<DOCUMENT>
<TYPE>EX-99.(13)(D)(I)
<SEQUENCE>14
<FILENAME>c95895a1exv99wx13yxdyxiy.txt
<DESCRIPTION>LETTER OF REPRESENTATIONS
<TEXT>
<PAGE>


                                                                EXHIBIT 13(d)(i)


                                                     July 21, 1993


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

Attention:    General Counsel's Office

              Re:   Van Kampen Merritt Pennsylvania
                    Value Municipal Income Trust  --
                    Auction Preferred Shares of Beneficial
                    Interest ("APS")

Ladies and Gentlemen:

              The purpose of this letter is to set forth certain matters
relating to the issuance and sale by Van Kampen Merritt Pennsylvania Value
Municipal Income Trust (the "Fund") of 900 shares of its preferred shares of
beneficial interest, par value $.01 per share, liquidation preference $50,000
per share, designated as Auction Preferred Shares ("APS"), pursuant to the
Fund's Declaration of Trust (as defined below). Pursuant to the auction agency
agreement, dated as of July 21, 1993 (the "Auction Agency Agreement"), between
the Fund and Bankers Trust Company ("Bankers Trust"), Bankers Trust will act as
the auction agent, transfer agent, registrar and dividend and redemption price
disbursing agent and agent for certain notifications for the Fund in connection
with the shares of APS (hereinafter referred to, when acting in any such
capacity, as the "Auction Agent").

              Pursuant to an underwriting agreement, dated July 15, 1993 (the
"Underwriting Agreement"), among Goldman, Sachs & Co., Smith Barney, Harris
Upham & Co. Incorporated, PaineWebber Incorporated, Prudential Securities
Incorporated, Kidder, Peabody & Co. Incorporated and A.G. Edwards & Sons, Inc.
(the "Underwriters"), the Fund and Van Kampen Merritt Investment Advisory Corp.



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July 21, 1993
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(the "Adviser"), the Underwriters have agreed to purchase from the Fund, and the
Fund has agreed to issue and sell to the Underwriters, the shares of APS.

              Pursuant to the requirements of the Securities Act of 1933, as
amended, the Fund has filed with the Securities and Exchange Commission a
Registration Statement on Form N-2 and a prospectus and statement of additional
information contained therein (the "Prospectus") concerning the issuance of the
APS, which includes, among other things, a description of the role of The
Depository Trust Company ("DTC") with respect to such APS. Attached hereto is a
copy of the Prospectus.

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

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

                        1.   The Fund shall cause the Underwriters to deliver at
              the closing with respect to the Underwriting Agreement, which is
              scheduled for July 21, 1993, for deposit with DTC one share
              certificate with respect to the APS (the "APS Certificate"), which
              certificate will represent the total number of shares of APS
              issued and registered in the name of DTC's nominee, Cede & Co.
              ("Cede"), and such APS Certificate shall remain in DTC's custody
              as provided herein.

                        2.   The Fund's Declaration of Trust, as amended,
              including the Certificate of Vote (sometimes referred to herein
              together with the Fund's Declaration of Trust as the "Declaration
              of Trust") establishing



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July 21, 1993
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              the rights and preferences of the shares of APS, provides for the
              solicitation of consents from and voting by Holders of the shares
              of APS under certain circumstances. The Fund shall establish a
              record date for such purposes and give DTC notice of such record
              date not less than 15 calendar days in advance of such record date
              to the extent possible.

                        3.   If fewer than all of the shares of APS are to be
              redeemed pursuant to Part I, Section 3 of the Certificate of Vote,
              the number of shares of APS to be redeemed shall be determined by
              the Board of Trustees of the Fund and the Fund shall notify the
              Auction Agent and DTC by 1:00 p.m., New York City time, (A) in the
              case of an optional redemption at least 30 days prior to the
              earliest date on which such redemption shall occur and (B) in the
              case of a mandatory redemption, if the Fund shall have received
              the relief from the Securities and Exchange Commission described
              in the Prospectus with respect to mandatory redemptions, on the
              second Business Day preceding the redemption date established by
              the Board of Trustees and specified in such notice. By the close
              of business on the day on which the Auction Agent receives a
              Notice of Redemption from the Fund, the Auction Agent will give
              telephonic notice to DTC, and the Auction Agent shall give DTC a
              hand delivered copy of such notice which will be marked "TIME
              CRITICAL" and shall include a copy addressed to Vice President,
              Reorganization Department. (which call notice shall include the
              aggregate number of shares of APS to be redeemed). Unless
              certificates representing the shares of APS are held by Holders
              other than DTC or its nominee, DTC, upon receipt of a Notice of
              Redemption from the Auction Agent, will determine by lot the
              number of shares of APS to be redeemed from the account of each
              DTC Participant ("Participant"). DTC shall use its best efforts to
              complete such lottery and notify the Auction Agent of the results
              of such lottery by 10:00 a.m., New
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The Depository Trust Company
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              York City time, on the Business Day following the date on which
              DTC receives the call notice from the Auction Agent. DTC shall
              notify the Auction Agent by such time that each Participant has
              credited to its DTC account shares of APS that are selected for
              redemption by DTC and shall, using its best efforts, provide the
              Auction Agent with the names of the persons or departments at each
              such Participant to be contacted regarding such redemption. The
              Auction Agent will in turn determine by lot the number of shares
              of APS to be redeemed from the accounts of the Existing Holders of
              shares of APS whose Participants have been selected in sufficient
              time to enable the Auction Agent to notify the Broker-Dealer and
              such Existing Holders as provided in the Auction Agency Agreement.

                        4.   The Declaration of Trust provides that the
              dividend rate for the shares of APS may vary from time to time
              based upon the results of the implementation of the Auction
              Procedures set forth in Part II of the Certificate of Vote. The
              Auction Agent shall telecopy notice to Manager, Announcements,
              Dividends Department, The Depository Trust Company, at (212)
              709-1723, of the Applicable Rate and the Dividend Payment Date
              with respect to the shares of APS (the "Dividend Rate Notices") no
              later than the day following each Auction after implementation of
              such procedures and shall verify receipt by DTC of such notice by
              contacting the Supervisor, Announcements, Dividends Department,
              The Depository Trust Company, at (212) 709-1270. The Auction Agent
              shall make available, by telecopy, facsimile or other similar
              means, to Interactive Data Services, Inc., or any other
              announcement service to which DTC may subscribe, the Applicable
              Rate and the Dividend Payment Date on each Auction Date after
              implementation of such procedures.



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The Depository Trust Company
July 21, 1993
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                        5.    The Prospectus indicates that each purchaser of
              shares of APS or its Broker-Dealer must sign a Master Purchaser's
              Letter which contains provisions restricting transfer of such APS.
              The Fund and the Auction Agent acknowledge that so long as Cede is
              the sole record owner of shares of APS, it shall be entitled to
              all voting rights applicable to such APS and to receive the full
              amount of all dividends, liquidation proceeds and redemption
              proceeds payable with respect to such APS. The Fund and the
              Auction Agent acknowledge that DTC shall treat any Participant
              having shares of APS credited to its DTC account as entitled to
              the full benefits of ownership of such APS even if the crediting
              of shares of such APS to the DTC accounts of such Participant
              results from transfers or failures to transfer in violation of the
              provisions of the Master Purchaser's Letter. Without limiting the
              generality of the preceding sentence, the Fund and the Auction
              Agent acknowledge that DTC shall treat any Participant having
              shares of APS credited to its DTC account as entitled to receive
              dividends, distributions and voting rights, if any, in respect of
              shares of such APS and, subject to Section 11 hereof, to receive
              certificates evidencing shares of such APS if such certificates
              are to be issued in accordance with the Fund's Declaration of
              Trust. (The treatment by DTC of the effects of the crediting by it
              of shares of such APS to the accounts of Participants described in
              the preceding two sentences shall not affect the rights of the
              Fund, participants in Auctions relating to shares of such APS or
              purchasers, sellers or Holders of shares of such APS against any
              Participant.) DTC shall have no responsibility to ascertain that
              any transfer of shares of APS is made in accordance with the
              provisions of the Master Purchaser's Letter.


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

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The Depository Trust Company
July 21, 1993
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                        7.   Notices to DTC by facsimile transmission shall be
              sent to (212) 709-1093 or (212) 709-1094. Notices to DTC by any
              other means shall be sent to:

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

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

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

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

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

                        11.  In the event of a partial redemption necessitating
              a reduction in the number of outstanding shares of APS, DTC, in
              its discretion, (a) may request the Fund to direct the Auction
              Agent to

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The Depository Trust Company
July 21, 1993
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              issue and authenticate a new APS Certificate with respect to the
              shares of APS in exchange for surrender of the old APS Certificate
              with respect to such APS or (b) shall make an appropriate notation
              on the APS Certificate with respect to such APS indicating the
              date and amounts of such reduction in the outstanding shares of
              such APS, except in the case of final redemption of shares of such
              APS in which case the APS Certificate with respect to such APS
              must be surrendered to the Auction Agent prior to payment.

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

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

                        14.  DTC may determine to discontinue providing its
              services as securities depository with respect to shares of APS at
              any time by giving 90 days written notice to the Fund and the
              Auction Agent (at which time DTC will confirm with the Auction
              Agent the aggregate amount of outstanding shares of APS). Under
              such circumstances, at DTC's request the Fund or the Auction Agent
              will cooperate with DTC in taking appropriate action to make
              available one or more separate certificates evidencing shares of
              such APS to any Participant having shares of such APS credited to
              its DTC account.



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The Depository Trust Company
July 21, 1993
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                        15.  The Fund hereby authorizes DTC to provide to the
              Auction Agent position listings of its Participants with respect
              to shares of APS from time to time at the request of the Auction
              Agent and upon DTC's receipt of its customary fee, and also
              authorizes DTC in the event of a partial redemption of shares of
              APS to provide the Auction Agent, upon request, with the names of
              those Participants whose position in such APS has been selected
              for redemption by DTC. DTC agrees to use its best efforts to
              notify the Auction Agent of those Participants whose position in
              shares of APS has been selected for redemption by DTC and to
              provide the Auction Agent with the names of the person or
              department at such Participants to contact regarding such
              redemption. The Fund authorizes the Auction Agent to provide DTC
              with such signatures, examples of signatures and authorizations to
              act as may be deemed necessary to DTC to permit DTC to discharge
              its obligations to its Participants and appropriate regulatory
              authorities.

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

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



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July 21, 1993
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                        16.  (a) The Prospectus indicates that the Fund may at
              any time designate a Special Dividend Period with respect to
              shares of APS prior to the commencement of such Special Dividend
              Period. In the event of such designation, the Fund will notify DTC
              in writing at least seven days prior to the Auction Date relating
              to such Special Dividend Period of all details concerning the
              Special Dividend Period. If the new dividend for a Special
              Dividend Period is to be payable on more than one Dividend Payment
              Date, such notice shall state all such Dividend Payment Dates and
              payment factors associated with such Dividend Period. The Auction
              Agent shall also notify DTC of each upcoming Dividend Payment Date
              on the business day after the preceding Dividend Payment Date.

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





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The Depository Trust Company
July 21, 1993
Page 10


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

                             Very truly yours,

                             VAN KAMPEN MERRITT
                             PENNSYLVANIA VALUE MUNICIPAL
                             INCOME TRUST

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


                             BANKERS TRUST COMPANY
                                   as auction agent

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

Accepted as of the date
first written above

THE DEPOSITORY TRUST COMPANY

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

Enclosures

cc:   Goldman, Sachs & Co.
      Smith Barney, Harris Upham & Co. Incorporated
      PaineWebber Incorporated
      Prudential Securities Incorporated
      Kidder, Peabody & Co. Incorporated
      A.G. Edwards & Sons, Inc.






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