occurs simultaneously with the date of commencement of a Failure to Deposit.

         2.8   Broker-Dealers. (a) Not later than 12:00 Noon on each Auction
Date for the APS, the Fund shall pay to the Auction Agent an amount in cash
equal to the aggregate fees payable to the Broker-Dealers for the APS pursuant
to Section 2.8 of the Broker-Dealer Agreements for the APS. The Auction Agent
shall apply such moneys as set forth in Section 2.8 of each such Broker-Dealer
Agreement.

               (b)  The Fund shall obtain the consent of the Auction Agent prior
to selecting any Person to act as a Broker-Dealer, which consent shall not be
unreasonably withheld.

               (c)  The Auction Agent shall terminate any Broker-Dealer
Agreement as set forth therein if so directed by the Fund, provided that at
least one Broker-Dealer Agreement would be in effect for the APS after such
termination.

               (d)  Subject to the Auction Agent's having consented to the
selection of the relevant Broker-Dealer pursuant to Section 2.8(b) hereof, the
Auction Agent shall from time to time enter into such Broker-Dealer Agreements
with one or more Broker-Dealers as the Fund


                                       17
<PAGE>


shall request, and shall enter into such schedules to any such Broker-Dealer
agreements as the Fund shall request, which schedules, among other things, shall
set forth that the Broker-Dealer Agreement relates to the APS.

         2.9   Ownership of APS. The Fund shall notify the. Auction Agent if the
Fund or any affiliate of the Fund acquires APS. Neither the Fund nor any
affiliate of the Fund shall submit any Order in any Auction for APS, except as
set forth in the next sentence. Any Broker-Dealer that is an affiliate of the
Fund may submit Orders in Auctions, but only if such Orders are not for its own
account. For purposes of this Section 2.9, a Broker-Dealer shall not be deemed
to be an affiliate of the Fund solely because one or more of the directors or
executive officers of such Broker-Dealer or of any Person controlled by, in
control of or under common control with such Broker-Dealer is also a trustee of
the Fund. The Auction agent shall have no duty or liability with respect to
enforcement of this Section 2.9.

         2.10  Access to and Maintenance of Auction Records. The Auction Agent
shall, upon the receipt of prior written notice from the Fund afford to the Fund
access at reasonable times during normal business hours to all books, records,
documents and other information concerning the conduct and results of Auctions.
The Auction Agent shall maintain records relating to any Auction for a period of
six years after such Auction, and such records shall, in reasonable detail,
accurately and fairly reflect the actions taken by the Auction Agent hereunder.

         2.11  Dividend and Redemption Price Deposit. The Fund shall pay to the
Auction Agent, not later than 12:00 noon, New York City time, (A) on the
Business Day next preceding any Dividend Payment Date for the APS,, in funds
available on such Dividend Payment Date in The City of New York, New York, the
full amount of any dividend (whether or not earned or declared) to be paid on
such dividend Payment Date on any share of the APS and (B) on the Business Day
next preceding any redemption date, in funds available on such redemption date
for the APS in The City of New York, New York, the Redemption Price to be paid
on such redemption date for any share of the APS after notice of redemption is
given as set forth in the Certificate of Vote.

                                       18

<PAGE>


3.   The Auction Agent as Dividend and Redemption Price Disbursing Agent.

         The Audition Agent, as dividend and redemption price disbursing agent,
shall pay to the Holders of APS (i) on each Dividend Payment Date for the APS,
dividends on APS, (ii) on any date fixed for redemption of the APS, the
Redemption Price of the APS called for redemption and (iii) any late charge
related to any payment of dividends or Redemption Price, in each case after
receipt of the necessary funds from the Fund with which to pay such dividends,
Redemption Price or late charge. The amount of dividends for any Rate Period for
the APS to be paid by the Auction Agent to the Holders of APS will be determined
by the Fund as set forth in Section 2 of Part I of the APS Provisions. The
Redemption Price of any shares to be paid by the Auction Agent to the Holders
will be determined by the Fund as set forth in Section 3 of Part I of the APS
Provisions. The Fund shall notify the Auction Agent in writing of a decision to
redeem APS at least five days prior to the date a notice of redemption is
required to be mailed to the Holders of APS to be redeemed by paragraph (b) of
Section 3 of Part I of the APS Provisions. Such notice by the Fund to the
Auction Agent shall contain the information required by paragraph (b) of Section
3 of Part I of the APS Provisions to be stated in the notice of redemption
required to be mailed by the Auction Agent to such Holders.

4.   The Auction Agent as Transfer Agent and Registrar.


         4.1   Issue of Share Certificates. Upon the Date of Original Issue of
the APS, one certificate representing all of the APS issued on such date shall
be issued by the Fund and, at the request of the Fund, registered in the name of
Cede & Co. and countersigned by the Auction Agent.

         4.2   Registration of Transfer of Shares. APS shall be registered
solely in the name of the Securities Depository or its nominee.

         4.3   Removal of Legend on Restricted Shares. All requests for removal
of legends on APS indicating restrictions on transfer shall be accompanied by an
opinion of counsel stating that such legends may be removed and such shares
freely transferred, such opinion

                                       19

<PAGE>


to be delivered under cover of a letter from a Fund Officer authorizing the
Auction Agent to remove the legend on the basis of said opinion.

         4.4   Lost Share Certificates. The Auction Agent shall issue and
register replacement certificates for certificates represented to have been lost
stolen or destroyed upon the fulfillment of such requirements as shall be deemed
appropriate by the Fund and the Auction Agent, subject at all times to
provisions of law, the By-laws of the Fund governing such matters and
resolutions adopted by the Fund with respect to lost securities. The Auction
Agent may issue new certificates in exchange for and upon the cancellation of
mutilated certificates. Any request by the Fund to the Auction Agent to issue a
replacement or new certificate pursuant to this Section 4.4 shall be deemed to
be a representation and warranty by the Fund to the Auction Agent that such
issuance will comply with such provisions of law and the By-Laws, and
resolutions of the Fund.

         4.5   Disposition of Cancelled Certificates; Record Retention. The
Auction Agent shall retain all share certificates which have been cancelled in
transfer or exchange and all accompanying documentation in accordance with
applicable rules and regulations of the Securities and Exchange Commission for
two calendar years. Upon the expiration of this two-year period, the Auction,
Agent shall deliver to the Fund the cancelled certificates and accompanying
documentation. The Fund also shall undertake to furnish to the Securities and
Exchange Commission and to the Board of Governors of the Federal Reserve System,
upon demand, at either the principal office or at any regional office, complete,
correct and current hard copies of any and all such records. Thereafter such
records shall not be destroyed by the Fund without the concurrence of the
Auction Agent.

         4.6   Share Transfer Books. For so long as the Auction Agent, Bankers
Trust Company, is acting as the transfer agent for the APS pursuant to this
Agreement, it shall maintain a share transfer book containing a list of the
Holders of APS, the number of APS held by such Holders and the address of each
Holder. The Auction Agent shall record in such share transfer books any change
of address of a Holder upon notice by such Holder. In case of any request or
demand for the inspection of the share


                                       20
<PAGE>


transfer books of the Fund or any other books in the possession of the Auction
Agent, the Auction Agent will notify the Fund, and secure instructions as to
permitting or refusing such inspection. The Auction Agent reserves the right,
however, to exhibit the share transfer books or other books to any Person in
case it is advised by its counsel that its failure to do so would be unlawful.

         4.7   Return of Funds. Any funds deposited; with the Auction Agent
hereunder by the Fund for any reason, including but not limited to redemption of
APS, that remain unpaid after ninety days shall be repaid to the Fund upon the
written request of the Fund, together with interest, if any, earned thereon.

5.   Representations and Warranties of the Fund.

         The Fund represents and warrants to the Auction Agent that:

               (a)  the Fund has been duly organized and is subsisting as a
voluntary association, with transferable shares (commonly referred to as a
trust) under the laws of the State of Pennsylvania and has all necessary power
and authority to execute and deliver this Agreement and to authorize, create and
issue the APS;

               (b)  this Agreement has been duly and validly authorized,
executed and delivered by the Fund and, assuming due authorization, execution
and delivery by the Auction Agent, constitutes the legal, valid and binding
obligation of the Fund subject, as to enforceability, to bankruptcy, insolvency,
reorganization, moratorium, receivership or similar laws, whether statutory or
decisional, relating to or affecting creditors, rights and to general equitable
principles (regardless of whether enforcement is sought in equity or at law);

               (c)  the form of the certificate evidencing APS complies with all
applicable laws of the State of Pennsylvania;

               (d)  APS, when issued, delivered and paid for on the Date of
original issue as contemplated by the Underwriting Agreement, will have been
duly authorized, validly issued, fully paid and nonassessable, except as
provided under Pennsylvania law;


                                       21

<PAGE>

               (e)  assuming the Underwriters comply with their obligations
under the Underwriting Agreement and that the purchasers of the APS comply with
their obligations in the Master Purchaser's Letter, no consent, authorization or
order of, or filing or registration with, any court, governmental agency or
official (except such as have been obtained and such as may be required under
the Securities Act of 1933, as amended, or the Investment Company Act of 1940,
as amended, or under the blue sky or state securities laws) is required in
connection with the execution and delivery of this Agreement or the issuance of
APS; and

               (f)  the issuance and sale of the APS, the execution, delivery
and performance of this Agreement, compliance by the Fund with all provisions
hereof, and the consummation of the transactions contemplated hereby or by the
Underwriting Agreement or the Broker-Dealer Agreements, will not conflict with,
constitute a breach of any of the terms or provisions of, or a default under, or
result in the creation or imposition of any material lien, charge or encumbrance
upon any of the assets of the Fund pursuant to the terms of any agreement,
indenture or instrument to which the Fund is a party or by which the Fund is
bound, or result in a violation of the Declaration of Trust, APS Provisions or
By-Laws of the Fund or of any order rule or regulation of any court or
governmental agency having jurisdiction over the Fund or its property which
conflict, breach, default, lien or violation, individually or in the aggregate,
would have a material adverse effect on the business, financial position or
results of operations of the Fund.

6.   The Auction Agent.


         6.1   Duties and Responsibilities. (a) The Auction Agent is acting
solely as agent for the Fund hereunder and owes no fiduciary duties to any other
Person by reason of this Agreement.

               (b)  The Auction Agent undertakes to perform such duties and only
such duties as are specifically set forth in this Agreement and the
Broker-Dealer Agreements, and no implied covenants or obligations shall be read
into this Agreement against the Auction Agent.


                                       22
<PAGE>

               (c)  In the absence of bad faith or gross negligence on its part,

the Auction Agent shall not be liable for any action taken, suffered, or omitted
or, for any error of judgment made by it in the performance of its duties under
this Agreement except that the Auction Agent, shall be liable for any error of
judgment made in good faith if the Auction Agent shall have been grossly
negligent in ascertaining the pertinent facts.

               (d)  Any funds deposited with the Auction Agent hereunder by the
Fund for any reason, including the payment of dividends or the redemption of
APS, that remain with the Auction Agent after 90 days shall be repaid to the
Fund upon the written request of the Fund, together with interest, if any,
earned thereon.

         6.2   Rights of the Auction Agent. (a) The Auction Agent may rely and
shall be protected in acting or refraining from acting upon any communication
authorized hereby and upon any written instruction, notice, request, direction,
consent, report, certificate, share certificate or other instrument, paper or
document believed by it to be genuine. The Auction Agent shall not be liable for
acting upon any telephone communication authorized hereby which the Auction
Agent believes in good faith to have been given by the Fund or by any
Broker-Dealer. The Auction Agent may record telephone communications with the
Fund or with any Broker-Dealer.

               (b)  The Auction Agent may consult with counsel reasonably
acceptable to the Fund and the advice of such counsel shall be full and complete
authorization and protection in respect of any action taken, suffered or omitted
by it hereunder in good faith and in reliance thereon.

               (c)  The Auction Agent shall not be required to advance, expend
or risk its own funds or otherwise incur or become exposed to financial
liability in the performance of its duties hereunder.

               (d)  The Auction Agent may perform its duties and exercise its
rights hereunder either directly or by or through agents or attorneys and shall
not be responsible for any misconduct on the part of any agent or attorney
appointed by it with due care hereunder except as set forth above in Section
6.1(c).

                                       23
<PAGE>

         6.3   Auction Agent's Disclaimer. The Auction Agent makes no
representation as to the validity or adequacy of this Agreement except as to the
Auction Agent's duties hereunder and as to the due authorization, execution and
delivery of this Agreement), the Broker-Dealer Agreements (except as to the
Auction Agent's duties thereunder) or the APS.

         6.4   Compensation, Expenses and Indemnification. (a) The Fund shall
pay the Auction Agent from time to time reasonable compensation for all services
rendered by it under this Agreement and the Broker-Dealer Agreements in such
amounts as may be agreed to by the fund and the Auction Agent from time to time.

               (b)  The Fund shall reimburse the Auction Agent upon its request
for all reasonable expenses, disbursements and advances incurred or made by the
Auction Agent in accordance with any provision of this Agreement and the
Broker-Dealer Agreements (including the reasonable compensation and the expenses
and disbursements of its agents and counsel), except any expense or disbursement
attributable to its gross negligence or bad faith.

               (c)  The Fund shall indemnify the Auction Agent for and hold it
harmless against, any loss, liability or expense incurred without gross
negligence or bad faith on its part, arising out of or in connection with its
agency under this Agreement and the Broker-Dealer Agreements, including the
costs and expenses of defending itself against any claim or liability in
connection with its exercise or performance of its duties hereunder and
thereunder for which indemnification is provided by this subsection.

7.   Miscellaneous.

         7.1   Term of Agreement. (a) The term of this Agreement is unlimited
unless it shall be terminated as provided in this Section 7.1. The Fund may
terminate this Agreement any time by so notifying the Auction Agent in writing,
provided that the Fund has entered into an agreement in substantially the form
of this Agreement with a successor auction agent. The Auction Agent may
terminate this Agreement upon written notice to the Fund, such termination to be
effective on the earlier of (i) the date specified in such notice which shall
not be


                                       24
<PAGE>


earlier than 90 days after the giving of such notice or (ii) the date on which a
successor trust company is appointed by the Fund pursuant to an agreement
containing substantially the same terms and conditions as this Agreement.

               (b)  Except as otherwise, provided in this paragraph (b), the
respective rights and duties of the Fund and the Auction Agent under this
Agreement shall cease upon termination of this Agreement. The Fund's obligations
under Section 6.4 hereof and its representations and warranties contained in
Section 5 hereof and the Auction Agent's obligations and liabilities under
Sections 2.10 and 4.5 hereof shall survive the termination hereof. Upon
termination of this Agreement, the Auction Agent shall, at the Funds request,
promptly deliver to the Fund copies of all books and records, maintained by it
in connection with its duties hereunder.

         7.2   Communications. Except for (a) communications authorized to be by
telephone pursuant to this Agreement or the Auction Procedures and (b)
communications in connection with Auctions (other than those expressly required
to be in writing) and unless otherwise specified by the terms of this Agreement
all notices, requests and other communications to any party hereunder shall be
in writing (including telecopy or similar writing) given to such person at its
address or telecopy number set forth below:

If to the Company,                         Van Kampen Merritt
  addressed:                                 Pennsylvania Value
                                             Municipal Income Trust
                                           One Parkview Plaza
                                           Oakbrook Terrace, Illinois  60181

                                           Attention: Treasurer

                                           Telephone No.: (708) 684-6000

                                       25
<PAGE>


                                           With a copy sent to:

                                           Dennis J. McDonnell
                                           One Parkview Plaza
                                           Oakbrook Terrace, Illinois 60181

                                           Telephone No.: (708) 684-6330
                                           Telecopier No.:(708) 684-5967


If to the Auction Agent,                   Bankers Trust Company
addressed:                                 Corporate Trust and Agency Group
                                           Four Albany Street
                                           New York, New York 10006

                                           Attention: Auction Rate Securities

                                           Telecopier No.: (212) 250-6215
                                           Telephone No.: (212)250-6850

or to such other address as the party to whom the communication is addressed
shall have previously communicated to the other party. Communications shall be
given on behalf of the Fund by a Fund Officer and on behalf of the Auction Agent
by an Authorized Officer. Communication, shall be effective when received at the
proper address.


         7.3   Entire Agreement. This Agreement contains the entire agreement
among the parties relating to the subject matter hereof, and there are no other
representations, endorsements, promises, agreements or understandings, oral,
written or inferred, between the parties.

         7.4   Benefits. Nothing herein, express or implied, shall give to any
Person, other than the Fund, the Auction Agent and their respective successors
and assigns, any benefit of any legal or equitable right, remedy or claim
hereunder.

         7.5   Amendment Waiver. (a) This Agreement shall not be deemed or
construed to be modified, amended, rescinded, cancelled or waived, in whole or
in part, except by a written instrument signed by a duly authorized
representative of the party to be charged. The Fund shall notify the Auction
Agent and each Broker-Dealer of any change in the Fund's Declaration of Trust,
as amended and

                                       26

<PAGE>


restated as of the date hereof, prior to the effective date of any such change.

               (a)  Failure of either party hereto to exercise any right or
remedy hereunder in the event of a breach hereof by the rather party shall not
constitute a waiver of any such rights or remedies with respect to any
subsequent breach.

         7.6   Successors and Assigns. This Agreement shall be binding upon,
inure to the benefit of, and be enforceable by, the respective successors of
each of the Fund and the Auction Agent.

         7.7   Limitation of Liability. Pursuant to the provisions of Articles
V, Section 5.5 of the Fund's Declaration of Trust, as amended or restated as of
the date hereof, this Agreement is entered into by the trustees of the Fund not
individually, but as trustees under such Declaration of Trust and the
obligations of the Fund hereunder are not binding upon any such trustees or
shareholders of the Fund, individually, but bind only the trust estate.

         7.8   Severability. If any clause, provision or section hereof shall be
ruled invalid or unenforceable by any court of competent jurisdiction, the
invalidity or unenforceability of such clause, provision or section shall not
affect any of the remaining clauses, provisions, or sections hereof.

         7.9   Execution in Counterparts. This Agreement may be executed in
several counterparts, each of which shall be an original and all of which shall
constitute but one and the same instrument.

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



                                       27
<PAGE>


         IN WITNESS WHEREOF, the parties hereto have caused this Auction Agency
Agreement to be duly executed and delivered by their proper and duly authorized
officers as of the date first above written.

                                              VAN KAMPEN MERRITT
                                              PENNSYLVANIA VALUE
                                              MUNICIPAL INCOME TRUST


                                           By  /s/ Ronald A. Nyberg
                                              ------------------------------
                                              Name: Ronald A. Nyberg
                                              Title: Vice President & Secretary



                                              BANKERS TRUST COMPANY


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


                                       28





</TEXT>
</DOCUMENT>
