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<TYPE>EX-99.77Q1 OTHR EXHB
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<FILENAME>jl95ex77q.txt
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                              AMENDED AND RESTATED

                              DECLARATION OF TRUST

                                       OF

              VAN KAMPEN PENNSYLVANIA VALUE MUNICIPAL INCOME TRUST

          AMENDED AND RESTATED DECLARATION OF TRUST made as of October 1, 2009,
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 transferable 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, Resident Agent and Commercial
Registered Office Provider. The name of the trust created hereby is the "Van
Kampen 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.

          The address of the Trust's commercial registered office provider, CT
Corporation System is 116 Pine Street, 3rd Floor, Suite 320, Harrisburg, PA
17101.

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

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

<PAGE>

               (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.

               (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.

<PAGE>

               (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 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.

          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

<PAGE>

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 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 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

<PAGE>

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 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

<PAGE>

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 this 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 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

<PAGE>

     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 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

<PAGE>

     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.

               (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 Shares
which may be made by the Trust; to negate gains from discount purchases of
Pennsylvania municipal securities; to reinvest the earnings from portfolio
securities in like 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.

<PAGE>

          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 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 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,

<PAGE>

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 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.

<PAGE>

          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
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

<PAGE>

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:

                    (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;

<PAGE>

                    (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:

                         (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

<PAGE>

whom none of such actions, suits or other proceedings 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.

                                   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

<PAGE>

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 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.

<PAGE>

          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 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

<PAGE>

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 nor 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 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.

<PAGE>

                                   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 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, Illinois 60540

Peter Andrew Nyberg         419 Deepwood Court           May 15, 1984
                            Naperville, Illinois 60540
</TABLE>

<PAGE>

<TABLE>
<S>                         <C>                          <C>
Erika Ann Nyberg            419 Deepwood Court           May 8, 1987
                            Naperville, Illinois 60540

Warren Bradley Wetherell    422 Evergreen Drive          December 18, 1987
                            Glen Ellyn, Illinois 60137

Matthew Charles Wetherell   422 Evergreen Drive          January 6, 1990
                            Glen Ellyn, Illinois 60137
</TABLE>

          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,

<PAGE>

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.

          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 of 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 this Declaration, as amended, and
executed by a 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

<PAGE>

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 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.

<PAGE>

          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 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

<PAGE>

     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.

               (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

<PAGE>

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 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 Meeting 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

<PAGE>

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 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 with Secretary of the Trust and in such other places as 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.

<PAGE>

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
ambiguity 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 and never 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

<PAGE>

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.

<PAGE>

          IN WITNESS WHEREOF, the undersigned, each being a Trustee of the
Trust, has set his or her hand and seal, for himself or herself and their
assigns, unto this Declaration of Trust of Van Kampen Pennsylvania Value
Municipal Income Trust, as of the day and year first above written.


/s/ David C. Arch
-------------------------------------
David C. Arch


/s/ Rod Dammeyer
-------------------------------------
Rod Dammeyer


/s/ R. Craig Kennedy
-------------------------------------
R. Craig Kennedy


/s/ Jack E. Nelson
-------------------------------------
Jack E. Nelson


/s/ Wayne W. Whalen
-------------------------------------
Wayne W. Whalen


/s/ Jerry D. Choate
-------------------------------------
Jerry D. Choate


/s/ Linda Hutton Heagy
-------------------------------------
Linda Hutton Heagy


/s/ Howard J Kerr
-------------------------------------
Howard J Kerr


/s/ Hugo F. Sonnenschein
-------------------------------------
Hugo F. Sonnenschein


/s/ Suzanne H. Woolsey
-------------------------------------
Suzanne H. Woolsey

<PAGE>

                                 ACKNOWLEDGMENT

STATE OF  )    ILLINOIS
          ) ss
COUNTY OF )    COOK

                                        October 1, 2009
                                        (Date)

     Then personally appeared the above named individuals and each one
acknowledged the foregoing instrument to be his free act and deed.

Before me,


[seal]                                  /s/ Laura K. Riedel
                                        ----------------------------------------
                                        (Notary Public)

                                        My commission expires: 10/17/11
</TEXT>
</DOCUMENT>
