-----BEGIN PRIVACY-ENHANCED MESSAGE-----
Proc-Type: 2001,MIC-CLEAR
Originator-Name: webmaster@www.sec.gov
Originator-Key-Asymmetric:
 MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen
 TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB
MIC-Info: RSA-MD5,RSA,
 GqerzZwKOcP3B5mP5Bo7pZHVqH7em97xEbsE3JUF4NPkhNgLxsa16UqFF/yMc/3h
 C10KfilUNT15agftSuiXFA==

<SEC-DOCUMENT>0000950137-05-008162.txt : 20050629
<SEC-HEADER>0000950137-05-008162.hdr.sgml : 20050629
<ACCEPTANCE-DATETIME>20050629165317
ACCESSION NUMBER:		0000950137-05-008162
CONFORMED SUBMISSION TYPE:	N-14 8C/A
PUBLIC DOCUMENT COUNT:		22
FILED AS OF DATE:		20050629
DATE AS OF CHANGE:		20050629

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			VAN KAMPEN TRUST FOR INVESTMENT GRADE NEW YORK MUNICIPALS
		CENTRAL INDEX KEY:			0000883265
		IRS NUMBER:				366981632
		STATE OF INCORPORATION:			MA
		FISCAL YEAR END:			1031

	FILING VALUES:
		FORM TYPE:		N-14 8C/A
		SEC ACT:		1933 Act
		SEC FILE NUMBER:	333-124823
		FILM NUMBER:		05925432

	BUSINESS ADDRESS:	
		STREET 1:		VAN KAMPEN INVESTMENTS INC.
		STREET 2:		1221 AVENUE OF THE AMERICAS
		CITY:			NEW YORK
		STATE:			NY
		ZIP:			10020
		BUSINESS PHONE:		2127625441

	MAIL ADDRESS:	
		STREET 1:		VAN KAMPEN INVESTMENTS INC.
		STREET 2:		1221 AVENUE OF THE AMERICAS
		CITY:			NEW YORK
		STATE:			NY
		ZIP:			10020

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	VAN KAMPEN AMERICAN CAPITAL TRUST FOR INVT GRADE NEW YORK MU
		DATE OF NAME CHANGE:	19960102

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	VAN KAMPEN MERRITT TRUST FOR INVESTMENT GRADE NEW YORK MUNIC
		DATE OF NAME CHANGE:	19920929
</SEC-HEADER>
<DOCUMENT>
<TYPE>N-14 8C/A
<SEQUENCE>1
<FILENAME>c94416a1nv148cza.txt
<DESCRIPTION>PRE-EFFECTIVE AMENDMENT TO FORM N-14
<TEXT>
<PAGE>


     As filed with the Securities and Exchange Commission on June 29, 2005



                                             Securities Act File No. 333-124823
                                       Investment Company Act File No. 811-06537

================================================================================
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549


                                    FORM N-14
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933


                       [x] PRE-EFFECTIVE AMENDMENT NO. 1


                       [ ] POST-EFFECTIVE AMENDMENT NO. __

                        (CHECK APPROPRIATE BOX OR BOXES)

           VAN KAMPEN TRUST FOR INVESTMENT GRADE NEW YORK MUNICIPALS
        (EXACT NAME OF REGISTRANT AS SPECIFIED IN DECLARATION OF TRUST)

                                 (800) 847-2424
                        (AREA CODE AND TELEPHONE NUMBER)

                           1221 AVENUE OF THE AMERICAS
                            NEW YORK, NEW YORK 10020
                    (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)


                              AMY R. DOBERMAN, ESQ.
                                MANAGING DIRECTOR
                           VAN KAMPEN INVESTMENTS INC.
                           1221 AVENUE OF THE AMERICAS
                            NEW YORK, NEW YORK 10020
                     (NAME AND ADDRESS OF AGENT FOR SERVICE)


                                   COPIES TO:


                              WAYNE W. WHALEN, ESQ.
                             CHARLES B. TAYLOR, ESQ.
                    SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP
                              333 WEST WACKER DRIVE
                             CHICAGO, ILLINOIS 60606
                                 (312) 407-0700


================================================================================
Approximate Date of Proposed Offering: As soon as practicable after this
Registration Statement is declared effective.


<TABLE>
<CAPTION>

===============================================================================================================================
                             CALCULATION OF REGISTRATION FEE UNDER THE SECURITIES ACT OF 1933
- -------------------------------------------------------------------------------------------------------------------------------
          TITLE OF SECURITIES                                      PROPOSED MAXIMUM        PROPOSED MAXIMUM         AMOUNT OF
           BEING REGISTERED                       AMOUNT BEING       OFFERING PRICE        AGGREGATE OFFERING      REGISTRATION
                                                   REGISTERED           PER UNIT                 PRICE                  FEE
- -------------------------------------------------------------------------------------------------------------------------------
<S>                                              <C>              <C>                   <C>                     <C>
Common Shares ($0.01 par value)                     11,170,585    $       15.43 (1)     $      172,306,271      $   20,280 (2)
- -------------------------------------------------------------------------------------------------------------------------------
Auction Preferred Shares ($0.01 par value)               3,400    $      25,000         $       85,000,000      $   10,005 (2)
- -------------------------------------------------------------------------------------------------------------------------------
</TABLE>


(1) Average of high and low reported price for common shares on June 24, 2005.


(2) Includes registration fee of $117.70 previously paid in connection with the
initial filing of the Registration Statement.


         The Registrant hereby amends this registration statement on such date
or dates as may be necessary to delay its effective date until the Registrant
shall file a further amendment which specifically states that this registration
statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933 or until this registration statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.



<PAGE>



                                EXPLANATORY NOTE

This Registration Statement is organized as follows:

    -    Questions and Answers to Shareholders of Van Kampen New York Quality
         Municipal Trust, Van Kampen New York Value Municipal Income Trust and
         Van Kampen Trust for Investment Grade New York Municipals


    -    Notice of Joint Special Meeting of Shareholders of Van Kampen New York
         Quality Municipal Trust, Van Kampen New York Value Municipal Income
         Trust and Van Kampen Trust for Investment Grade New York Municipals



    -    Joint Proxy Statement/Prospectus for Van Kampen New York Quality
         Municipal Trust, Van Kampen New York Value Municipal Income Trust and
         Van Kampen Trust for Investment Grade New York Municipals


    -    Statement of Additional Information regarding the proposed
         Reorganizations of Van Kampen New York Quality Municipal Trust and Van
         Kampen New York Value Municipal Income Trust into Van Kampen Trust for
         Investment Grade New York Municipals

    -    Part C Information

    -    Exhibits


<PAGE>

                                --  JUNE 2005  --
- --------------------------------------------------------------------------------
                                IMPORTANT NOTICE
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
                         TO SHAREHOLDERS OF VAN KAMPEN
                       NEW YORK QUALITY MUNICIPAL TRUST,
                              VAN KAMPEN NEW YORK
                        VALUE MUNICIPAL INCOME TRUST AND
                     VAN KAMPEN TRUST FOR INVESTMENT GRADE
                              NEW YORK MUNICIPALS
- --------------------------------------------------------------------------------

QUESTIONS & ANSWERS

- ---------------------------------------
    Although we recommend that you read the complete Joint Proxy Statement/
Prospectus, we have provided for your convenience a brief overview of the issues
                                to be voted on.
- ---------------------------------------
Q      WHY IS A SHAREHOLDER
       MEETING BEING HELD?

A      Shareholders of
Van Kampen New York Quality Municipal Trust and Van Kampen New York Value
Municipal Income Trust: You are being asked to vote on a reorganization (each a
"Reorganization" and collectively the "Reorganizations") of your fund (each such
fund being referred to herein as a "Target Fund" and together as the "Target
Funds") into Van Kampen Trust for Investment Grade New York Municipals (the
"Acquiring Fund"), a closed-end fund that pursues the same investment objective
and has similar investment policies and which is managed by the same investment
advisory personnel as the Target Funds.



Shareholders of Van Kampen Trust for Investment Grade New York Municipals: You
are being asked to vote on the issuance of additional common shares of the
Acquiring Fund in connection with the Reorganizations.

<PAGE>

Q      WHY IS EACH
       REORGANIZATION BEING RECOMMENDED?

A      The Board of Trustees of
each Fund has determined that each Reorganization will benefit common
shareholders of the respective Target Fund and the Acquiring Fund. The Target
Funds and the Acquiring Fund are similar. Each Fund seeks to provide a high
level of current income exempt from federal as well as New York State and New
York City income taxes, consistent with preservation of capital, by investing
substantially all of its assets in a portfolio of New York municipal securities
rated investment grade at the time of investment. Each Fund is managed by the
same investment advisory personnel. After the Reorganizations, it is anticipated
that common shareholders of each Fund will experience a reduced overall
operating expense ratio, as certain fixed administrative costs will be spread
across the combined fund's larger asset base. It is not anticipated that the
Reorganizations will directly benefit preferred shareholders of the Funds;
however, the Reorganizations will not adversely affect preferred shareholders,
and none of the expenses of the Reorganizations will be borne by preferred
shareholders.

Q      HOW WILL THE
       REORGANIZATIONS AFFECT ME?
A      Assuming shareholders
approve the Reorganizations of the Target Funds and shareholders of the
Acquiring Fund approve the issuance of additional common shares of the Acquiring
Fund, the assets and liabilities of the Target Funds will be combined with those
of the Acquiring Fund and the Target Funds will dissolve.

Shareholders of the Target Funds: You will become a shareholder of the Acquiring
Fund. If you are a holder of common shares of a Target Fund, you will receive
newly-issued common shares of the Acquiring Fund, the aggregate net asset value
of which will equal the aggregate net asset value of the common shares you held
immediately prior to the Reorganization, less the costs of the Reorganization
(though you may receive cash for fractional shares). If you are a holder of
preferred shares of a Target Fund, you will receive newly-issued preferred
shares of the Acquiring Fund, the aggregate liquidation preference of which will
equal the aggregate liquidation preference of the preferred shares you held
immediately prior to the Reorganization.

Shareholders of the Acquiring Fund: You will remain a shareholder of the
Acquiring Fund.
<PAGE>

Q      WILL I HAVE TO PAY ANY
       SALES LOAD, COMMISSION OR OTHER SIMILAR FEE IN CONNECTION WITH THE
       REORGANIZATIONS?

A      You will pay no sales loads
or commissions in connection with the Reorganizations. However, if the
Reorganizations are completed, the costs associated with the Reorganizations,
including the costs associated with the shareholder meeting, will be borne by
common shareholders of the Target Funds and the Acquiring Fund in proportion to
their projected annual expense savings as a result of the Reorganizations.

Q      WILL I HAVE TO PAY ANY
       FEDERAL TAXES AS A RESULT OF THE REORGANIZATIONS?
A      Each of the
Reorganizations is intended to qualify as a "reorganization" within the meaning
of Section 368(a)(1) of the Internal Revenue Code of 1986, as amended. If the
Reorganizations so qualify, in general, shareholders of the Target Funds will
recognize no gain or loss upon the receipt solely of shares of the Acquiring
Fund in connection with the Reorganizations. Additionally, the Target Funds will
recognize no gain or loss as a result of the transfer of all of their assets and
liabilities in exchange for the shares of the Acquiring Fund or as a result of
their dissolution. Neither the Acquiring Fund nor its shareholders will
recognize any gain or loss in connection with the Reorganizations.
Q      WHAT HAPPENS IF
       SHAREHOLDERS OF ONE TARGET FUND DO NOT APPROVE ITS REORGANIZATION BUT
       SHAREHOLDERS OF THE OTHER TARGET FUND DO APPROVE ITS REORGANIZATION?
A      An unfavorable vote on a
proposed Reorganization by the shareholders of one Target Fund will not affect
the implementation of a Reorganization by the other Target Fund, if such
Reorganization is approved by the shareholders of such Target Fund and the
issuance of additional common shares is approved by the shareholders of the
Acquiring Fund.
Q      WHY IS THE VOTE OF
       COMMON SHAREHOLDERS OF THE ACQUIRING FUND BEING SOLICITED?
A      Although the Acquiring
Fund will continue its legal existence and operations after the Reorganizations,
the rules of the New York Stock Exchange and the Chicago Stock Exchange (on
which the Acquiring Fund's common shares are listed) require the Acquiring
Fund's common shareholders to approve the issuance of additional common shares
in connection with the Reorganizations. If the issuance of additional common
shares of the Acquiring Fund is not approved, neither Reorganization will occur.
<PAGE>

Q      HOW DOES THE BOARD OF
       TRUSTEES OF MY FUND SUGGEST THAT I VOTE?
A      After careful consideration,
the Board of Trustees of your fund recommends that you vote "FOR" the item
proposed for your fund.
Q      HOW DO I VOTE MY PROXY?
A      You may cast your vote by
mail, phone or internet. To vote by mail, please mark your vote on the enclosed
proxy card and sign, date and return the card in the postage-paid envelope
provided. If you choose to vote by phone or internet, please refer to the
instructions found on the proxy card accompanying this Joint Proxy
Statement/Prospectus. To vote by phone or internet, you will need the "control
number" that appears on the proxy card.
Q      WHOM DO I CONTACT FOR
       FURTHER INFORMATION?
A      You can contact your
financial adviser for further information. You may also call Van Kampen's Client
Relations Department at (800) 341-2929 (Telecommunication Device for the Deaf
users may call (800) 421-2833) or visit our website at www.vankampen.com where
you can send us an e-mail message by selecting "Contact Us."
<PAGE>

                              ABOUT THE PROXY CARD
- --------------------------------------------------------------------------------

Please vote on the proposal(s) applicable to your fund using blue or black ink
to mark an X in one of the boxes provided on the proxy card.

SHAREHOLDERS OF VAN KAMPEN NEW YORK QUALITY MUNICIPAL TRUST AND VAN KAMPEN NEW
YORK VALUE MUNICIPAL INCOME TRUST:

APPROVAL OF REORGANIZATION -- mark "For," "Against" or "Abstain."


COMMON SHAREHOLDERS OF VAN KAMPEN TRUST FOR INVESTMENT GRADE NEW YORK
MUNICIPALS:


APPROVAL OF ISSUANCE OF ADDITIONAL COMMON SHARES -- mark "For," "Against" or
"Abstain."

Sign, date and return the proxy card in the enclosed postage-paid envelope. All
registered owners of an account, as shown in the address, must sign the card.
When signing as attorney, trustee, executor, administrator, custodian, guardian
or corporate officer, please indicate your full title.

<Table>
<C>  <S>
[X]  PLEASE MARK
     VOTES AS IN
     THIS EXAMPLE
</Table>

                                VAN KAMPEN XXXXX
                     JOINT SPECIAL MEETING OF SHAREHOLDERS
 XXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXX
 XXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXX
 XXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXX


<Table>
<Caption>
                          FOR    AGAINST    ABSTAIN
<S>  <C>                  <C>    <C>        <C>      <C>  <C>

1.   The proposal to      [ ]      [ ]        [ ]      2. The proposal to issue additional
     approve the                                          common shares. FOR  AGAINST  ABSTAIN
     Reorganization.                                                     [ ]    [ ]      [ ]
</Table>



<Table>
<S>  <C>                  <C>      <C>       <C>      <C>  <C>
                                                        3. To transact such other business as may
                                                           properly come before the Meeting or any
                                                           adjournment thereof.
</Table>


Please be sure to sign and date this Proxy, Date

Shareholder sign here       Co-owner sign here

 XXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXX
                   SAMPLE
<PAGE>

                          VAN KAMPEN NEW YORK QUALITY
                                MUNICIPAL TRUST,
                      VAN KAMPEN NEW YORK VALUE MUNICIPAL
                                  INCOME TRUST
                                      AND
                     VAN KAMPEN TRUST FOR INVESTMENT GRADE
                              NEW YORK MUNICIPALS
                          1221 AVENUE OF THE AMERICAS
                            NEW YORK, NEW YORK 10020
                                 (800) 341-2929

                NOTICE OF JOINT SPECIAL MEETING OF SHAREHOLDERS
                         TO BE HELD ON AUGUST 12, 2005

  Notice is hereby given that a joint special meeting of shareholders (the
"Special Meeting") of Van Kampen New York Quality Municipal Trust ("New York
Quality Municipal Trust"), Van Kampen New York Value Municipal Income Trust
("New York Value Municipal Income Trust"), and Van Kampen Trust for Investment
Grade New York Municipals (the "Acquiring Fund") will be held at the offices of
Van Kampen Investments Inc., 1 Parkview Plaza, Oakbrook Terrace, Illinois
60181-5555 on August 12, 2005 at 11:30 a.m. for the following purposes:


1. Approval of Reorganizations:



  a. For shareholders of New York Quality Municipal Trust:



         To approve an Agreement and Plan of Reorganization between New York
         Quality Municipal Trust and the Acquiring Fund, the termination of New
         York Quality Municipal Trust's registration under the Investment
         Company Act of 1940, as amended (the "1940 Act"), and the dissolution
         of New York Quality Municipal Trust under applicable state law;



  b. For shareholders of New York Value Municipal Income Trust:



         To approve an Agreement and Plan of Reorganization between New York
         Value Municipal Income Trust and the Acquiring Fund, the termination of
         New York Value Municipal Income Trust's registration under the 1940
         Act, and the dissolution of New York Value Municipal Income Trust under
         applicable state law;



2. Issuance of Common Shares:


  For common shareholders of the Acquiring Fund:


        To approve the issuance of additional common shares of the Acquiring
        Fund in connection with each Agreement and Plan of Reorganization; and

<PAGE>


3. Other Business:


  For shareholders of each fund:


         To transact such other business as may properly be presented at the
         Special Meeting or any adjournment thereof.


  Shareholders of record as of the close of business on June 13, 2005 are
entitled to vote at the Special Meeting or any adjournment thereof.

  THE BOARD OF TRUSTEES OF NEW YORK QUALITY MUNICIPAL TRUST, NEW YORK VALUE
MUNICIPAL INCOME TRUST AND THE ACQUIRING FUND REQUESTS THAT YOU VOTE YOUR SHARES
BY INDICATING YOUR VOTING INSTRUCTIONS ON THE ENCLOSED PROXY CARD, DATING AND
SIGNING SUCH PROXY CARD AND RETURNING IT IN THE ENVELOPE PROVIDED, WHICH IS
ADDRESSED FOR YOUR CONVENIENCE AND NEEDS NO POSTAGE IF MAILED IN THE UNITED
STATES, OR BY RECORDING YOUR VOTING INSTRUCTIONS BY TELEPHONE OR VIA THE
INTERNET.

  THE BOARD OF TRUSTEES OF NEW YORK QUALITY MUNICIPAL TRUST AND NEW YORK VALUE
MUNICIPAL INCOME TRUST RECOMMENDS THAT YOU CAST YOUR VOTE:

  - FOR THE REORGANIZATION OF YOUR FUND PURSUANT TO AN AGREEMENT AND PLAN OF
    REORGANIZATION AS DESCRIBED IN THE JOINT PROXY STATEMENT/PROSPECTUS.

  THE BOARD OF TRUSTEES OF THE ACQUIRING FUND RECOMMENDS THAT YOU CAST YOUR
VOTE:

  - FOR THE ISSUANCE OF ADDITIONAL COMMON SHARES OF THE ACQUIRING FUND IN
    CONNECTION WITH EACH AGREEMENT AND PLAN OF REORGANIZATION AS DESCRIBED IN
    THE JOINT PROXY STATEMENT/PROSPECTUS.

  IN ORDER TO AVOID THE ADDITIONAL EXPENSE OF FURTHER SOLICITATION, WE ASK THAT
YOU MAIL YOUR PROXY CARD OR RECORD YOUR VOTING INSTRUCTIONS BY TELEPHONE OR VIA
THE INTERNET PROMPTLY.

                                       For the Board of Trustees,

                                       Lou Anne McInnis
                                       Assistant Secretary
                                       Van Kampen New York Quality
                                         Municipal Trust
                                       Van Kampen New York Value
                                         Municipal Income Trust
                                       Van Kampen Trust for Investment
                                         Grade New York Municipals

June 30, 2005

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

                            YOUR VOTE IS IMPORTANT.
               PLEASE VOTE PROMPTLY BY SIGNING AND RETURNING THE
   ENCLOSED PROXY CARD OR BY RECORDING YOUR VOTING INSTRUCTIONS BY TELEPHONE
             OR VIA THE INTERNET NO MATTER HOW MANY SHARES YOU OWN.
<PAGE>

     THE INFORMATION IN THIS JOINT PROXY STATEMENT/PROSPECTUS IS NOT COMPLETE
     AND MAY BE CHANGED. WE MAY NOT SELL THESE SECURITIES UNTIL THE REGISTRATION
     STATEMENT FILED WITH THE SECURITIES AND EXCHANGE COMMISSION IS EFFECTIVE.
     THIS JOINT PROXY STATEMENT/PROSPECTUS IS NOT AN OFFER TO SELL THESE
     SECURITIES AND IS NOT SOLICITING AN OFFER TO BUY THESE SECURITIES IN ANY
     STATE WHERE THE OFFER OR SALE IS NOT PERMITTED.


                   SUBJECT TO COMPLETION, DATED JUNE 29, 2005


                        JOINT PROXY STATEMENT/PROSPECTUS

                  VAN KAMPEN NEW YORK QUALITY MUNICIPAL TRUST,
                VAN KAMPEN NEW YORK VALUE MUNICIPAL INCOME TRUST
                                      AND
                     VAN KAMPEN TRUST FOR INVESTMENT GRADE
                              NEW YORK MUNICIPALS
                          1221 AVENUE OF THE AMERICAS
                            NEW YORK, NEW YORK 10020
                                 (800) 341-2929

                     JOINT SPECIAL MEETING OF SHAREHOLDERS

                                AUGUST 12, 2005


  This Joint Proxy Statement/Prospectus is furnished to you as a shareholder of
Van Kampen New York Quality Municipal Trust ("New York Quality Municipal
Trust"), Van Kampen New York Value Municipal Income Trust ("New York Value
Municipal Income Trust") and/or Van Kampen Trust for Investment Grade New York
Municipals (the "Acquiring Fund"). A joint special meeting of shareholders of
New York Quality Municipal Trust, New York Value Municipal Income Trust and the
Acquiring Fund (the "Special Meeting") will be held at the offices of Van Kampen
Investments Inc., 1 Parkview Plaza, Oakbrook Terrace, Illinois 60181-5555 on
August 12, 2005 at 11:30 a.m. to consider the items listed below and discussed
in greater detail elsewhere in this Joint Proxy Statement/ Prospectus. If you
are unable to attend the Special Meeting or any adjournment thereof, the Board
of Trustees of New York Quality Municipal Trust, New York Value Municipal Income
Trust and the Acquiring Fund requests that you vote your shares by completing
and returning the enclosed proxy card or by recording your voting instructions
by telephone or via the internet. The approximate mailing date of this Joint
Proxy Statement/Prospectus and accompanying form of proxy is July 6, 2005.



  The purposes of the Special Meeting are:



1. Approval of Reorganizations:



  a. For shareholders of New York Quality Municipal Trust:



         To approve an Agreement and Plan of Reorganization between New York
         Quality Municipal Trust and the Acquiring Fund, the termination of New
         York Quality Municipal Trust's registration under the Investment
         Company Act of 1940, as amended (the "1940 Act"), and the dissolution
         of New York Quality Municipal Trust under applicable state law;

<PAGE>


  b. For shareholders of New York Value Municipal Income Trust:



         To approve an Agreement and Plan of Reorganization between New York
         Value Municipal Income Trust and the Acquiring Fund, the termination of
         New York Value Municipal Income Trust's registration under the 1940
         Act, and the dissolution of New York Value Municipal Income Trust under
         applicable state law;



2. Issuance of Common Shares:


  For common shareholders of the Acquiring Fund:


         To approve the issuance of additional common shares of the Acquiring
         Fund in connection with each Agreement and Plan of Reorganization; and



3. Other Business:


  For shareholders of each fund:


         To transact such other business as may properly be presented at the
         Special Meeting or any adjournment thereof.


  New York Quality Municipal Trust and New York Value Municipal Income Trust are
sometimes referred to herein individually as a "Target Fund" or collectively as
the "Target Funds." The Target Funds and the Acquiring Fund are sometimes
referred to herein each as a "Fund" and collectively as the "Funds." Each
Agreement and Plan of Reorganization is sometimes referred to herein
individually as a "Reorganization Agreement" or collectively as the
"Reorganization Agreements." Each Reorganization Agreement that Target Fund
shareholders are being asked to consider involves a transaction that will be
referred to in this Joint Proxy Statement/Prospectus individually as a
"Reorganization" and collectively as the "Reorganizations."


  The Reorganizations seek to combine three similar Funds to achieve certain
economies of scale and other operational efficiencies. The investment objective
of each Fund is to seek to provide a high level of current income exempt from
federal as well as New York State and New York City income taxes, consistent
with preservation of capital. Each Fund seeks to achieve its investment
objective by investing substantially all of its assets in a portfolio of New
York municipal securities rated investment grade at the time of investment. In
each Reorganization, the Acquiring Fund will acquire substantially all of the
assets and assume substantially all of the liabilities of the Target Fund in
exchange for an equal aggregate value of newly-issued common shares of
beneficial interest of the Acquiring Fund, par value $0.01 per share ("Acquiring
Fund Common Shares"), and newly-issued auction preferred shares of the Acquiring
Fund with a par value of $0.01 per share and a liquidation preference of $25,000
per share ("Acquiring Fund APS"). Each of the Target Funds will distribute
Acquiring Fund Common Shares to common shareholders of such Target Fund and
Acquiring Fund APS to preferred shareholders of such Target Fund, and will then

                                        2
<PAGE>

terminate its registration under the 1940 Act and dissolve under applicable
state law. The aggregate net asset value of Acquiring Fund Common Shares
received in each Reorganization will equal the aggregate net asset value of
Target Fund common shares held immediately prior to such Reorganization, less
the costs of such Reorganization (though common shareholders may receive cash
for their fractional shares). The aggregate liquidation preference of Acquiring
Fund APS received in each Reorganization will equal the aggregate liquidation
preference of Target Fund preferred shares held immediately prior to such
Reorganization. The Acquiring Fund will continue to operate after the
Reorganizations as a registered closed-end investment company with the
investment objective and policies described in this Joint Proxy
Statement/Prospectus.

  In connection with the Reorganizations, common shareholders of the Acquiring
Fund are being asked to approve the issuance of additional Acquiring Fund Common
Shares.

  The Board of Trustees of each Fund has determined that including these
proposals in one Joint Proxy Statement/Prospectus will reduce costs and is in
the best interests of each Fund's shareholders.

  In the event that shareholders of one or both of the Target Funds do not
approve the Reorganization(s), such Target Fund(s) will continue to exist and
the Board of Trustees of such Target Fund(s) will consider what additional
action, if any, to take. In the event Acquiring Fund common shareholders do not
approve the issuance of additional Acquiring Fund Common Shares, then all of the
Funds will continue to exist and the respective Board of Trustees of each Fund
will consider what additional action, if any, to take.


  This Joint Proxy Statement/Prospectus sets forth concisely the information
shareholders of each Fund should know before voting on the proposals for their
Fund and constitutes an offering of Acquiring Fund Common Shares and Acquiring
Fund APS. Please read it carefully and retain it for future reference. A
Statement of Additional Information, dated June 30, 2005, relating to this Joint
Proxy Statement/Prospectus (the "Reorganization Statement of Additional
Information") has been filed with the Securities and Exchange Commission (the
"SEC") and is incorporated herein by reference. If you wish to request the
Reorganization Statement of Additional Information, please ask for the
"Reorganization Statement of Additional Information." Copies of each Fund's most
recent annual report and semi-annual report can be obtained on a web site
maintained by Van Kampen Investments Inc. at www.vankampen.com. In addition,
each Fund will furnish, without charge, a copy of the Reorganization Statement
of Additional Information, its most recent annual report and any more recent
semi-annual report to any shareholder upon request. Any such request should be
directed to the Van Kampen Client Relations Department by calling (800) 341-2929
(TDD users may call (800) 421-2833) or by writing to the respective Fund at 1
Parkview Plaza, P.O. Box 5555, Oakbrook Terrace, Illinois 60181-5555. The
address of the principal

                                        3
<PAGE>

executive offices of the Funds is 1221 Avenue of the Americas, New York, New
York 10020, and the telephone number is (800) 341-2929.

  The Funds are subject to the informational requirements of the Securities
Exchange Act of 1934, as amended, and in accordance therewith file reports,
proxy statements, proxy material and other information with the SEC. Materials
filed with the SEC can be reviewed and copied at the SEC's Public Reference Room
at 450 Fifth Street, N.W., Washington, D.C. 20549 or downloaded from the SEC's
web site at www.sec.gov. Information on the operation of the SEC's Public
Reference Room may be obtained by calling the SEC at (202) 942-8090. You can
also request copies of these materials, upon payment at the prescribed rates of
a duplicating fee, by electronic request to the SEC's e-mail address
(publicinfo@sec.gov) or by writing the Public Reference Branch, Office of
Consumer Affairs and Information Services, SEC, Washington, DC, 20549-0102.

  The Acquiring Fund Common Shares are listed on the New York Stock Exchange
(the "NYSE") and the Chicago Stock Exchange (the "CHX") under the ticker symbol
"VTN" and will continue to be so listed subsequent to the Reorganizations. The
common shares of New York Quality Municipal Trust are listed on the NYSE and the
CHX under the ticker symbol "VNM." The common shares of New York Value Municipal
Income Trust are listed on the NYSE and the CHX under the ticker symbol "VNV."
Reports, proxy statements and other information concerning the Acquiring Fund,
New York Quality Municipal Trust and New York Value Municipal Income Trust may
be inspected at the offices of the NYSE, 20 Broad Street, New York, New York
10005.

  This Joint Proxy Statement/Prospectus serves as a prospectus of the Acquiring
Fund in connection with the issuance of Acquiring Fund Common Shares and
Acquiring Fund APS in each Reorganization. No person has been authorized to give
any information or make any representation not contained in this Joint Proxy
Statement/Prospectus and, if so given or made, such information or
representation must not be relied upon as having been authorized. This Joint
Proxy Statement/Prospectus does not constitute an offer to sell or a
solicitation of an offer to buy any securities in any jurisdiction in which, or
to any person to whom, it is unlawful to make such offer or solicitation.

  The Board of Trustees of each Fund knows of no business other than that
discussed above that will be presented for consideration at the Special Meeting.
If any other matter is properly presented, it is the intention of the persons
named in the enclosed proxy to vote in accordance with their best judgment.
                             ---------------------

  THE SEC HAS NOT APPROVED OR DISAPPROVED THESE SECURITIES OR PASSED UPON THE
ADEQUACY OF THIS JOINT PROXY STATEMENT/PROSPECTUS. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.


  The date of this Joint Proxy Statement/Prospectus is June 30, 2005.


                                        4
<PAGE>

                               TABLE OF CONTENTS


<Table>
<Caption>
                                                              PAGE
                                                              ----
<S>                                                           <C>
SUMMARY.....................................................    7
PROPOSAL 1: REORGANIZATIONS OF THE TARGET FUNDS.............   14
RISK FACTORS AND SPECIAL CONSIDERATIONS.....................   15
  Market Risk...............................................   15
  Interest Rate Risk........................................   15
  Credit Risk...............................................   15
  Income Risk...............................................   16
  Call Risk.................................................   16
  Non-Diversification Risk..................................   16
  New York Municipal Securities Risk........................   16
  Risks of Using Strategic Transactions.....................   17
  Manager Risk..............................................   17
  Market Discount Risk......................................   17
  Leverage Risk.............................................   18
  Anti-Takeover Provisions..................................   19
  Special Risks Related to Preferred Shares.................   19
COMPARISON OF THE FUNDS.....................................   20
  Investment Objective and Policies.........................   20
  Other Investment Practices and Policies...................   24
  Investment Restrictions...................................   26
  Management of the Funds...................................   28
  Other Service Providers...................................   31
  Capitalization............................................   31
  Additional Information about Common Shares of the Funds...   33
  Additional Information about Preferred Shares of the
    Funds...................................................   37
  Governing Law.............................................   41
  Certain Provisions of the Declarations of Trust...........   41
  Conversion to Open-End Funds..............................   43
  Voting Rights.............................................   43
  Financial Highlights......................................   45
</Table>


                                        5
<PAGE>

<Table>
<Caption>
                                                              PAGE
                                                              ----
<S>                                                           <C>
INFORMATION ABOUT THE REORGANIZATIONS.......................   48
  General...................................................   48
  Terms of the Reorganization Agreements....................   49
  Material U.S. Federal Income Tax Consequences of the
    Reorganizations.........................................   51
  Shareholder Approval......................................   53
PROPOSAL 2: ISSUANCE OF ADDITIONAL ACQUIRING FUND COMMON
  SHARES....................................................   54
  Shareholder Approval......................................   54
OTHER INFORMATION...........................................   55
  Voting Information and Requirements.......................   55
  Shareholder Information...................................   56
  Section 16(a) Beneficial Ownership Reporting Compliance...   57
  Shareholder Proposals.....................................   57
  Solicitation of Proxies...................................   57
  Legal Matters.............................................   58
  Other Matters to Come Before the Meeting..................   58
EXHIBIT I: DESCRIPTION OF SECURITIES RATINGS................  I-1
</Table>

                                        6
<PAGE>

                                    SUMMARY

  The following is a summary of certain information contained elsewhere in this
Joint Proxy Statement/Prospectus and is qualified in its entirety by reference
to the more complete information contained in this Joint Proxy
Statement/Prospectus and in the Reorganization Statement of Additional
Information. Shareholders should read the entire Joint Proxy
Statement/Prospectus carefully.

PROPOSAL 1: REORGANIZATIONS OF THE TARGET FUNDS


  THE PROPOSED REORGANIZATIONS. The Board of Trustees of each Target Fund,
including the trustees who are not "interested persons" of each Target Fund (as
defined in the 1940 Act), has unanimously approved each Reorganization
Agreement. If the shareholders of a Target Fund approve their Reorganization
Agreement and the common shareholders of the Acquiring Fund approve the issuance
of Acquiring Fund Common Shares (see Proposal 2: "Issuance of Additional
Acquiring Fund Common Shares"), Acquiring Fund Common Shares and Acquiring Fund
APS will be issued to the common shareholders and preferred shareholders of such
Target Fund, respectively, in exchange for substantially all of the assets of
the Target Fund and the assumption of substantially all of the liabilities of
the Target Fund. The Target Fund will then terminate its registration under the
1940 Act and dissolve under applicable state law. The aggregate net asset value
of Acquiring Fund Common Shares received in the Reorganization will equal the
aggregate net asset value of Target Fund common shares held immediately prior to
the Reorganization, less the costs of the Reorganization (though common
shareholders may receive cash for fractional shares). The aggregate liquidation
preference of Acquiring Fund APS received in the Reorganization will equal the
aggregate liquidation preference of Target Fund preferred shares held
immediately prior to the Reorganization.



  BACKGROUND AND REASONS FOR THE PROPOSED REORGANIZATIONS. The Reorganizations
seek to combine three similar Funds to achieve certain economies of scale and
other operational efficiencies. Each Fund is registered as a non-diversified,
closed-end management investment company under the 1940 Act. The investment
objective of each Fund is to seek to provide a high level of current income
exempt from federal as well as New York State and New York City income taxes,
consistent with preservation of capital. Each Fund seeks to achieve its
investment objective, under normal market conditions, by investing substantially
all of its total assets in New York municipal securities rated investment grade
at the time of investment. New York Quality Municipal Trust and the Acquiring
Fund may invest up to 20% of their assets in unrated New York municipal
securities believed, at the time of investment, by the Adviser to have credit
characteristics equivalent to, and to be of comparable quality as, New York
municipal securities that are rated investment grade. Each Fund may invest all
or a substantial portion of its total assets in


                                        7
<PAGE>


New York municipal securities that pay interest that is subject to the federal
alternative minimum tax. The Funds are managed by the same investment advisory
personnel.


  The proposed Reorganizations will combine the assets of these similar Funds by
reorganizing the Target Funds into the Acquiring Fund. The Board of Trustees of
each Target Fund (the "Target Fund Board"), based upon its evaluation of all
relevant information, anticipates that the common shareholders of each Target
Fund will benefit from their Fund's respective Reorganization. The Board of
Trustees of the Acquiring Fund (the "Acquiring Fund Board"), based upon its
evaluation of all relevant information, anticipates that each Reorganization
will benefit holders of Acquiring Fund Common Shares. Each Board believes, based
on data presented by Van Kampen Asset Management, investment adviser to each of
the Funds (the "Adviser"), that common shareholders of each Fund will experience
a reduced overall operating expense ratio as a result of their Fund's respective
Reorganization. The combined fund resulting from the Reorganizations will have a
larger asset base than any of the Funds has currently; certain fixed
administrative costs, such as costs of printing shareholder reports and proxy
statements, legal expenses, audit fees, mailing costs and other expenses, will
be spread across this larger asset base, thereby lowering the expense ratio for
common shareholders of the combined fund.

                                        8
<PAGE>

  The table below illustrates the anticipated reduction in operating expenses
expected as a result of the Reorganizations. The table sets forth (i) the fees,
expenses and distributions to preferred shareholders paid by the Target Funds
for the 12-month period ended October 31, 2004, (ii) the fees, expenses and
distributions to preferred shareholders paid by the Acquiring Fund for the
12-month period ended October 31, 2004 and (iii) the pro forma fees, expenses
and distributions to preferred shareholders for the Acquiring Fund for the
12-month period ended October 31, 2004, assuming each of the Reorganizations had
been completed at the beginning of such period. As shown below, the
Reorganizations are expected to result in decreased total annual expenses for
shareholders of each Fund.

            FEE, EXPENSE AND DISTRIBUTIONS ON PREFERRED SHARES TABLE
                      FOR COMMON SHAREHOLDERS OF THE FUNDS
                             AS OF OCTOBER 31, 2004

<Table>
<Caption>
                                                                                PRO
                                                     ACTUAL                   FORMA(F)
                                      ------------------------------------   ----------
                                                   VAN KAMPEN   VAN KAMPEN   VAN KAMPEN
                                      VAN KAMPEN    NEW YORK    TRUST FOR    TRUST FOR
                                       NEW YORK      VALUE      INVESTMENT   INVESTMENT
                                       QUALITY     MUNICIPAL      GRADE        GRADE
                                      MUNICIPAL      INCOME      NEW YORK     NEW YORK
                                        TRUST        TRUST      MUNICIPALS   MUNICIPALS
                                        (VNM)        (VNV)        (VTN)        (VTN)
                                      ----------   ----------   ----------   ----------
<S>                                   <C>          <C>          <C>          <C>
Common Shareholder Transaction
  Expenses(a):
Maximum Sales Load (as a percentage
  of offering price)(b)(c)..........     None         None         None         None
Dividend Reinvestment Plan Fees.....     None         None         None         None
Annual Expenses (as a percentage of
  net assets attributable to common
  shares):
Investment Advisory Fees(d).........    0.81%        0.86%        0.86%        0.84%
Interest Payments on Borrowed
  Funds.............................    0.00%        0.00%        0.00%        0.00%
Other Expenses(c)...................    0.37%        0.48%        0.38%        0.26%
  Total Annual Expenses(d)..........    1.18%        1.34%        1.24%        1.10%
Distributions
Distributions on Preferred
  Shares(e).........................    0.55%        0.54%        0.65%        0.59%
                                        -----        -----        -----        -----
  Total Annual Expenses and
    Distributions on Preferred
    Shares..........................    1.73%        1.88%        1.89%        1.69%
                                        -----        -----        -----        -----
</Table>

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

(a)No expense information is presented with respect to preferred shares because
   holders of preferred shares do not bear any transaction or operating expenses
   of any of the Funds and will not bear any of the Reorganization expenses or
   any transaction or operating expenses of the combined fund.

(b)Common shares purchased in the secondary market may be subject to brokerage
   commissions or other charges. No sales load will be charged on the issuance
   of common shares in the Reorganizations. Common shares are not available for
   purchase from the Funds but may be purchased through a broker-dealer subject
   to individually negotiated commission rates.

                                        9
<PAGE>


(c) In connection with the Reorganizations, there are certain other transaction
    expenses which include, but are not limited to: all costs related to the
    preparation, printing and distributing of this Joint Proxy
    Statement/Prospectus to shareholders; costs related to preparation and
    distribution of materials distributed to each Fund's Board; all expenses
    incurred in connection with the preparation of the Reorganization Agreements
    and the registration statement on Form N-14; SEC and state securities
    commission filing fees; legal and audit fees; portfolio transfer taxes (if
    any); and any similar expenses incurred in connection with the
    Reorganizations. In accordance with applicable SEC rules, the Board of
    Trustees of each Fund reviewed the fees and expenses that will be borne
    directly or indirectly by the Funds in connection with the Reorganizations.
    After considering various alternatives for allocating these costs, the Board
    of Trustees of each Fund agreed that, in the event the Reorganizations are
    approved and completed, the expenses of the Reorganizations will be shared
    by the Target Funds and the Acquiring Fund in proportion to their projected
    annual expense savings as a result of the Reorganizations. The table below
    summarizes each Fund's net assets (common shares only) at October 31, 2004,
    projected annual expense savings to each Fund as a result of the
    Reorganizations, allocation of Reorganization expenses among the Funds in
    dollars and percentages, an estimated pay-back period (in years) and the
    resulting effect on each Fund's net asset value per common share at October
    31, 2004. Some Funds will benefit more from projected annual expense savings
    of the Reorganizations than other Funds. The projected annual expense
    savings are generally not expected to be immediately realized. If
    shareholders sell their common shares prior to the estimated pay-back
    period, then they may not realize any of the projected expense savings
    resulting from the reduced expense ratio of the combined fund. The net asset
    value per common share of each Fund will be reduced at the closing date of
    the respective Reorganization to reflect the allocation of Reorganization
    expenses to each Fund. The reduction in net asset value per common share
    resulting from the allocation of Reorganization expenses, when compared to
    the relative net asset sizes of each Fund involved in the Reorganizations,
    will be greater in some Funds than others. In the event a Reorganization is
    not completed, the Adviser will bear the costs associated with such
    Reorganization. The numbers presented in the table are estimates; actual
    results may differ.



<Table>
<Caption>
                                                                                        REDUCTION TO
                                      PROJECTED                            ESTIMATED     NET ASSET
                        NET ASSETS     ANNUAL        REORGANIZATION         PAYBACK      VALUE PER
                         (COMMON       EXPENSE     EXPENSE ALLOCATION       PERIOD         COMMON
FUND                   SHARES ONLY)    SAVINGS    IN DOLLARS/PERCENTAGE   (IN YEARS)       SHARE
- ----                   ------------   ---------   ---------------------   -----------   ------------
<S>                    <C>            <C>         <C>                     <C>           <C>
VNM..................  $ 72,369,780   $173,679        $ 174,150/43%          1.00           0.04
VNV..................    96,572,318     77,258           76,950/19%          1.00           0.01
VTN..................   107,028,857    149,840          153,900/38%          1.03           0.02
                                                      ------------
Total Expenses.......                                  405,000/100%
</Table>



(d) Expense information has been restated to reflect permanent reductions made
    to administrative fees effective as of June 1, 2004 and permanent reductions
    made to management fees effective as of November 1, 2004. If assets
    attributable to preferred shares were included, the investment advisory fee
    would be 0.55% for each Fund and for the Acquiring Fund on a pro forma
    basis.


(e) In seeking to enhance the income for its common shareholders, each of the
    Funds uses preferred shares as financial leverage. Leverage created by
    borrowing or other forms of indebtedness would create interest expenses
    which would, if used by the Funds, be charged to common shareholders (shown
    above as "Interest Payments on Borrowed Funds"). Leverage created by
    preferred shares creates dividend payments and/or capital gains
    distributions to preferred

                                        10
<PAGE>

    shareholders which are charged to common shareholders (shown above as
    "Distributions on Preferred Shares"). The dividend rates are based on
    periodic auctions as described herein and thus will differ based on varying
    market conditions at the times of such auctions.


(f)As described above the table, the pro forma column shown above assumes all of
   the Reorganizations are completed. As described herein, an unfavorable vote
   by one of the Target Funds will not affect the implementation of the
   Reorganization by the other Target Fund if approved by such other Target
   Fund. As such, there could be other combinations of approved Reorganizations,
   and the pro forma columns below present these various combinations.


<Table>
<Caption>
                                                                     Pro Forma
                                                                -------------------
ANNUAL EXPENSES                                                 VNM and    VNV and
(as a percentage of net assets attributable to common shares):  VTN Only   VTN Only
- --------------------------------------------------------------  --------   --------
<S>                                                             <C>        <C>
Investment Advisory Fees(d).............................          0.84%      0.86%
Interest Payments on Borrowed Funds.....................          0.00%      0.00%
Other Expenses..........................................          0.28%      0.31%
  Total Annual Expenses(d)..............................          1.12%      1.17%
Distributions
Distributions on Preferred Shares(e)....................          0.60%      0.61%
  Total Annual Expenses and Distributions on Preferred
    Shares..............................................          1.72%      1.78%
</Table>

  EXAMPLE.  The following example is intended to help you compare the costs of
investing in the Acquiring Fund pro forma after the Reorganizations with the
costs of investing in the Target Funds and the Acquiring Fund without the
Reorganizations. An investor would pay the following expenses on a $1,000
investment, assuming (1) the operating expense ratio for each Fund (as a
percentage of net assets attributable to common shares) set forth in the table
above and (2) a 5% annual return throughout the period:

<Table>
<Caption>
                                        1 YEAR   3 YEARS   5 YEARS   10 YEARS
                                        ------   -------   -------   --------
<S>                                     <C>      <C>       <C>       <C>
Van Kampen New York Quality Municipal
  Trust (VNM).........................   $12       $37       $64       $143
Van Kampen New York Value Municipal
  Income Trust (VNV)..................   $14       $43       $74       $162
Van Kampen Trust for Investment Grade
  New York Municipals (VTN)...........   $13       $40       $69       $151
Pro Forma -- Van Kampen Trust for
  Investment Grade New York
  Municipals(a) (VTN).................   $11       $35       $61       $135
</Table>

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

(a)Consistent with footnote (f) to the preceding table, the pro forma row shown
   above assumes each of the Reorganizations is completed. As described herein,
   an unfavorable vote by one of the Target Funds will not affect the
   implementation of the Reorganization of the other Target Fund if approved by
   such other

                                        11
<PAGE>


   Target Fund. This means that there could be other combinations of approved
   Reorganizations, and the pro forma rows below present these various
   combinations:


<Table>
<Caption>
PRO FORMA                           1 YEAR   3 YEARS   5 YEARS   10 YEARS
- ---------                           ------   -------   -------   --------
<S>                                 <C>      <C>       <C>       <C>
VNM and VTN only..................   $11       $35       $61       $135
VNV and VTN only..................   $12       $37       $64       $142
</Table>


  The example set forth above assumes the reinvestment of all dividends and
distributions. The example should not be considered a representation of past or
future expenses or annual rates of return. Actual expenses or annual rates of
return may be more or less than those assumed for purposes of the example.


  FURTHER INFORMATION REGARDING THE REORGANIZATIONS.  The Target Fund Board has
determined that each Reorganization is in the best interests of common
shareholders of the respective Target Fund and that the interests of such
shareholders will not be diluted as a result of their Fund's Reorganization.
Similarly, the Acquiring Fund Board has determined that each Reorganization is
in the best interests of common shareholders of the Acquiring Fund and that the
interests of such shareholders will not be diluted as a result of any
Reorganization. It is not anticipated that any of the Reorganizations will
directly benefit preferred shareholders of any of the Funds; however, the
Reorganizations will not materially adversely affect preferred shareholders of
any of the Funds, and the expenses of the Reorganizations will not be borne by
preferred shareholders of any of the Funds. As a result of the Reorganizations,
however, shareholders of each Fund will hold a reduced percentage of ownership
in the larger combined fund than they did in any of the separate Funds.

  Each of the Reorganizations is intended to qualify as a "reorganization"
within the meaning of Section 368(a)(1) of the Internal Revenue Code of 1986, as
amended (the "Internal Revenue Code"). If the Reorganizations so qualify, in
general, shareholders of the Target Funds will recognize no gain or loss upon
the receipt of shares of the Acquiring Fund in connection with the
Reorganizations. Additionally, the Target Funds will recognize no gain or loss
as a result of the transfer of all of their assets and liabilities in exchange
for shares of the Acquiring Fund or as a result of their dissolution. Neither
the Acquiring Fund nor its shareholders will recognize any gain or loss in
connection with the Reorganizations.


  The Target Fund Board requests that shareholders of each Target Fund approve
their Fund's proposed Reorganization at the Special Meeting to be held on August
12, 2005. Shareholder approval of each Reorganization requires the affirmative
vote of shareholders of the respective Target Fund representing more than 50% of
the outstanding common shares and preferred shares of such Target Fund, entitled
to vote, each voting separately as a class. Subject to the requisite approval of
the shareholders of each Fund with regard to each Reorganization, it is expected


                                        12
<PAGE>


that the closing date of the transaction (the "Closing Date") will be after the
close of business on or about August 26, 2005, but it may be at a different time
as described herein.


  The Target Fund Board recommends that you vote "FOR" your Target Fund's
proposed Reorganization.

PROPOSAL 2: ISSUANCE OF ADDITIONAL ACQUIRING FUND COMMON SHARES

  In connection with each proposed Reorganization described under "Proposal 1:
Reorganizations of the Target Funds," the Acquiring Fund will issue additional
Acquiring Fund Common Shares and list such shares on the NYSE and CHX. The
Acquiring Fund will acquire substantially all of the assets and assume
substantially all of the liabilities of each Target Fund in exchange for
newly-issued Acquiring Fund Common Shares and newly-issued Acquiring Fund APS.
The Reorganizations will result in no reduction of the net asset value of the
Acquiring Fund Common Shares, other than to reflect the costs of the
Reorganizations. No gain or loss will be recognized by the Acquiring Fund or its
shareholders in connection with the Reorganization. The Acquiring Fund Board,
based upon its evaluation of all relevant information, anticipates that each
Reorganization will benefit holders of Acquiring Fund Common Shares. In
particular, the Acquiring Fund Board believes, based on data presented by the
Adviser, that the Acquiring Fund will experience a reduced overall operating
expense ratio as a result of the Reorganizations.


  The Acquiring Fund Board requests that common shareholders of the Acquiring
Fund approve the issuance of additional Acquiring Fund Common Shares at the
Special Meeting to be held on August 12, 2005. Shareholder approval of the
issuance of additional Acquiring Fund Common Shares requires the affirmative
vote of a majority of the votes cast, provided that total votes cast on the
proposal represent over 50% of all securities entitled to vote on the matter.
Subject to the requisite approval of the shareholders of each Fund with regard
to the Reorganizations, it is expected that the Closing Date will be after the
close of business on or about August 26, 2005, but it may be at a different time
as described herein.


  The Acquiring Fund Board recommends that you vote "FOR" the issuance of
additional Acquiring Fund Common Shares in connection with the Reorganizations.

                                        13
<PAGE>

- ------------------------------------------------------------------------------
                PROPOSAL 1: REORGANIZATIONS OF THE TARGET FUNDS
- ------------------------------------------------------------------------------

  The Reorganizations seek to combine three similar Funds to achieve certain
economies of scale and other operational efficiencies. Each Fund is registered
as a non-diversified, closed-end management investment company under the 1940
Act. The investment objective of each Fund is to seek to provide a high level of
current income exempt from federal as well as New York State and New York City
income taxes, consistent with preservation of capital. Each Fund seeks to
achieve its investment objective, under normal market conditions, by investing
substantially all of its total assets in New York municipal securities rated
investment grade at the time of investment. New York Quality Municipal Trust and
the Acquiring Fund may invest up to 20% of their assets in unrated New York
municipal securities believed, at the time of investment, by the Adviser to have
credit characteristics equivalent to, and to be of comparable quality as, New
York municipal securities that are rated investment grade. The Funds are managed
by the same investment advisory personnel.


  In each Reorganization, the Acquiring Fund will acquire substantially all of
the assets and assume substantially all of the liabilities of the Target Fund in
exchange for an equal aggregate value of Acquiring Fund Common Shares and
Acquiring Fund APS. The Target Fund will distribute Acquiring Fund Common Shares
to common shareholders of the Target Fund and Acquiring Fund APS to preferred
shareholders of the Target Fund, and will then terminate its registration under
the 1940 Act and dissolve under applicable state law. The aggregate net asset
value of Acquiring Fund Common Shares received in the Reorganization will equal
the aggregate net asset value of the Target Fund common shares held immediately
prior to the Reorganization, less the costs of the Reorganization (though common
shareholders may receive cash for fractional shares). The aggregate liquidation
preference of Acquiring Fund APS received in the Reorganization will equal the
aggregate liquidation preference of Target Fund preferred shares held
immediately prior to the Reorganization. The Acquiring Fund will continue to
operate as a registered closed-end investment company with the investment
objective and policies described in this Joint Proxy Statement/Prospectus.


  The Target Fund Board, based upon its evaluation of all relevant information,
anticipates that the common shareholders of each Target Fund will benefit from
their Fund's respective Reorganization. In particular, the Target Fund Board
believes, based on data presented by the Adviser, that common shareholders of
each Target Fund will experience a reduced overall operating expense ratio as a
result of their Fund's respective Reorganization. The combined fund resulting
from the Reorganizations will have a larger asset base than any of the Funds has
currently; certain fixed administrative costs, such as costs of printing
shareholder reports and proxy statements, legal expenses, audit fees, mailing
costs and other expenses, will

                                        14
<PAGE>

be spread across this larger asset base, thereby lowering the expense ratio for
common shareholders of the combined fund.

                    RISK FACTORS AND SPECIAL CONSIDERATIONS

  Because each Fund, under normal market conditions, invests substantially all
of its assets in investment grade New York municipal securities, any risks
inherent in such investments are equally applicable to each Fund and will apply
to the combined fund after the Reorganizations. The Reorganizations themselves
are not expected to adversely affect the rights of shareholders of any of the
Funds or to create additional risks.

MARKET RISK

  Market risk is the possibility that the market values of securities owned by
each Fund will decline. The prices of debt securities tend to fall as interest
rates rise, and such declines tend to be greater among debt securities with
longer maturities. Market risk is often greater among certain types of debt
securities, such as zero coupon bonds which do not make regular interest
payments but are instead bought at a discount to their face values and paid in
full upon maturity. As interest rates change, these securities often fluctuate
more in price than securities that make regular interest payments and therefore
subject the Funds to greater market risk than a fund that does not own these
types of securities. When-issued and delayed delivery transactions are subject
to changes in market conditions from the time of the commitment until
settlement. This may adversely affect the prices or yields of the securities
being purchased. The greater the Funds' outstanding commitments for these
securities, the greater the Funds' exposure to market price fluctuations.

INTEREST RATE RISK

  Interest rate risk is the risk that prices of municipal securities generally
increase when interest rates decline and decrease when interest rates increase.
Prices of longer-term securities generally change more in response to interest
rate changes than prices of shorter-term securities.

CREDIT RISK

  Credit risk is the risk that the issuer will be unable to pay the interest or
principal when due. The degree of credit risk depends on both the financial
condition of the issuer and the terms of the obligation. Each Fund invests
substantially all of its assets in municipal securities that are rated
investment grade by Standard & Poor's ("S&P") or Moody's Investors Service Inc.
("Moody's") (or comparably rated by another nationally recognized statistical
rating organization). Securities rated in the lowest investment grade category
may have certain speculative characteristics.

                                        15
<PAGE>

New York Quality Municipal Trust and the Acquiring Fund may invest up to 20% of
their assets in unrated New York municipal securities believed, at the time of
investment, by the Adviser to have credit characteristics equivalent to, and to
be of comparable quality as, New York municipal securities that are rated
investment grade. New York Quality Municipal Trust and the Acquiring Fund may
therefore be more dependent on the Adviser's investment analysis of unrated New
York municipal securities than is the case with respect to rated New York
municipal securities.

INCOME RISK


  The income shareholders receive from their Fund is based primarily on interest
rates, which can vary widely over the short- and long-term. If interest rates
drop, the income from the Funds may drop as well.


CALL RISK

  If interest rates fall, it is possible that issuers of securities with high
interest rates will prepay or "call" their securities before their maturity
dates. In this event, the proceeds from the called securities would likely be
reinvested by the Funds in securities bearing the new, lower interest rates,
resulting in a possible decline in the Funds' income and distributions to
shareholders.


NON-DIVERSIFICATION RISK



  Each Fund is classified as a non-diversified fund, which means each Fund may
invest a greater portion of its assets in a more limited number of issuers than
a diversified fund. As a result, each Fund may be subject to greater risk than a
diversified fund because changes in the financial condition or market assessment
of a single issuer may cause greater fluctuations in the value of such Fund's
shares.



NEW YORK MUNICIPAL SECURITIES RISK



  Since each Fund, under normal market conditions, invests substantially all of
its assets in investment grade New York municipal securities, each Fund is more
exposed to risks affecting issuers of New York municipal securities than is a
bond fund or a municipal bond fund that invests more widely. Many different
social, environmental and economic factors may affect the financial condition of
municipal bonds, and particularly those of New York and its political
subdivisions. The yields of New York municipal securities may move differently
and adversely compared to the yields of overall debt securities markets.
Although the interest received from New York municipal securities generally is
exempt from regular federal income tax as well as New York State and New York
City personal income taxes, each fund may invest in New York municipal
securities that pay interest that is subject to the federal alternative minimum
tax. Each Fund may invest all or a substantial portion of its total assets in
New York municipal securities that pay interest that is subject

                                        16
<PAGE>

to the federal alternative minimum tax. In addition, there could be changes in
applicable tax laws or tax treatments that reduce or eliminate the current
federal income tax exemption generally applicable to interest received on
municipal securities or otherwise adversely affect the current federal or state
tax status of New York municipal securities.

RISKS OF USING STRATEGIC TRANSACTIONS

  Each Fund may engage in certain transactions ("Strategic Transactions")
designed to, among other things, reduce its exposure to interest rate movements.
For example, each Fund may purchase and sell exchange-listed and over-the-
counter put and call options on securities, financial futures and other
financial instruments, purchase and sell financial futures contracts and enter
into various interest rate transactions such as swaps, caps, floors or collars.
If a Fund incorrectly forecasts market values, interest rates or other factors,
that Fund's performance could suffer as a result of its Strategic Transactions.
Each Fund also may suffer a loss if the other party to the Strategic Transaction
fails to meet its obligations. The Funds are not required to use Strategic
Transactions and may choose not to do so.

MANAGER RISK

  As with any managed fund, the investment adviser to each Fund may not be
successful in selecting the best-performing securities or investment techniques,
and a Fund's performance may lag behind that of similar funds.

MARKET DISCOUNT RISK

  Whether investors will realize gains or losses upon the sale of shares of a
Fund will depend upon the market price of the shares at the time of original
purchase and subsequent sale, which may be less or more than such Fund's net
asset value per share. Since the market price of the shares will be affected by
such factors as the relative demand for and supply of the shares in the market,
general market and economic conditions and other factors beyond the control of
the Funds, the Funds cannot predict whether shares of the Funds will trade at,
below or above net asset value. Shares of closed-end funds often trade at a
discount to their net asset values, and the Funds' shares may trade at such a
discount.

  In order to reduce or eliminate a market value discount from net asset value,
the Board of Trustees of a Fund may, subject to the terms of its preferred
shares, authorize such Fund from time to time to repurchase its common shares in
the open market or to tender for its common shares at net asset value. The Board
of Trustees of a Fund, in consultation with the Adviser, reviews on a quarterly
basis the possibility of open-market repurchases and/or tender offers for such
Fund's common shares. Subject to its borrowing restrictions, a Fund may incur
debt to finance such repurchases, which entails risks. The ability of a Fund to
enter into tender

                                        17
<PAGE>

offers and the common share repurchases may be limited by the 1940 Act asset
coverage requirements and any additional asset coverage requirements which may
be imposed by a rating agency in connection with any rating of the preferred
shares. No assurance can be given that the Board of Trustees of a Fund will, in
fact, authorize such Fund to undertake such repurchases and/or tender offers or
that, if undertaken, such actions would result in such Fund's common shares
trading at a price which is equal or close to net asset value.

LEVERAGE RISK

  Use of leverage, through the issuance of preferred shares, involves certain
risks to holders of common shares of the Funds. For example, each Fund's
issuance of preferred shares may result in higher volatility of the net asset
value of its common shares and potentially more volatility in the market value
of its common shares. In addition, changes in the short-term and medium-term
dividend rates on, and the amount of taxable income allocable to, the preferred
shares of a Fund will affect the yield to holders of common shares of such Fund.
In certain circumstances, when a Fund is required to allocate taxable income to
holders of its preferred shares, such Fund may be required to make an additional
distribution to such holders in an amount approximately equal to the tax
liability resulting from the allocation (an "Additional Dividend"). Leverage
will allow holders of each Fund's common shares to realize a higher current rate
of return than if a Fund were not leveraged as long as such Fund, while
accounting for its costs and operating expenses, is able to realize a higher net
return on its investment portfolio than the then-current dividend rate (and any
Additional Dividend) paid on its preferred shares. Similarly, since a pro rata
portion of each Fund's net realized capital gains is generally payable to
holders of a Fund's common shares, the use of leverage will increase the amount
of such gains distributed to holders of a Fund's common shares. However,
short-term, medium-term and long-term interest rates change from time to time as
do their relationships to each other (i.e., the slope of the yield curve)
depending upon such factors as supply and demand forces, monetary and tax
policies and investor expectations. Changes in any or all of such factors could
cause the relationship between short-term, medium-term and long-term rates to
change (i.e., to flatten or to invert the slope of the yield curve) so that
short-term and medium-term rates may substantially increase relative to the
long-term obligations in which each Fund may be invested. To the extent that the
current dividend rate (and any Additional Dividend) on a Fund's preferred shares
approaches the net return on such Fund's investment portfolio, the benefit of
leverage to holders of common shares of such Fund will be decreased. If the
current dividend rate (and any Additional Dividend) on the preferred shares were
to exceed the net return on a Fund's portfolio, holders of common shares of such
Fund would receive a lower rate of return than if the Fund were not leveraged.
Similarly, since both the costs of issuing preferred shares and any decline in
the value of a Fund's investments (including investments purchased with the
proceeds from any preferred shares offering) will be borne entirely by holders
of such Fund's common shares, the effect of
                                        18
<PAGE>

leverage in a declining market would result in a greater decrease in net asset
value to holders of common shares than if a Fund were not leveraged. If a Fund
is liquidated, holders of that Fund's preferred shares will be entitled to
receive liquidating distributions before any distribution is made to holders of
common shares of such Fund.

  In an extreme case, a decline in net asset value could affect a Fund's ability
to pay dividends on its common shares. Failure to make such dividend payments
could adversely affect a Fund's qualification as a regulated investment company
under the federal tax laws. However, each Fund intends to take all measures
necessary to make required common share dividend payments. If a Fund's current
investment income is ever insufficient to meet dividend payments on either its
common shares or its preferred shares, such Fund may have to liquidate certain
of its investments. In addition, each Fund has the authority to redeem its
preferred shares for any reason and may be required to redeem all or part of its
preferred shares in the following circumstances:

  - if the asset coverage for the preferred shares declines below 200%, either
    as a result of a decline in the value of a Fund's portfolio investments or
    as a result of the repurchase of common shares in tender offers or
    otherwise, or

  - in order to maintain the asset coverage guidelines established by Moody's
    and S&P in rating the preferred shares.

  Redemption of the preferred shares or insufficient investment income to make
dividend payments may reduce the net asset value of a Fund's common shares and
require a Fund to liquidate a portion of its investments at a time when it may
be disadvantageous to do so.

ANTI-TAKEOVER PROVISIONS

  The Declaration of Trust of each Fund (in each case, the "Declaration of
Trust") includes provisions that could limit the ability of other entities or
persons to acquire control of that Fund or to change the composition of its
Board of Trustees. Such provisions could limit the ability of common
shareholders to sell their shares at a premium over prevailing market prices by
discouraging a third party from seeking to obtain control of either Fund.

SPECIAL RISKS RELATED TO PREFERRED SHARES

  AUCTION RISK. The dividend rate for the preferred shares of each Fund,
including the Acquiring Fund, normally is set through an auction process. These
preferred shares are referred to as "auction preferred shares." In the auction,
preferred shareholders may indicate the dividend rate at which they would be
willing to hold or sell their auction preferred shares or purchase additional
shares. An auction fails if there are more auction preferred shares offered for
sale than there are buyers, in which case preferred shareholders may not be able
to sell their shares. Also, if preferred shareholders place bids to retain
shares at an auction only at a specified
                                        19
<PAGE>

dividend rate and that rate exceeds the rate set at the auction, they will not
retain their shares. Additionally, if preferred shareholders buy auction
preferred shares or elect to retain shares without specifying a dividend rate
below which they would not wish to buy or continue to hold those shares, they
could receive a lower rate of return on their auction preferred shares than the
market rate. Finally, the dividend period for the auction preferred shares may
be changed by the Funds, subject to certain conditions, including notice to
preferred shareholders, which could also affect the liquidity of an investment
in those shares.


  SECONDARY MARKET RISK. Broker-dealers may maintain a secondary trading market
in the preferred shares outside of auctions; however, they are not obligated to
do so and there can be no assurance that such a secondary market will develop
or, if it does develop, that it will provide preferred shareholders with a
liquid trading market. It may not be possible to sell preferred shares between
auctions, or it may only be possible to sell them for a price less than their
liquidation preference plus any accumulated dividends. An increase in the level
of interest rates likely will have an adverse effect on the secondary market
price of the preferred shares. Auction preferred shares may only be transferred
outside of auctions to or through broker-dealers or other persons as the Funds
permits.


  RATINGS AND ASSET COVERAGE RISKS. Although the preferred shares of each Fund
have been rated "Aaa" by Moody's and "AAA" by S&P, such ratings do not eliminate
or necessarily mitigate the risks of investing in preferred shares. Moody's or
S&P could downgrade its rating of the preferred shares or withdraw its rating at
any time, which may make the preferred shares less liquid at an auction or in
the secondary market. If a Fund fail to satisfy its asset coverage ratios, it
will be required to redeem a sufficient number of preferred shares in order to
return to compliance with the asset coverage ratios. A Fund may voluntarily
redeem preferred shares under certain circumstances in order to meet asset
coverage tests.

                            COMPARISON OF THE FUNDS

INVESTMENT OBJECTIVE AND POLICIES

  The Funds pursue the same investment objective and have similar investment
policies. Each Fund seeks to provide common shareholders with a high level of
current income exempt from federal income tax as well as New York State and New
York City personal income taxes, consistent with preservation of capital. Under
normal market conditions, each Fund invests at least 80% of its assets in New
York municipal securities.

  Under normal market conditions, each Fund invests substantially all of its
assets in New York municipal securities rated investment grade at the time of
investment. Investment grade rated securities are rated BBB or higher by S&P or
Baa or higher

                                        20
<PAGE>

by Moody's (or comparably rated by any other nationally recognized statistical
rating organization) in the case of long-term obligations, and have equivalent
ratings in the case of short-term obligations. Securities rated BBB by S&P are
regarded by S&P as having an adequate capacity to pay interest and repay
principal. Securities rated Baa by Moody's are considered by Moody's as
medium-grade obligations which lack outstanding investment characteristics and
in fact have speculative characteristics as well.

  New York Quality Municipal Trust and the Acquiring Fund may invest up to 20%
of their assets in unrated New York municipal securities believed, at the time
of investment, by the Adviser to have credit characteristics equivalent to, and
to be of comparable quality as, New York municipal securities that are rated
investment grade.

  The foregoing policies with respect to credit quality of portfolio investments
apply only at the time of purchase of a security, and the Funds are not required
to dispose of a security in the event that S&P or Moody's (or any other
nationally recognized statistical rating organization) downgrades its assessment
of the credit characteristics of a particular issuer or, in the case of unrated
securities in which New York Quality Municipal Trust and the Acquiring Fund may
invest, in the event the Adviser reassesses its view with respect to the credit
quality of the issuer thereof. In determining whether a Fund will retain or sell
such a security, the Adviser may consider such factors as the Adviser's
assessment of the credit quality of the issuer of such security, the price at
which such security could be sold and the rating, if any, assigned to such
security by other nationally recognized statistical rating organizations.

  Each Fund may invest an unlimited portion of its assets in New York municipal
securities that pay interest that is subject to the alternative minimum tax
provisions of federal tax law. A substantial portion of the income produced by
each Fund may be taxable under the alternative minimum tax. The Funds may not be
suitable investments for investors who are already subject to the federal
alternative minimum tax or who would become subject to the federal alternative
minimum tax as a result of an investment in the Funds.

  Each Fund may engage in certain hedging transactions and may purchase and sell
put and call options on municipal securities and municipal securities indices.
Such transactions are not treated as investments in municipal securities for the
purpose of each Fund's policy of investing 80% of its total assets in New York
municipal securities.

  NEW YORK MUNICIPAL SECURITIES. Municipal securities are obligations issued by
or on behalf of states, certain territories and possessions of the United States
and the District of Columbia and their political subdivisions, agencies and
instrumentalities, the interest on which is, in the opinion of bond counsel or
other counsel to the issuer

                                        21
<PAGE>

of such securities, at the time of issuance, not includable in gross income for
regular federal income tax purposes. New York municipal securities are municipal
securities, the interest on which is, in the opinion of bond counsel or other
counsel to the issuer of such securities, at the time of issuance, exempt from
New York State and New York City personal income taxes. Under normal market
conditions, at least 80% of each Fund's net assets are invested in New York
municipal securities.

  The two principal classifications of municipal securities are "general
obligation" securities and "revenue" securities. "General obligation" securities
are secured by the issuer's pledge of its faith, credit and taxing power for the
payment of principal and interest. "Revenue" securities are usually payable only
from the revenues derived from a particular facility or class of facilities or,
in some cases, from the proceeds of a special excise tax or other specific
revenue source. Industrial development bonds are usually revenue securities, the
credit quality of which is normally directly related to the credit standing of
the industrial user involved.

  Within these principal classifications of municipal securities, there are a
variety of categories of municipal securities, including fixed and variable rate
securities, municipal bonds, municipal notes, municipal leases, custodial
receipts, participation certificates and municipal securities the terms of which
include elements of, or are similar in effect to, certain Strategic Transactions
in which the Funds may engage. Variable rate securities bear rates of interest
that are adjusted periodically according to formulae intended to reflect market
rates of interest and include securities whose rates vary inversely with changes
in market rates of interest. Municipal notes include tax, revenue and bond
anticipation notes of short maturity, generally less than three years, which are
issued to obtain temporary funds for various public purposes. Municipal leases
are obligations issued by state and local governments or authorities to finance
the acquisition of equipment and facilities. Certain municipal lease obligations
may include "nonappropriation" clauses which provide that the municipality has
no obligation to make lease or installment purchase payments in future years
unless money is appropriated for such purpose on a yearly basis. Custodial
receipts are underwritten by securities dealers or banks and evidence ownership
of future interest payments, principal payments or both on certain municipal
securities. Participation certificates are obligations issued by state and local
governments or authorities to finance the acquisition of equipment and
facilities. They may represent participations in a lease, an installment
purchase contract, or a conditional sales contract. Municipal securities may not
be backed by the faith, credit and taxing power of the issuer.

  The Funds do not generally invest 25% or more of their respective total assets
in any one industry. Governmental issuers of New York municipal securities are
not considered part of any "industry" and are accordingly not subject to this
25% limitation. However, New York municipal securities backed only by the assets
and revenues of non-governmental users may for this purpose be deemed to be
issued by

                                        22
<PAGE>

such non-governmental users, and the 25% limitation would apply to such
obligations.

  Each Fund may invest in New York municipal securities backed by original issue
insurance or secondary market insurance (collectively, "insurance"). The credit
rating assigned by Moody's or S&P (or any other nationally recognized
statistical rating organization) to New York municipal securities covered by
insurance ordinarily will be based, at least in part, on such insurance.
Although the Adviser periodically reviews the financial condition of insurers,
there can be no assurance that the insurers will be able to honor their
obligations in all circumstances. In the event of a default by an insurer on its
obligations with respect to any New York municipal securities in a Fund's
portfolio, the Fund would look to the issuer or guarantor of such New York
municipal securities for payments of principal and interest and such issuer or
any guarantor may not be rated investment grade. Alternatively, the Fund could
elect to dispose of such New York municipal securities; however, the market
prices for such New York municipal securities may be lower than the Fund's
purchase price for them and the Fund could sustain a capital loss as a result.

  The amount of available information about the financial condition of New York
municipal securities issuers may be less extensive than that for corporate
issuers with publicly traded securities. New York municipal securities in which
the Funds may each invest include special obligation bonds, lease obligations,
participation certificates, variable rate instruments and New York municipal
securities the terms of which include elements of, or are similar in effect to,
certain Strategic Transactions in which the Funds may engage. Certain of these
instruments represent relatively recent innovations in the municipal securities
markets. While the markets for such recent innovations progress through stages
of development, such markets may be less liquid than more fully developed
markets for municipal securities. Liquidity relates to the ability of a Fund to
sell a security in a timely manner at a price which reflects the value of that
security. Although it is generally the policy of the Funds to hold New York
municipal securities until their maturity, the relative illiquidity of some of a
Fund's portfolio securities may adversely affect the ability of the Fund to
dispose of such securities in a timely manner and at a fair price.


  Each Fund may invest up to 15% of its net assets in "inverse floating rate
obligations." Floating rate obligations bear rates of interest that are adjusted
periodically to reflect changes in market rates of interest. Inverse floating
rate obligations have rates that vary inversely with changes in market rates of
interest. These securities have varying degrees of liquidity and the market
value of such securities generally will fluctuate in response to changes in
market rates of interest to a greater extent that the value of an equal
principal amount of a fixed rate security having similar credit quality,
redemption provisions and maturity. These securities tend to underperform the
market for fixed rate bonds in a rising interest


                                        23
<PAGE>


rate environment, but tend to outperform the market for fixed rate bonds when
interest rates decline or remain relatively stable.


  TEMPORARY DEFENSIVE STRATEGIES. At times, the Adviser may judge that
conditions in the markets for New York municipal securities make pursuing a
Fund's basic investment strategy inconsistent with the best interests of its
shareholders. At such times, the Adviser may use alternative strategies,
primarily designed to reduce fluctuations in the value of such Fund's assets. In
implementing these "defensive" strategies, a Fund may invest to a substantial
degree in other investment grade municipal securities, including liquid,
high-quality, short-term municipal securities. If these other municipal
securities are not available or, in the Adviser's judgment, do not afford
sufficient protection against adverse market conditions, each Fund may invest in
investment grade taxable securities. To the extent that a Fund invests in
taxable securities for temporary defensive purposes, that Fund will not be
invested in a manner primarily designed to achieve its investment objective of
seeking to provide common shareholders with a high level of current income
exempt from federal income tax as well as New York State and New York City
personal income taxes.

OTHER INVESTMENT PRACTICES AND POLICIES

  In connection with the investment objective and policies described above, each
Fund may, but is not required to, utilize various other investment strategies as
described below to earn income, to facilitate portfolio management and to
mitigate risk. Such strategies are generally accepted by modern portfolio
managers and are regularly utilized by many investment companies and other
institutional investors. These investment practices entail risks. Although the
Adviser believes that these investment practices may further the Funds'
respective investment objectives, no assurance can be given that these
investment practices will achieve this result.

  STRATEGIC TRANSACTIONS. Each Fund may engage in certain Strategic Transactions
to attempt to protect against possible changes in the market value of securities
held in or to be purchased for its portfolio resulting from securities markets
fluctuations, to protect unrealized gains in the value of its portfolio
securities, to facilitate the sale of such securities for investment purposes,
to manage the effective maturity or duration of its portfolio, or to establish a
position in the derivatives markets as a temporary substitute for purchasing or
selling particular securities. Any or all of these investment techniques may be
used at any time and there is no particular strategy that dictates the use of
one technique rather than another, as use of any Strategic Transaction is a
function of numerous variables, including market conditions. The ability of a
Fund to utilize these Strategic Transactions successfully depends on the
Adviser's ability to predict pertinent market movements, which cannot be
assured. Each Fund complies with applicable regulatory requirements when
implementing these strategies, techniques and instruments.

                                        24
<PAGE>

  Strategic Transactions have risks associated with them, including possible
default by the other party to the transaction, liquidity and, to the extent the
Adviser's view as to certain market movements is incorrect, the risk that the
use of such Strategic Transactions could result in losses greater than if they
had not been used. Use of put and call options may result in losses to a Fund,
force the sale of portfolio securities at inopportune times or for prices other
than at current market values, limit the amount of appreciation a Fund can
realize on its investments or cause a Fund to hold a security it might otherwise
sell. The use of options and futures transactions entails certain other risks.
In particular, the variable degree of correlation between price movements of
futures contracts and price movements in the related portfolio position of a
Fund creates the possibility that losses on the hedging instrument may be
greater than gains in the value of the Fund's position. In addition, futures and
options markets may not be liquid in all circumstances and certain
over-the-counter options may have no markets. As a result, in certain markets, a
Fund might not be able to close out a transaction without incurring substantial
losses, if at all. Although the contemplated use of these futures contracts and
options thereon should tend to minimize the risk of loss due to a decline in the
value of the hedged position, at the same time they tend to limit any potential
gain which might result from an increase in value of such position. Finally, the
daily variation margin requirements for futures contracts and the sale of
options thereon would create, a greater ongoing potential financial risk than
would purchases of options, where the exposure is limited to the cost of the
initial premium.


  Losses resulting from the use of Strategic Transactions would reduce net asset
value, and possibly income, and such losses can be greater than if the Strategic
Transactions had not been utilized. Income earned or gains realized or deemed to
be earned or realized, if any, by a Fund from engaging in Strategic Transactions
generally will be taxable income of the Fund. Such income is allocated among the
common shares and the preferred shares of a Fund on a pro rata basis.


  "WHEN-ISSUED" AND "DELAYED DELIVERY" TRANSACTIONS. Each Fund may also purchase
and sell municipal securities on a "when-issued" and "delayed delivery" basis.
No income accrues to a Fund on municipal securities in connection with such
transactions prior to the date such Fund actually takes delivery of such
securities. These transactions are subject to market fluctuation; the value of
the municipal securities at delivery may be more or less than their purchase
price, and yields generally available on municipal securities when delivery
occurs may be higher than yields on the municipal securities obtained pursuant
to such transactions. Because a Fund engaging in such transactions relies on the
buyer or seller, as the case may be, to consummate the transaction, failure by
the other party to complete the transaction may result in such Fund missing the
opportunity of obtaining a price or yield considered to be advantageous. When a
Fund is the buyer in such a transaction, however, it will maintain, in a
segregated account with its custodian, cash or liquid portfolio securities
having an aggregate value equal to the amount of such purchase
                                        25
<PAGE>

commitments until payment is made. A Fund will make commitments to purchase
municipal securities on such basis only with the intention of actually acquiring
these securities, but a Fund may sell such securities prior to the settlement
date if such sale is considered to be advisable. To the extent a Fund engages in
"when-issued" and "delayed delivery" transactions, it will do so for the purpose
of acquiring securities for a Fund's portfolio consistent with a Fund's
investment objective and policies and not for the purpose of investment
leverage. No specific limitation exists as to the percentage of a Fund's assets
which may be used to acquire securities on a "when-issued" or "delayed delivery"
basis.

INVESTMENT RESTRICTIONS


  Each Fund's investment objective, each Fund's investment policy with respect
to investing at least 80% of its total assets in municipal securities (or, with
respect to New York Quality Municipal Trust, in New York municipal securities)
and the following investment restrictions are fundamental and cannot be changed
without the approval of the holders of a majority of the Fund's outstanding
voting securities (defined in the 1940 Act as the lesser of (i) more than 50% of
the Fund's outstanding common shares and of its outstanding preferred shares,
voting by class, or (ii) 67% of such outstanding common shares and preferred
shares, voting by class, present at a meeting at which the holders of more than
50% of the outstanding shares of each such class are present in person or by
proxy). All other investment policies or practices are considered by the Funds
not to be fundamental and accordingly may be changed without shareholder
approval. If a percentage restriction on investment or use of assets set forth
below is adhered to at the time a transaction is effected, later changes in
percentage resulting from changing market values will not be considered a
deviation from policy. With respect to the limitations on illiquid securities
and borrowings, the percentage limitations apply at the time of purchase and on
an ongoing basis.


  The Funds may not:

   1. Invest more than 25% of their assets in a single industry; however, the
      Funds may from time to time invest more than 25% of their assets in a
      particular segment of the municipal securities market.

   2. Issue senior securities, as defined in the 1940 Act, other than preferred
      shares of beneficial interest, except to the extent such issuance might be
      involved with borrowings described under subparagraph (3) below or with
      respect to Strategic Transactions.

   3. Borrow money, except for temporary or emergency purposes from banks or for
      repurchase of its shares, and then only in an amount not exceeding one-
      third of a Fund's total assets, including the amount borrowed. The Funds
      will not mortgage, pledge or hypothecate any assets except in connection
      with a borrowing or, with respect to New York Value Municipal Income Trust
      only,

                                        26
<PAGE>

      a Strategic Transaction. The Funds will not purchase portfolio securities
      during any period in which such borrowings exceed 5% of the total asset
      value of a Fund. Notwithstanding this investment restriction, the Funds
      may enter into "when-issued" and "delayed delivery" transactions.

   4. Make loans of money or property to any person, except to the extent the
      securities in which the Funds may invest are considered to be loans and
      except that the Funds may lend money or property in connection with
      maintenance of the value of or a Fund's interest with respect to the
      securities owned by such Fund.

   5. Buy any securities "on margin." Neither the deposit of initial or
      variation margin in connection with Strategic Transactions nor short-term
      credits as may be necessary for the clearance of transactions is
      considered the purchase of a security on margin.

   6. Sell any securities "short," write, purchase or sell puts, calls or
      combinations thereof, or purchase or sell futures or options, except in
      connection with Strategic Transactions.

   7. Act as an underwriter of securities, except to the extent the Funds may be
      deemed to be underwriters in connection with the sale of securities held
      in their portfolios.


   8. Make investments for the purpose of exercising control or participation in
      management, except to the extent that exercise by the Funds of their
      rights under agreements related to municipal securities would be deemed to
      constitute such control or participation and except to the extent
      permitted by (i) the 1940 Act, as amended from time to time, (ii) the
      rules and regulations promulgated by the SEC under the 1940 Act, as
      amended from time to time, or (iii) an exemption or other relief from the
      provisions of the 1940 Act.



   9. Invest in securities of other investment companies except as part of a
      merger, consolidation or other acquisition and except to the extent
      permitted by (i) the 1940 Act, as amended from time to time, (ii) the
      rules and regulations promulgated by the SEC under the 1940 Act, as
      amended from time to time, or (iii) an exemption or other relief from the
      provisions of the 1940 Act.


  10. Invest in equity interests in oil, gas or other mineral exploration or
      development programs except pursuant to the exercise by the Funds of their
      rights under agreements relating to municipal securities.

  11. Purchase or sell real estate, commodities or commodity contracts, except
      to the extent the municipal securities in which the Funds may invest are
      considered to be interests in real estate and except to the extent that
      the Strategic Transactions in which the Funds may invest are considered to
      be commodities or commodities contracts.
                                        27
<PAGE>

As a matter of operating policy, each Fund will not invest 25% or more of its
assets in a single industry; however, each Fund may from time to time invest 25%
or more of its assets in a particular segment of the municipal securities
market.

MANAGEMENT OF THE FUNDS

  THE BOARDS. The Board of each Fund is responsible for the overall supervision
of the operations of its respective Fund and performs the various duties imposed
on trustees of investment companies by the 1940 Act and under applicable state
law.


  THE ADVISER. The investment adviser for each Fund is Van Kampen Asset
Management. The Adviser is a wholly owned subsidiary of Van Kampen Investments
Inc. ("Van Kampen Investments"). Van Kampen Investments is a diversified asset
management company that administers more than three million retail investor
accounts, has extensive capabilities for managing institutional portfolios and
has more than $99 billion under management or supervision as of May 31, 2005.
Van Kampen Investments is an indirect wholly owned subsidiary of Morgan Stanley,
a preeminent global financial services firm that maintains leading market
positions in each of its three primary businesses: securities, asset management
and credit services. Morgan Stanley is a full service securities firm engaged in
securities trading and brokerage activities, investment banking, research and
analysis, financing and financial advisory services. The principal business
address of the Adviser and Van Kampen Investments is 1221 Avenue of the
Americas, New York, New York 10020.


  Pursuant to separate investment advisory agreements between each Fund and the
Adviser, each Fund pays the Adviser a monthly fee at the annual rate of 0.55% of
such Fund's average daily net assets, including assets attributable to its
preferred shares. Effective November 1, 2004, the investment advisory fee paid
by each Fund was reduced from .60% to .55%. Subsequent to the Reorganizations,
the Adviser will continue to receive compensation at the rate of 0.55% of the
average daily net assets, including assets attributable to preferred shares, of
the combined fund. Because the fees paid to the Adviser are calculated on net
assets, including assets attributable to preferred shares, the fees earned by
the Adviser will be higher when preferred shares are outstanding.

  Under a separate accounting services and legal services agreement, the Adviser
(or its affiliate) provides accounting and legal services to each Fund. The
Adviser (or its affiliate) allocates the cost of such services to each Fund.


  PORTFOLIO MANAGEMENT. Each Fund's portfolio is managed by the Adviser's
Municipal Fixed Income team. The team is made up of established investment
professionals. Current members of the team include Dennis Pietrzak, Executive
Director of the Adviser; Robert Wimmel, Vice President of the Adviser; and John
R. Reynoldson, Executive Director of the Adviser.


                                        28
<PAGE>


  Mr. Pietrzak has worked for the Adviser since 1995 and began managing the
Funds in 1995. Mr. Wimmel has worked for the Adviser since 1996 and began
managing the Funds in 2002. Mr. Reynoldson has worked for the Adviser since 1987
and began managing the Funds in 2002. Prior to 2002, Messrs. Wimmel and
Reynoldson worked in an investment management capacity for the Adviser.



  Mr. Pietrzak is the lead portfolio manager of each Fund. Mssrs. Wimmel and
Reynoldson are co-portfolio managers of each Fund. All team members are
responsible for the day-to-day management of each Fund and for the execution of
the overall strategy of each Fund.


  The Reorganization Statement of Additional Information provides additional
information about the portfolio managers' compensation, other accounts managed
by the portfolio managers and the portfolio managers' ownership of securities in
the Acquiring Fund.


  The composition of the team may change without notice from time to time.


  PORTFOLIO TRANSACTIONS WITH AFFILIATES. The Adviser may place portfolio
transactions, to the extent permitted by law, with brokerage firms affiliated
with the Funds and the Adviser, if it reasonably believes that the quality of
execution and the commission are comparable to that available from other
qualified firms.


  LEGAL PROCEEDINGS INVOLVING THE ADVISER. The Adviser, certain affiliates of
the Adviser, and certain investment companies advised by the Adviser or its
affiliates were named as defendants in a number of similar class action
complaints which were consolidated. The amended complaint also names as
defendants certain individual trustees and directors of certain investment
companies advised by affiliates of the Adviser; the complaint does not, however,
name the individual trustees of any Van Kampen funds. The complaint generally
alleges that defendants violated their statutory disclosure obligations and
fiduciary duties by failing properly to disclose (i) that the Adviser and
certain affiliates of the Adviser allegedly offered economic incentives to
brokers and others to steer investors to the funds advised by the Adviser or its
affiliates rather than funds managed by other companies, and (ii) that the funds
advised by the Adviser or its affiliates allegedly paid excessive commissions to
brokers in return for their alleged efforts to steer investors to these funds.
The complaint seeks, among other things, unspecified compensatory damages,
rescissionary damages, fees and costs. The defendants' motion to dismiss this
action is pending. After defendants moved to dismiss, the plaintiffs filed a
motion for leave to amend the complaint, which is also pending. The proposed
amendment drops all claims against the named investment companies, which are
listed only as nominal defendants. The proposed amendment raises similar claims
against the Adviser and its affiliates with respect to the investment companies
advised by the Adviser or its affiliates, and, in addition, alleges that
affiliates of the Adviser received undisclosed compensation for steering
investors into thirteen non-affiliated


                                        29
<PAGE>

fund families. The defendants intend to continue to defend this action
vigorously. While the defendants believe that they have meritorious defenses,
the ultimate outcome of this matter is not presently determinable at this early
stage of litigation.

  The Adviser and certain affiliates of the Adviser are also named as defendants
in a derivative suit which additionally names as defendants individual trustees
of certain Van Kampen funds; the named investment companies are listed as
nominal defendants. The complaint alleges that defendants caused the Van Kampen
funds to pay economic incentives to a proprietary sales force to promote the
sale of Van Kampen funds. The complaint also alleges that the Van Kampen funds
paid excessive commissions to Morgan Stanley and its affiliates in connection
with the sales of the funds. The complaint seeks, among other things, the
removal of the current trustees of the funds, rescission of the management
contracts for the funds, disgorgement of profits by Morgan Stanley and its
affiliates and monetary damages. This complaint has been coordinated with the
action described in the preceding paragraph. The defendants have moved to
dismiss this action and otherwise intend to defend it vigorously. This action is
currently stayed until the later of (i) a ruling on the motion to dismiss the
action described in the preceding paragraph or (ii) a ruling on a motion to
dismiss the action described in the next paragraph. While the defendants believe
that they have meritorious defenses, the ultimate outcome of this matter is not
presently determinable at this early stage of litigation.


  The plaintiff in the action described in the preceding paragraph filed a
separate derivative action against the Adviser, certain affiliates of the
Adviser, the individual trustees of certain Van Kampen funds, and certain
unaffiliated entities. The named investment companies are listed as nominal
defendants. The complaint alleges that certain unaffiliated entities engaged in
or facilitated market timing and late trading in the Van Kampen funds, and that
the Adviser, certain affiliates of the Adviser, and the trustees failed to
prevent and/or detect such market timing and late trading. The complaint seeks,
among other things, the removal of the current trustees of the funds, rescission
of the management contracts and distribution plans for the funds, disgorgement
of fees and profits from the Adviser and its affiliates, and monetary damages.
The defendants' motion to dismiss this action is pending. While the defendants
believe that they have meritorious defenses, the ultimate outcome of this matter
is not presently determinable at this early stage of litigation.



  The Adviser and the individual trustees of certain Van Kampen funds are named
as defendants in a recently filed class action complaint that alleges the
defendants breached various fiduciary and statutory duties to investors by
failing to ensure that the funds participated in securities class action
settlements involving securities held in the funds' portfolios. The complaint
seeks, among other things, compensatory and punitive damages. None of the funds
are named as defendants, and no claims are asserted against them. Each of the
defendants has moved or will move to dismiss the complaint and believes that
they have meritorious defenses.


                                        30
<PAGE>


  The Adviser, one of the investment companies advised by the Adviser, and
certain officers and directors of the investment company are defendants in a
class action filed in 2001 alleging that the defendants issued a series of
prospectuses and registration statements that were materially false and
misleading. Among other things, the complaint alleges that the prospectuses and
registration statements contained misleading descriptions of the method
defendants used to value senior loan interests in the fund's portfolio, and that
defendants materially overstated the net asset value of the fund. The parties
recently reached an agreement to settle the case. The court preliminarily
approved the settlement agreement in June 2005, subject to a later hearing on
the fairness of the settlement agreement.


OTHER SERVICE PROVIDERS


  State Street Bank and Trust Company, 225 West Franklin Street, Boston,
Massachusetts 02110, is the custodian for each of the Funds. EquiServe Trust
Company, N.A., 250 Royall Street, Canton, Massachusetts 02021, is the transfer
agent and dividend disbursing agent for the common shares of each Fund. Deutsche
Bank Trust Company Americas ("Deutsche Bank"), 280 Park Avenue, New York, New
York 10017, is the auction agent and dividend paying agent for the preferred
shares of each Fund.


CAPITALIZATION


  The Board of Trustees of each Fund may authorize separate classes of shares
together with such designation of preferences, rights, voting powers,
restrictions, limitations, qualifications or terms as may be determined from
time to time by the trustees. The following table sets forth the capitalization
of the Target Funds and the Acquiring Fund as of October 31, 2004, and the pro
forma capitalization of the combined fund as if the Reorganizations had occurred
on that date.


                                        31
<PAGE>

               CAPITALIZATION AS OF OCTOBER 31, 2004 (UNAUDITED)




<Table>
<Caption>
                                                ACTUAL                  PRO FORMA
                                 ------------------------------------   ----------
                                              VAN KAMPEN   VAN KAMPEN   VAN KAMPEN
                                 VAN KAMPEN    NEW YORK    TRUST FOR    TRUST FOR
                                  NEW YORK      VALUE      INVESTMENT   INVESTMENT
                                  QUALITY     MUNICIPAL      GRADE        GRADE
                                 MUNICIPAL      INCOME      NEW YORK     NEW YORK
                                   TRUST        TRUST      MUNICIPALS   MUNICIPALS
                                 ----------   ----------   ----------   ----------
<S>                              <C>          <C>          <C>          <C>
NET ASSETS CONSIST OF (AMOUNTS
  IN THOUSANDS):
  Common Shares
    ($.01 par value)*..........   $     57     $     43     $     62     $    160
  Paid in surplus..............     83,570       62,404       91,398      236,969
  Net unrealized
    appreciation...............     10,403        8,918       14,373       33,694
  Accumulated undistributed net
    investment income..........        747          464          891        2,102
  Accumulated net realized gain
    (loss).....................      1,795          541          305        2,641
  NET ASSETS APPLICABLE TO
    COMMON SHARES..............     96,572       72,370      107,029      275,566**
  PREFERRED SHARES ($.01 par
    value, with liquidation
    preference of $25,000,
    $25,000, $25,000 and
    $25,000, respectively)*....     45,000       40,000       60,000      145,000
  NET ASSETS INCLUDING
    PREFERRED SHARES...........    141,572      112,370      167,029      420,566
NET ASSET VALUE PER COMMON
  SHARE........................      17.07        16.86        17.23        17.21
</Table>


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

 * Based on the number of outstanding shares listed in "Outstanding Securities
   of the Funds" table below.

** Reflects a non-recurring cost associated with the Reorganizations of
   approximately $405,000, with $76,950 to be borne by common shareholders of
   New York Quality Municipal Trust, $174,150 to be borne by common shareholders
   of New York Value Municipal Income Trust and $153,900 to be borne by common
   shareholders of the Acquiring Fund, assuming each of these Reorganizations is
   approved and completed.

                                        32
<PAGE>

                      OUTSTANDING SECURITIES OF THE FUNDS
                             AS OF OCTOBER 31, 2004

<Table>
<Caption>
                                                                    AMOUNT
                                                                 OUTSTANDING
                                                   AMOUNT HELD   EXCLUSIVE OF
                                                   BY FUND FOR   AMOUNT SHOWN
                                       AMOUNT        ITS OWN     IN PREVIOUS
TITLE OF CLASS                       AUTHORIZED      ACCOUNT        COLUMN
- --------------                       ----------    -----------   ------------
<S>                                  <C>           <C>           <C>
VAN KAMPEN NEW YORK QUALITY
  MUNICIPAL TRUST
  Common Shares....................    Unlimited        0         5,655,638
  Preferred Shares.................  100,000,000        0             1,800
VAN KAMPEN NEW YORK VALUE MUNICIPAL
  INCOME TRUST
  Common Shares....................    Unlimited        0         4,291,172
  Preferred Shares.................  100,000,000        0             1,600
VAN KAMPEN TRUST FOR INVESTMENT
  GRADE NEW YORK MUNICIPALS
  Common Shares....................    Unlimited        0         6,211,330
  Preferred Shares.................  100,000,000        0             2,400
</Table>

ADDITIONAL INFORMATION ABOUT COMMON SHARES OF THE FUNDS

  GENERAL. Common shareholders of a Fund are entitled to share equally in
dividends declared by the Fund's Board of Trustees payable to holders of the
common shares and in the net assets of the Fund available for distribution to
holders of the common shares after payment of the preferential amounts payable
to preferred shareholders. Common shareholders do not have preemptive or
conversion rights and a Fund's common shares are not redeemable. The outstanding
common shares of each Fund are fully paid and nonassessable (except as described
under "Governing Law" below). So long as any preferred shares of a Fund are
outstanding, holders of the Fund's common shares will not be entitled to receive
any dividends or other distributions from the Fund unless all accumulated
dividends on the Fund's outstanding preferred shares have been paid, and unless
asset coverage (as defined in the 1940 Act) with respect to such preferred
shares would be at least 200% after giving effect to such distributions.

  PURCHASE AND SALE. Purchase and sale procedures for the common shares of each
of the Funds are identical. Investors typically purchase and sell common shares
of the Funds through a registered broker-dealer on the NYSE or CHX, thereby
incurring a brokerage commission set by the broker-dealer. Alternatively,
investors may purchase or sell common shares of the Funds through privately
negotiated transactions with existing shareholders.

                                        33
<PAGE>

  COMMON SHARE PRICE DATA. The following table sets forth the high and low sales
prices for common shares of each Fund on the NYSE, for each full quarterly
period within each Fund's two most recent fiscal years and for each full fiscal
quarter of the current fiscal year, along with the net asset value and discount
or premium to net asset value for each quotation.

                        NEW YORK QUALITY MUNICIPAL TRUST

<Table>
<Caption>
                           HIGH    NET ASSET    PREMIUM      LOW     NET ASSET    PREMIUM
QUARTERLY PERIOD ENDING   PRICE      VALUE     (DISCOUNT)   PRICE      VALUE     (DISCOUNT)
- -----------------------   -----    ---------   ----------   -----    ---------   ----------
<S>                       <C>      <C>         <C>          <C>      <C>         <C>
April 30, 2005..........  $15.15    $16.77       -9.66%     $13.97    $16.35      -14.56%
January 31, 2005........  $14.46    $17.05       -9.33%     $14.50    $16.68      -13.07%
October 31, 2004........  $15.45    $17.07       -9.49%     $14.68    $16.66      -11.88%
July 31, 2004...........  $15.01    $16.54       -9.25%     $13.48    $15.86      -15.01%
April 30, 2004..........  $16.28    $17.08       -4.68%     $14.26    $16.41      -13.10%
January 31, 2004........  $15.71    $17.11       -8.18%     $15.03    $16.93      -11.22%
October 31, 2003........  $15.35    $17.09      -10.18%     $14.53    $16.36      -11.19%
July 31, 2003...........  $16.73    $17.45       -4.13%     $15.15    $16.49       -8.13%
April 30, 2003..........  $15.78    $16.92       -6.74%     $15.20    $16.83       -9.69%
January 31, 2003........  $15.80    $17.37       -9.04%     $15.05    $16.82      -10.52%
</Table>

                     NEW YORK VALUE MUNICIPAL INCOME TRUST

<Table>
<Caption>
                           HIGH    NET ASSET    PREMIUM      LOW     NET ASSET    PREMIUM
QUARTERLY PERIOD ENDING   PRICE      VALUE     (DISCOUNT)   PRICE      VALUE     (DISCOUNT)
- -----------------------   -----    ---------   ----------   -----    ---------   ----------
<S>                       <C>      <C>         <C>          <C>      <C>         <C>
April 30, 2005..........  $15.30    $16.64       -8.05%     $14.26    $16.41      -13.10%
January 31, 2005........  $16.80    $16.65        0.90%     $14.68    $16.52      -11.14%
October 31, 2004........  $15.34    $16.89       -9.18%     $14.61    $16.39      -10.86%
July 31, 2004...........  $14.65    $16.20       -9.57%     $13.52    $15.77      -14.27%
April 30, 2004..........  $16.43    $17.38       -5.47%     $14.30    $16.20      -11.73%
January 31, 2004........  $16.25    $17.09       -4.92%     $15.19    $16.53       -8.11%
October 31, 2003........  $15.36    $16.46       -6.68%     $14.91    $15.85       -5.93%
July 31, 2003...........  $16.53    $17.50       -5.54%     $15.11    $15.91       -5.03%
April 30, 2003..........  $15.75    $16.77       -6.08%     $14.91    $16.37       -8.92%
January 31, 2003........  $15.42    $16.42       -6.09%     $14.63    $16.12       -9.24%
</Table>

                                        34
<PAGE>

                                 ACQUIRING FUND

<Table>
<Caption>
                           HIGH    NET ASSET    PREMIUM      LOW     NET ASSET    PREMIUM
QUARTERLY PERIOD ENDING   PRICE      VALUE     (DISCOUNT)   PRICE      VALUE     (DISCOUNT)
- -----------------------   -----    ---------   ----------   -----    ---------   ----------
<S>                       <C>      <C>         <C>          <C>      <C>         <C>
April 30, 2005..........  $15.80    $17.00       -7.06%     $14.57    $16.72      -12.86%
January 31, 2005........  $15.76    $17.18       -8.27%     $14.80    $16.97      -12.79%
October 31, 2004........  $15.87    $17.12       -7.30%     $15.35    $16.72       -8.19%
July 31, 2004...........  $15.40    $16.56       -7.00%     $14.22    $16.01      -11.18%
April 30, 2004..........  $18.52    $17.56        5.47%     $15.39    $16.71       -7.90%
January 31, 2004........  $17.95    $17.52        2.45%     $16.60    $17.48       -5.03%
October 31, 2003........  $16.69    $17.11       -2.45%     $16.35    $16.74       -2.33%
July 31, 2003...........  $17.75    $17.72        0.17%     $16.31    $16.72       -2.45%
April 30, 2003..........  $17.20    $17.77       -3.21%     $16.39    $17.23       -4.88%
January 31, 2003........  $16.13    $17.13       -5.84%     $17.30    $17.34       -0.23%
</Table>


  As of June 13, 2005, (i) the net asset value per share for common shares of
New York Quality Municipal Trust was $16.90 and the market price per share was
$14.75, representing a discount to net asset value of 12.72%, (ii) the net asset
value per share for common shares of New York Value Municipal Income Trust was
$16.74 and the market price per share was $14.74, representing a discount to net
asset value of 11.95%, and (iii) the net asset value per share for Acquiring
Fund Common Shares was $17.24 and the market price per share was $15.71,
representing a discount to net asset value of 8.87%.



  Common shares of each of the Funds have historically traded primarily at a
discount to net asset value. In order to reduce or eliminate a market value
discount from net asset value, the Board of Trustees of each Fund may, subject
to the terms and conditions of its preferred shares, authorize that Fund from
time to time to repurchase the common shares in the open market or to tender for
the common shares at net asset value. The Board of Trustees of each Fund, in
consultation with the Adviser, will review on a quarterly basis the possibility
of open market repurchases and/or tender offers for the common shares. Subject
to its borrowing restrictions, each Fund may incur debt to finance such
repurchases, which entails risks. The ability of a Fund to enter into tender
offers and the common share repurchases may be limited by the 1940 Act asset
coverage requirements and any additional asset coverage requirements which may
be imposed by a rating agency in connection with any rating of the preferred
shares. No assurance can be given that the Board of Trustees of any Fund will,
in fact, authorize that Fund to undertake such repurchases and/or tender offers
or that, if undertaken, such actions would result in the common shares trading
at a price which is equal or close to net asset value.


                                        35
<PAGE>


  DIVIDENDS AND DISTRIBUTIONS. The Funds' current policies with respect to
dividends and distributions relating to their common shares are similar. It is
each Fund's present policy, which may be changed by its Board of Trustees, to
make monthly distributions to holders of its common shares of substantially all
of a Fund's net investment income remaining after the payment of dividends on
any outstanding preferred shares. Net income of each Fund consists of all
interest income accrued on portfolio assets less all expenses of such Fund. Each
Fund, including the Acquiring Fund, is required to allocate net capital gains
and other taxable income, if any, received by the Fund among its common shares
and preferred shares on a pro rata basis in the year for which such capital
gains and other income is realized.


  Expenses of each Fund are accrued each day. Net realized capital gains, if
any, are expected to be distributed to shareholders at least once a year. While
there are any preferred shares of a Fund outstanding, such Fund may not declare
any cash dividend or other distribution on their common shares, unless at the
time of such declaration, (1) all accrued preferred share dividends have been
paid and (2) the value of such Fund's total assets (determined after deducting
the amount of such dividend or other distribution), less all liabilities and
indebtedness of such Fund, is at least 200% (as required by the 1940 Act) of the
liquidation value of the outstanding preferred shares (expected to equal the
aggregate original purchase price of the outstanding preferred shares plus any
accrued and unpaid dividends thereon, whether or not earned or declared an on a
cumulative basis). In addition to the requirements of the 1940 Act, each Fund
may be required to comply with other asset coverage requirements as a condition
of a Fund obtaining a rating of its preferred shares from a nationally
recognized rating service. These requirements may include an asset coverage test
more stringent than under the 1940 Act. This limitation on a Fund's ability to
make distributions on its common shares could in certain circumstances impair
the ability of a Fund to maintain its qualification for taxation as a regulated
investment company. Each Fund intends, however, to the extent possible, to
purchase or redeem preferred shares from time to time to maintain compliance
with such asset coverage requirements and may pay special dividends to the
holders of the preferred shares in certain circumstances in connection with any
such impairment of such Fund's status as a regulated investment company.

  For information concerning the manner in which dividends and distributions to
holders of a Fund's common shares may be reinvested automatically in such Fund's
common shares, see "-- Dividend Reinvestment Plan" below.

  DIVIDEND REINVESTMENT PLAN. Each Fund offers a Dividend Reinvestment Plan
(each a "Plan" and collectively the "Plans") pursuant to which holders of common
shares may elect to have all distributions of dividends and all capital gains
automatically reinvested in common shares pursuant to such Plan. Unless common
shareholders elect to participate in a Plan, all common shareholders receive

                                        36
<PAGE>

distributions of dividends and capital gains in cash. The Plans for the Target
Funds and the Acquiring Fund are similar. EquiServe Trust Company, N.A., as plan
agent (the "Plan Agent"), serves as agent for the holders of common shares of
each Fund in administering the Plans.

  After the Reorganizations, a holder of shares of a Fund who currently elects
to receive dividends in cash will continue to receive dividends in cash; all
holders who currently elect to participate in the Plan of a Fund will have their
dividends automatically reinvested in shares of the combined fund. All
correspondence concerning the Plan should be directed to the Plan Agent at P.O.
Box 43011, Providence, Rhode Island 02940-3011. Telephone calls concerning the
Plan may be directed to the Plan Agent between the hours of 7:30 a.m. and 5:00
p.m. Central Standard Time at (800) 341-2929.

ADDITIONAL INFORMATION ABOUT PREFERRED SHARES OF THE FUNDS

  GENERAL. The preferred shares of each Fund are labeled "auction preferred
shares" ("APS"). APS are preferred shares of beneficial interest which entitle
their holders to receive dividends when, as and if declared by the Board of
Trustees of a Fund, out of funds legally available therefore, at a rate per
annum that may vary for the successive dividend periods. The liquidation
preference of each Fund's APS is $25,000 per share. APS are not traded on a
stock exchange or over-the-counter. Holders of a Fund's preferred shares do not
have preemptive rights to purchase any shares of the same series or any other
preferred shares that might be issued. The net asset value per share of a Fund's
preferred shares equals its liquidation preference plus accumulated but unpaid
dividends per share.


  SERIES. Under the 1940 Act, each Fund is permitted to have outstanding more
than one series of preferred shares as long as no single series has priority
over another series as to the distribution of assets of the Fund or the payment
of dividends. Each Fund currently has only one series of preferred shares
outstanding. If the Reorganizations are approved and completed, the combined
fund will have three series of preferred shares. The existing Acquiring Fund APS
will comprise Series A, and the Acquiring Fund will issue Series B APS in
exchange for the preferred shares of New York Quality Municipal Trust and Series
C APS in exchange for the preferred shares of New York Value Municipal Income
Trust. The aggregate liquidation preference of each series will equal the
aggregate liquidation preference of the existing shares that the respective
series replaces. For each series, the number of days in the regular dividend
period, the number of shares and the liquidation preference per share will be
the same as the existing shares that the respective series replaces.


  PURCHASE AND SALE. Each Fund's APS are purchased and sold at separate auctions
conducted on a regular basis (every 7 days for New York Value Municipal Income
Trust's APS and every 28 days for the APS of New York Quality
                                        37
<PAGE>

Municipal Trust and the Acquiring Fund, unless a Fund elects, subject to certain
limitations, to declare a special dividend period) by Deutsche Bank, as the
auction agent for each Fund's APS (the "Auction Agent"). Unless otherwise
permitted by the Funds, existing and potential holders of APS only may
participate in auctions through their broker-dealers. Broker-dealers submit the
orders of their respective customers who are existing and potential holders of
APS to the Auction Agent. On or prior to each auction date for the APS (the
business day next preceding the first day of each dividend period), each holder
may submit orders to buy, sell or hold APS to its broker-dealer. Outside of
these auctions, shares of APS may be purchased or sold through broker-dealers
for the APS in a secondary trading market maintained by the broker-dealers.
However, there can be no assurance that a secondary market will develop or, if
it does develop, that it will provide holders with a liquid trading market.


  DIVIDENDS AND DISTRIBUTIONS. The holders of each Fund's preferred shares are
entitled to receive, when, as and if declared by the Board of Trustees of the
Fund, out of funds legally available therefor, cumulative cash dividends on
their shares. Dividends on each Fund's preferred shares so declared and payable
shall be paid in preference to and in priority over any dividends so declared
and payable on the Fund's common shares.


  Prior to each dividend payment date, the Funds are required to deposit with
the Auction Agent sufficient funds for the payment of such declared dividends.
The Funds do not intend to establish any reserves for the payment of dividends,
and no interest will be payable in respect of any dividend payment or payment on
a Fund's preferred shares which may be in arrears.


  Each Fund, including the Acquiring Fund, is required to allocate net capital
gains and other taxable income, if any, proportionately among its common shares
and preferred shares. The amount of taxable income allocated to the APS depends
upon the amount of such income realized by a Fund, but is generally not expected
to be significant.



  In normal circumstances, whenever a Fund intends to include any net capital
gains or other taxable income in any dividend on APS, the Fund will notify the
Auction Agent of the amount to be so included prior to the auction establishing
the applicable rate for such dividend. The Auction Agent will in turn notify
each broker-dealer who will notify existing and potential holders of the APS. As
a result, auction participants may, in response to such information, place bids
which take account of the inclusion of net capital gains or other taxable income
in the dividend. If a Fund retroactively allocates any net capital gains or
other taxable income to the APS without having given notice to the Auction
Agent, the Fund will pay an Additional Dividend to offset substantially the tax
effect thereof.


                                        38
<PAGE>

  DIVIDEND RATES. The following table provides information about the dividend
rates for each Fund's preferred shares as of a recent auction date:


<Table>
<Caption>
AUCTION DATE                            FUND                          RATE
- ------------                            ----                          ----
<S>              <C>                                                  <C>
June 13, 2005    New York Quality Municipal Trust...................  2.34%
June 8, 2005     New York Value Municipal Income Trust..............  2.28%
June 8, 2005     Acquiring Fund.....................................  2.41%
</Table>


  The dividend rates in effect at the closing of the Reorganizations will be the
rates determined in the or auction most recently preceding such closing.

  RATINGS. The Funds' preferred shares have all been assigned a rating of "AAA"
from S&P and "Aaa" from Moody's. Each Fund intends that, so long as its
preferred shares are outstanding, the composition of its portfolio will reflect
guidelines established by S&P and Moody's in connection with each Fund's receipt
of a rating for such shares of at least "AAA" from S&P and "Aaa" from Moody's.
S&P and Moody's, which are nationally recognized statistical rating
organizations, issue ratings for various securities reflecting the perceived
creditworthiness of such securities. The guidelines for rating such preferred
shares have been developed by S&P and Moody's in connection with issuances of
asset-backed and similar securities, including debt obligations and variable
rate preferred stock, generally on a case-by-case basis through discussions with
the issuers of these securities. The guidelines are designed to ensure that
assets underlying outstanding debt or preferred stock will be varied
sufficiently and will be of sufficient quality and amount to justify investment
grade ratings. The guidelines do not have the force of law but have been adopted
by each Fund in order to satisfy current requirements necessary for S&P and
Moody's to issue the above-described ratings for the preferred shares, which
ratings generally are relied upon by institutional investors in purchasing such
securities. The guidelines provide a set of tests for portfolio composition and
asset coverage that supplement (and in some cases are more restrictive than) the
applicable requirements under the 1940 Act.

  Each Fund may, but is not required to, adopt any modifications to these
guidelines that hereafter may be established by S&P or Moody's. Failure to adopt
any such modifications, however, may result in a change in the ratings described
above or a withdrawal of the ratings altogether. In addition, any rating agency
providing a rating for a Fund's preferred shares, at any time, may change or
withdraw any such rating. As set forth in the Certificate of Vote of Trustees
Establishing Preferred Shares of each Fund (each a "Certificate of Vote"), the
Board of Trustees of each Fund, without shareholder approval, may modify certain
definitions or restrictions that have been adopted by the Fund pursuant to the
rating agency guidelines, provided the Board of Trustees has obtained written
confirmation from S&P and Moody's that any such change would not impair the
ratings then assigned by S&P and Moody's to the preferred shares. For so long as
any of its preferred shares are rated by S&P or Moody's, as the case may be, a
Fund's use of

                                        39
<PAGE>

options and financial futures contracts and options thereon will be subject to
certain limitations mandated by the rating agencies.

  REDEMPTIONS. The redemption provisions pertaining to the preferred shares of
each Fund are similar. Preferred shares of each Fund are generally redeemable at
the option of the Fund at a price equal to their liquidation preference of
$25,000 per share plus accumulated but unpaid dividends (whether or not earned
or declared) to the date of redemption plus, in certain circumstances, a
redemption premium. Preferred shares of each Fund are also subject to mandatory
redemption at a price equal to their liquidation preference plus accumulated but
unpaid dividends (whether or not earned or declared) to the date of redemption
upon the occurrence of certain specified events, such as the failure of a Fund
to maintain asset coverage requirements for its preferred shares specified by
Moody's and S&P in connection with their issuance of ratings on the preferred
shares.

  LIQUIDATION RIGHTS. Upon any liquidation, dissolution or winding up of any of
the Funds, whether voluntary or involuntary, the holders of such Fund's
preferred shares will be entitled to receive, out of the assets of the Fund
available for distribution to shareholders, before any distribution or payment
is made upon any of the Fund's common shares or any other capital shares of the
Fund ranking junior in right of payment upon liquidation to preferred shares,
$25,000 per share together with the amount of any dividends accumulated but
unpaid (whether or not earned or declared) thereon to the date of distribution,
and after such payment the preferred shareholders will be entitled to no other
payments except for any Additional Dividends. If such assets of the Fund are
insufficient to make the full liquidation payment on the preferred shares and
liquidation payments on any other outstanding class or series of preferred
shares of the Fund ranking on a parity with the preferred shares as to payment
upon liquidation, then such assets will be distributed among the preferred
shareholders and the holders of shares of such other class or series ratably in
proportion to the respective preferential amounts to which they are entitled.
After payment of the full amount of liquidation distribution to which they are
entitled, the holders of a Fund's preferred shares will not be entitled to any
further participation in any distribution of assets by the Fund except for any
Additional Dividends. A consolidation, merger or share exchange of a Fund with
or into any other entity or entities or a sale, whether for cash, shares of
stock, securities or properties, of all or substantially all or any part of the
assets of the Fund shall not be deemed or construed to be a liquidation,
dissolution or winding up of the Fund for this purpose.

  ADDITIONAL INFORMATION. For additional information on Acquiring Fund APS,
Target Fund shareholders should consult the Reorganization Statement of
Additional Information, which contains a more complete summary of the terms of
the Acquiring Fund APS, and the Certificate of Vote governing the Acquiring Fund
APS, included as Appendix B to the Reorganization Statement of Additional

                                        40
<PAGE>

Information. APS issued in connection with the Reorganizations will be governed
by the Certificate of Vote of the Acquiring Fund, which, upon completion of the
Reorganizations, will be amended to reflect the creation of new series and the
issuance of additional APS. As a result of the Reorganizations, the last
dividend periods for the Target Funds' preferred shares prior to the Closing
Date and the initial dividend periods for the Acquiring Fund APS issued in
connection with the Reorganizations after the Closing Date may be shorter than
the regular dividend periods for such shares.

GOVERNING LAW

  Each Fund is organized as a business trust under the laws of The Commonwealth
of Massachusetts. New York Quality Municipal Trust was organized on July 19,
1991 and commenced investment operations on September 27, 1991; New York Value
Municipal Income Trust was organized on December 21, 1992 and commenced
investment operations on April 30, 1993; and the Acquiring Fund was organized on
January 21, 1992 and commenced investment operations on March 27, 1992.


  Under Massachusetts law, shareholders of a business trust may, under certain
circumstances, be held personally liable as partners for its obligations.
However, the Declaration of Trust of each Fund contains an express disclaimer of
shareholder liability in connection with Fund property or for acts, obligations
or affairs of the Fund and provides for indemnification and reimbursement of
expenses out of the Fund's property for any shareholder held personally liable
for the obligations of that Fund. Thus, the risk of a shareholder incurring
financial loss on account of shareholder liability is limited to circumstances
in which the Fund itself would be unable to meet its obligations. Given the
nature of each Fund's assets and operations, the possibility of a Fund being
unable to meet its obligations is remote and, in the opinion of counsel to the
Funds, the risk to the Funds' respective shareholders is remote.



  Each Fund is also subject to federal securities laws, including the 1940 Act
and the rules and regulations promulgated by the SEC thereunder, and applicable
state securities laws. Each Fund is registered as a non-diversified, closed-end
management investment company under the 1940 Act.


CERTAIN PROVISIONS OF THE DECLARATIONS OF TRUST

  Each Fund's Declaration of Trust includes provisions that could have the
effect of limiting the ability of other entities or persons to acquire control
of the Fund or to change the composition of its Board of Trustees, and could
have the effect of depriving common shareholders of an opportunity to sell their
common shares at a premium over prevailing market prices by discouraging a third
party from seeking to obtain control of the Fund. The Board of Trustees of each
Fund is divided into three
                                        41
<PAGE>

classes, with the term of one class expiring at the annual meeting of
shareholders. At each annual meeting, each class whose term is expiring will be
elected to a three-year term. This provision could delay for up to two years the
replacement of a majority of the Board of Trustees. A trustee may be removed
from office only for cause by a written instrument signed by at least two-thirds
of the remaining trustees or by a vote of the holders of at least two-thirds of
the class of shares of the Fund that elected such trustee and entitled to vote
on the matter.

  In addition, each Fund's Declaration of Trust requires the favorable vote of
the holders of at least 75% of the outstanding shares of each class of the Fund,
voting as a class, then entitled to vote to approve, adopt or authorize certain
transactions with 5%-or-greater holders of a class of shares and their
associates, unless the Board of Trustees shall by resolution have approved a
memorandum of understanding with such holders, in which case normal voting
requirements would be in effect. For purposes of these provisions, a
5%-or-greater holder of a class of shares (a "Principal Shareholder") refers to
any person who, whether directly or indirectly and whether alone or together
with its affiliates and associates, beneficially owns 5% or more of the
outstanding shares of any class of beneficial interest of the Fund. The
transactions subject to these special approval requirements are: (i) the merger
or consolidation of the Fund or any subsidiary of the Fund with or into any
Principal Shareholder; (ii) the issuance of any securities of the Fund to any
Principal Shareholder for cash (except pursuant to the Dividend Reinvestment
Plan); (iii) the sale, lease or exchange of all or any substantial part of the
assets of the Fund to any Principal Shareholder (except assets having an
aggregate fair market value of less than $1,000,000, aggregating for the purpose
of such computation all assets sold, leased or exchanged in any series of
similar transactions within a twelve-month period); or (iv) the sale, lease or
exchange to the Fund or any subsidiary thereof, in exchange for securities of
the Fund, of any assets of any Principal Shareholder (except assets having an
aggregate fair market value of less than $1,000,000, aggregating for purposes of
such computation all assets sold, leased or exchanged in any series of similar
transactions within a twelve-month period).

  The Board of Trustees of each Fund has determined that the 75% voting
requirements described above, which are greater than the minimum requirements
under Massachusetts law or the 1940 Act, are in the best interest of
shareholders of each respective Fund generally. Reference should be made to the
Declaration of Trust of each Fund on file with the SEC for the full text of
these provisions.

  The Declaration of Trust of each Fund further provides that no trustee,
officer, employee or agent of the Fund is liable to the Fund or to any
shareholder, nor is any trustee, officer, employee or agent liable to any third
persons in connection with the affairs of the Fund, except as such liability may
arise from his or her own bad faith, willful misfeasance, gross negligence, or
reckless disregard of their duties. It also provides that all third persons
shall look solely to the Fund property for satisfaction

                                        42
<PAGE>

of claims arising in connection with the affairs of the Fund. With the
exceptions stated, the Declaration of Trust provides that a trustee, officer,
employee or agent is entitled to be indemnified against all liability in
connection with the affairs of the Fund.

CONVERSION TO OPEN-END FUND

  Each Fund may be converted to an open-end investment company at any time by an
amendment to its Declaration of Trust. Each Fund's Declaration of Trust provides
that such an amendment would require the approval of (a) a majority of the
trustees, including the approval by a majority of the disinterested trustees of
the Fund, and (b) the lesser of (i) more than 50% of the Fund's outstanding
common and preferred shares, each voting as a class or (ii) 67% of the common
and preferred shares, each voting as a class, present at a meeting at which
holders of more than 50% of the outstanding shares of each such class are
present in person or by proxy. If approved in the foregoing manner, conversion
of the Fund could not occur until 90 days after the shareholders' meeting at
which such conversion was approved and would also require at least 30 days prior
notice to all shareholders. Conversion of a Fund to an open-end investment
company would require the redemption of all outstanding preferred shares, which
would eliminate the leveraged capital structure of the Fund. In the event of
conversion, the common shares would cease to be listed on the NYSE, CHX, NASDAQ
National Market System or other national securities exchange or national market
system. Shareholders of an open-end investment company may require the company
to redeem their shares at any time (except in certain circumstances as
authorized by or under the 1940 Act) at their net asset value, less such
redemption charge, if any, as might be in effect at the time of a redemption. If
a Fund were converted to an open-end fund, it is likely that new common shares
would be sold at net asset value plus a sales load. Following any such
conversion, it is also possible that certain of the Fund's investment policies
and strategies would have to be modified to assure sufficient portfolio
liquidity. In particular, the Fund would be required to maintain its portfolio
such that not more than 15% of its assets would be invested in illiquid
securities. Such requirement could cause the Fund to dispose of portfolio
securities or other assets at a time when it is not advantageous to do so, and
could adversely affect the ability of the Fund to meet its investment objective.

VOTING RIGHTS

  Voting rights are identical for the holders of each Fund's common shares.
Common shareholders of each Fund are entitled to one vote for each share held.
Except as set forth above under "Certain Provisions of the Declarations of
Trust" or "Conversion to Open-End Fund," or except as expressly required by
applicable law or expressly set forth in the designation of rights and
preferences with respect to a Fund's preferred shares, preferred shareholders
have no voting rights. When
                                        43
<PAGE>

preferred shareholders are entitled to vote, they are also entitled to cast one
vote per share held.


  Preferred shareholders of a Fund, voting as a class, are entitled to elect two
of the Fund's trustees. Under the 1940 Act, if at any time dividends on a Fund's
preferred shares are unpaid in an amount equal to two full years dividends
thereon, the holders of all outstanding preferred shares, voting as a class, are
entitled to elect a majority of the Fund's trustees until all dividends have
been paid or declared and set apart for payment. The affirmative vote of a
majority of the preferred shareholders of a Fund, voting as a class, is required
to amend, alter or repeal any of the preferences, rights or powers of preferred
shareholders so as to materially and adversely affect such preferences, rights
or powers, or increase or decrease the number of preferred shares authorized to
be issued.


                                        44
<PAGE>

FINANCIAL HIGHLIGHTS

  NEW YORK QUALITY MUNICIPAL TRUST. The following schedule presents financial
highlights for one common share of the Fund outstanding throughout the periods
indicated.
<Table>
<Caption>
                                                                                                 TWO MONTHS
                                                      YEAR ENDED OCTOBER 31,                        ENDED
                                     ---------------------------------------------------------   OCTOBER 31,
                                      2004      2003     2002(A)    2001      2000      1999        1998
                                      ----      ----     -------    ----      ----      ----     -----------
<S>                                  <C>       <C>       <C>       <C>       <C>       <C>       <C>
NET ASSET VALUE, BEGINNING OF THE
 PERIOD............................  $ 16.97   $ 17.46   $ 17.39   $ 16.25   $ 15.73   $ 17.42    $  17.39
                                     -------   -------   -------   -------   -------   -------    --------
 Net Investment Income.............      .97      1.01      1.07      1.13      1.16      1.18         .20
 Net Realized and Unrealized
  Gain/Loss........................      .48       .21       .24      1.07       .57     (1.65)        .03
 Common Share Equivalent of
 Distributions Paid to Preferred
 Shareholders:
  Net Investment Income............     (.09)     (.02)     (.09)     (.26)     (.32)     (.25)       (.05)
  Net Realized Gain................     (.01)     (.06)     (.04)      -0-       -0-      (.02)        -0-
                                     -------   -------   -------   -------   -------   -------    --------
Total from Investment Operations...     1.35      1.14      1.18      1.94      1.41      (.74)        .18
Distributions Paid to Common
 Shareholders:
  Net Investment Income............     (.92)     (.99)     (.97)     (.80)     (.89)     (.90)       (.15)
  Net Realized Gain................     (.32)     (.64)     (.14)      -0-       -0-      (.05)        -0-
                                     -------   -------   -------   -------   -------   -------    --------
NET ASSET VALUE, END OF THE
 PERIOD............................  $ 17.08   $ 16.97   $ 17.46   $ 17.39   $ 16.25   $ 15.73    $  17.42
                                     =======   =======   =======   =======   =======   =======    ========
Common Share Market Price at End of
 the Period........................  $ 15.43   $ 15.17   $ 15.45   $ 15.30   $ 13.75   $13.375    $ 16.875
Total Return(b)....................   10.33%     8.82%     8.37%    17.45%     9.64%   -15.88%       1.64%*
Net Assets Applicable to Common
 Shares at End of the Period (In
 millions).........................  $  96.6   $  96.0   $  98.7   $  98.4   $  91.9   $  89.0    $   98.5
Ratio of Expenses to Average Net
 Assets Applicable to Common
 Shares(c).........................    1.29%     1.31%     1.38%     1.61%     1.73%     1.66%       1.67%
Ratio of Net Investment Income to
 Average Net Assets Applicable to
 Common Shares(c)..................    5.76%     5.97%     6.31%     6.62%     7.37%     7.03%       6.78%
Portfolio Turnover.................      27%       22%       43%       17%       39%       45%          1%*
SUPPLEMENTAL RATIOS:
Ratio of Expenses to Average Net
 Assets Including Preferred
 Shares(c).........................     .88%      .90%      .94%     1.09%     1.15%     1.13%       1.15%
Ratio of Net Investment Income to
 Average Net Assets Applicable to
 Common Shares(d)..................    5.25%     5.84%     5.76%     5.11%     5.31%     5.53%       5.23%
SENIOR SECURITIES:
Total Preferred Shares
 Outstanding.......................    1,800     1,800     1,800     1,800     1,800     1,800         900
Asset Coverage Per Preferred
 Share(e)..........................  $78,677   $78,322   $79,871   $79,647   $76,055   $74,438    $159,452
Involuntary Liquidating Preference
 Per Preferred Share...............  $25,000   $25,000   $25,000   $25,000   $25,000   $25,000    $ 50,000
Average Market Value Per Preferred
 Share.............................  $25,000   $25,000   $25,000   $25,000   $25,000   $25,000    $ 50,000

<Caption>

                                               YEAR ENDED AUGUST 31,
                                     -----------------------------------------
                                       1998       1997       1996       1995
                                       ----       ----       ----       ----
<S>                                  <C>        <C>        <C>        <C>
NET ASSET VALUE, BEGINNING OF THE
 PERIOD............................  $  16.83   $  16.15   $  16.47   $  16.63
                                     --------   --------   --------   --------
 Net Investment Income.............      1.21       1.22       1.25       1.24
 Net Realized and Unrealized
  Gain/Loss........................       .56        .73       (.23)       .17
 Common Share Equivalent of
 Distributions Paid to Preferred
 Shareholders:
  Net Investment Income............      (.28)      (.28)      (.29)      (.26)
  Net Realized Gain................       -0-        -0-        -0-       (.04)
                                     --------   --------   --------   --------
Total from Investment Operations...      1.49       1.67        .73       1.11
Distributions Paid to Common
 Shareholders:
  Net Investment Income............      (.93)      (.99)     (1.05)     (1.05)
  Net Realized Gain................       -0-        -0-        -0-       (.22)
                                     --------   --------   --------   --------
NET ASSET VALUE, END OF THE
 PERIOD............................  $  17.39   $  16.83   $  16.15   $  16.47
                                     ========   ========   ========   ========
Common Share Market Price at End of
 the Period........................  $  16.75   $ 16.125   $  16.50   $  15.50
Total Return(b)....................     9.94%      3.94%     13.62%      9.73%
Net Assets Applicable to Common
 Shares at End of the Period (In
 millions).........................  $   98.3   $   95.2   $   91.2   $   92.9
Ratio of Expenses to Average Net
 Assets Applicable to Common
 Shares(c).........................     1.64%      1.68%      1.74%      1.76%
Ratio of Net Investment Income to
 Average Net Assets Applicable to
 Common Shares(c)..................     7.08%      7.44%      7.52%      7.74%
Portfolio Turnover.................       26%        17%        23%        50%
SUPPLEMENTAL RATIOS:
Ratio of Expenses to Average Net
 Assets Including Preferred
 Shares(c).........................     1.12%      1.13%      1.18%      1.17%
Ratio of Net Investment Income to
 Average Net Assets Applicable to
 Common Shares(d)..................     5.42%      5.73%      5.77%      6.08%
SENIOR SECURITIES:
Total Preferred Shares
 Outstanding.......................       900        900        900        900
Asset Coverage Per Preferred
 Share(e)..........................  $159,258   $155,768   $151,333   $153,270
Involuntary Liquidating Preference
 Per Preferred Share...............  $ 50,000   $ 50,000   $ 50,000   $ 50,000
Average Market Value Per Preferred
 Share.............................  $ 50,000   $ 50,000   $ 50,000   $ 50,000
</Table>

* Non-Annualized

(a) As required, effective November 1, 2001, the Fund has adopted the provisions
    of the AICPA Audit and Accounting Guide for Investment Companies and began
    accreting market discount on fixed income securities. The effect of this
    change for the period ended October 31, 2002 was to increase net investment
    income per share by $.01, decrease net realized and unrealized gains and
    losses per share by $.01 and increase the ratio of net investment income to
    average net asset applicable to common shares by .01%. Per share, ratios and
    supplemental data for the periods prior to October 31, 2002 have not been
    restated to reflect this change in presentation.

(b) Total return assumes an investment at the common share market price at the
    beginning of the period indicated, reinvestment of all distributions for the
    period in accordance with the Fund's dividend reinvestment plan, and sale of
    all shares at the closing common share market price at the end of the period
    indicated.

(c) Ratios do not reflect the effect of dividend payments to preferred
    shareholders.

(d) Ratios reflect the effect of dividend payments to preferred shareholders.

(e) Calculated by subtracting the Fund's total liabilities (not including the
    preferred shares) from the Fund's total assets and dividing this by the
    number of preferred shares outstanding.

                                        45
<PAGE>

 NEW YORK VALUE MUNICIPAL INCOME TRUST. The following schedule presents
financial highlights for one common share of the Fund outstanding throughout the
periods indicated.
<Table>
<Caption>
                                                             YEAR ENDED OCTOBER 31,
                                      2004      2003     2002(A)    2001       2000       1999       1998
                                      ----      ----     -------    ----       ----       ----       ----
<S>                                  <C>       <C>       <C>       <C>       <C>        <C>        <C>
NET ASSET VALUE, BEGINNING OF THE
 PERIOD............................  $ 16.50   $ 16.40   $ 16.12   $ 14.98   $  14.31   $  16.14   $  15.39
                                     -------   -------   -------   -------   --------   --------   --------
 Net Investment Income.............     1.04      1.07      1.10      1.09       1.12       1.09       1.09
 Net Realized and Unrealized
   Gain/Loss.......................      .39       .14       .24      1.17        .75      (1.85)       .74
 Common Share Equivalent of
 Distributions Paid to Preferred
 Shareholders:
   Net Investment Income...........     (.09)     (.09)     (.13)     (.27)      (.37)      (.28)      (.31)
                                     -------   -------   -------   -------   --------   --------   --------
Total from Investment Operations...     1.34      1.12      1.21      1.99       1.50      (1.04)      1.52
Distributions Paid to Common
 Shareholders:
   Net Investment Income...........     (.98)    (1.02)     (.93)     (.85)      (.83)      (.79)      (.77)
                                     -------   -------   -------   -------   --------   --------   --------
NET ASSET VALUE, END OF THE
 PERIOD............................  $ 16.86   $ 16.50   $ 16.40   $ 16.12   $  14.98   $  14.31   $  16.14
                                     =======   =======   =======   =======   ========   ========   ========
Common Share Market Price at End of
 the Period........................  $ 15.30   $ 15.21   $ 14.85   $ 14.86   $13.0625   $13.0625   $14.9375
Total Return(b)....................    7.24%     9.38%     6.25%    20.61%      6.44%     -7.68%     18.32%
Net Assets Applicable to Common
 Shares at End of the Period (In
 millions).........................  $  72.4   $  70.8   $  70.4   $  69.2   $   64.3   $   61.4   $   69.3
Ratio of Expenses to Average Net
 Assets Applicable to Common
 Shares(c).........................    1.47%     1.46%     1.53%     1.75%      1.85%      1.80%      1.79%
Ratio of Net Investment Income to
 Average Net Assets Applicable to
 Common Shares(c)..................    6.24%     6.48%     6.89%     6.92%      7.73%      7.01%      6.91%
Portfolio Turnover.................      18%       30%       33%        6%        29%         4%        11%
SUPPLEMENTAL RATIOS:
Ratio of Expenses to Average Net
 Assets Including Preferred
 Shares(c).........................     .94%      .94%      .96%     1.10%      1.13%      1.12%      1.13%
Ratio of Net Investment Income to
 Average Net Assets Applicable to
 Common Shares(d)..................    5.70%     5.93%     6.10%     5.20%      5.20%      5.19%      4.96%
SENIOR SECURITIES:
Total Preferred Shares
 Outstanding.......................    1,600     1,600     1,600     1,600      1,600      1,600        800
Asset Coverage Per Preferred
 Share(e)..........................  $70,235   $69,261   $68,985   $68,224   $ 65,189   $ 63,381   $136,581
Involuntary Liquidating Preference
 Per Preferred Share...............  $25,000   $25,000   $25,000   $25,000   $ 25,000   $ 25,000   $ 50,000
Average Market Value Per Preferred
 Share.............................  $25,000   $25,000   $25,000   $25,000   $ 25,000   $ 25,000   $ 50,000

<Caption>
                                         YEAR ENDED OCTOBER 31,
                                       1997       1996       1995
                                       ----       ----       ----
<S>                                  <C>        <C>        <C>
NET ASSET VALUE, BEGINNING OF THE
 PERIOD............................  $  14.45   $  14.17   $  12.23
                                     --------   --------   --------
 Net Investment Income.............      1.10       1.09       1.07
 Net Realized and Unrealized
   Gain/Loss.......................       .87        .17       1.95
 Common Share Equivalent of
 Distributions Paid to Preferred
 Shareholders:
   Net Investment Income...........      (.31)      (.32)      (.36)
                                     --------   --------   --------
Total from Investment Operations...      1.66        .94       2.66
Distributions Paid to Common
 Shareholders:
   Net Investment Income...........      (.72)      (.66)      (.72)
                                     --------   --------   --------
NET ASSET VALUE, END OF THE
 PERIOD............................  $  15.39   $  14.45   $  14.17
                                     ========   ========   ========
Common Share Market Price at End of
 the Period........................  $13.3125   $ 11.625   $ 11.375
Total Return(b)....................    21.19%      8.09%     18.15%
Net Assets Applicable to Common
 Shares at End of the Period (In
 millions).........................  $   66.0   $   62.0   $   60.8
Ratio of Expenses to Average Net
 Assets Applicable to Common
 Shares(c).........................     1.87%      1.95%      2.06%
Ratio of Net Investment Income to
 Average Net Assets Applicable to
 Common Shares(c)..................     7.42%      7.69%      8.11%
Portfolio Turnover.................       25%        51%        77%
SUPPLEMENTAL RATIOS:
Ratio of Expenses to Average Net
 Assets Including Preferred
 Shares(c).........................     1.15%      1.18%      1.20%
Ratio of Net Investment Income to
 Average Net Assets Applicable to
 Common Shares(d)..................     5.32%      5.41%      5.38%
SENIOR SECURITIES:
Total Preferred Shares
 Outstanding.......................       800        800        800
Asset Coverage Per Preferred
 Share(e)..........................  $132,546   $127,515   $126,006
Involuntary Liquidating Preference
 Per Preferred Share...............  $ 50,000   $ 50,000   $ 50,000
Average Market Value Per Preferred
 Share.............................  $ 50,000   $ 50,000   $ 50,000
</Table>

(a) As required, effective November 1, 2001 the Fund has adopted the provisions
    of the AICPA Audit and Accounting Guide for Investment Companies and began
    accreting market discount on fixed income securities. The effect of this
    change for the year ended October 31, 2002 was to increase net investment
    income per share by $.01, decrease net realized and unrealized gains and
    losses per share by $.01 and increase the ratio of net investment income to
    average net assets applicable to common shares by .04%. Per share, ratios
    and supplemental data for periods prior to October 31, 2002 have not been
    restated to reflect this change in presentation.

(b) Total return assumes an investment at the common share market price at the
    beginning of the period indicated, reinvestment of all distributions for the
    period in accordance with the Fund's dividend reinvestment plan, and sale of
    all shares at the closing common share market price at the end of the period
    indicated.

(c) Ratios do not reflect the effect of dividend payments to preferred
    shareholders.

(d) Ratios reflect the effect of dividend payments to preferred shareholders.

(e) Calculated by subtracting the Fund's total liabilities (not including the
    preferred shares) from the Fund's total assets and dividing this by the
    number of preferred shares outstanding.

                                        46
<PAGE>

 ACQUIRING FUND. The following schedule presents financial highlights for one
common share of the Fund outstanding throughout the periods indicated.

<Table>
<Caption>
                                                                   YEAR ENDED OCTOBER 31,
                             2004      2003     2002(A)    2001      2000      1999       1998       1997       1996       1995
                             ----      ----     -------    ----      ----      ----       ----       ----       ----       ----
<S>                         <C>       <C>       <C>       <C>       <C>       <C>       <C>        <C>        <C>        <C>
NET ASSET VALUE, BEGINNING
 OF THE PERIOD............  $ 17.37   $ 17.59   $ 17.50   $ 16.64   $ 16.32   $ 17.83   $  17.33   $  16.63   $  16.49   $  14.80
                            -------   -------   -------   -------   -------   -------   --------   --------   --------   --------
 Net Investment Income....     1.12      1.17      1.22      1.25      1.30      1.30       1.29       1.28       1.30       1.30
 Net Realized and
   Unrealized Gain/Loss...      .31       .20       .20      1.19       .43     (1.53)       .52        .70        .10       1.79
 Common Share Equivalent
   of Distributions Paid
   to Preferred
   Shareholders:
   Net Investment
    Income................     (.09)     (.06)     (.12)     (.25)     (.39)     (.31)      (.33)      (.34)      (.36)      (.39)
   Net Realized Gain......     (.02)     (.04)     (.03)     (.10)      -0-       -0-       (.01)      (.01)       -0-        -0-
                            -------   -------   -------   -------   -------   -------   --------   --------   --------   --------
Total from Investment
 Operations...............     1.32      1.27      1.27      2.09      1.34      (.54)      1.47       1.63       1.04       2.70
Distributions Paid to
 Common Shareholders:
   Net Investment
    Income................    (1.06)    (1.13)    (1.06)     (.98)    (1.02)     (.96)      (.94)      (.90)      (.90)     (1.00)
   Net Realized Gain......     (.40)     (.36)     (.12)     (.25)      -0-      (.01)      (.03)      (.03)       -0-       (.01)
                            -------   -------   -------   -------   -------   -------   --------   --------   --------   --------
NET ASSET VALUE, END OF
 THE PERIOD...............  $ 17.23   $ 17.37   $ 17.59   $ 17.50   $ 16.64   $ 16.32   $  17.83   $  17.33   $  16.63   $  16.49
                            =======   =======   =======   =======   =======   =======   ========   ========   ========   ========
Common Share Market Price
 at End of the Period.....  $ 15.70   $ 16.60   $ 16.31   $ 16.22   $15.375   $ 15.25   $17.6875   $15.5625   $ 14.625   $ 14.375
Total Return (b)..........    3.24%    11.07%     7.98%    13.68%     7.80%    -8.73%     20.29%     13.08%      8.09%     17.49%
Net Assets Applicable to
 Common Shares at End of
 the Period (In
 millions)................  $ 107.0   $ 107.8   $ 109.1   $ 108.5   $ 103.3   $ 101.3   $  110.5   $  107.5   $  103.2   $  102.2
Ratio of Expenses to
 Average Net Assets
 Applicable to Common
 Shares (c)...............    1.37%     1.38%     1.45%     1.67%     1.69%     1.68%      1.66%      1.70%      1.73%      1.78%
Ratio of Net Investment
 Income to Average Net
 Assets Applicable to
 Common Shares (c)........    6.56%     6.73%     7.06%     7.22%     8.00%     7.51%      7.35%      7.63%      7.92%      8.36%
Portfolio Turnover........      10%       22%       28%       15%       34%        4%         1%         8%        20%        54%
SUPPLEMENTAL RATIOS:
Ratio of Expenses to
 Average Net Assets
 Including Preferred
 Shares (c)...............     .87%      .89%      .93%     1.07%     1.06%     1.07%      1.07%      1.08%      1.09%      1.10%
Ratio of Net Investment
 Income to Average Net
 Assets Applicable to
 Common Shares (d)........    6.04%     6.36%     6.35%     5.79%     5.62%     5.72%      5.45%      5.63%      5.78%      5.89%
SENIOR SECURITIES:
Total Preferred Shares
 Outstanding..............    2,400     2,400     2,400     2,400     2,400     2,400      1,200      1,200      1,200      1,200
Asset Coverage Per
 Preferred Share (e)......  $69,600   $69,907   $70,457   $70,227   $68,025   $67,197   $142,118   $139,565   $135,961   $135,197
Involuntary Liquidating
 Preference Per Preferred
 Share....................  $25,000   $25,000   $25,000   $25,000   $25,000   $25,000   $ 50,000   $ 50,000   $ 50,000   $ 50,000
Average Market Value Per
 Preferred Share..........  $25,000   $25,000   $25,000   $25,000   $25,000   $25,000   $ 50,000   $ 50,000   $ 50,000   $ 50,000
</Table>

(a) As required, effective November 1, 2001, the Fund has adopted the provisions
    of the AICPA Audit and Accounting Guide for Investment Companies and began
    accreting market discount on fixed income securities. The effect of this
    change for the period ended October 31, 2002 was to increase net investment
    income per share by $.01, decrease net realized and unrealized gains and
    losses per share by $.01 and increase the ratio of net investment income to
    average net assets applicable to common shares by .05%. Per share, ratios
    and supplemental data for periods prior to October 31, 2002 have not been
    restated to reflect this change in presentation.

(b) Total return assumes an investment at the common share market price at the
    beginning of the period indicated, reinvestment of all distributions for the
    period in accordance with the Fund's dividend reinvestment plan, and sale of
    all shares at the closing common share market price at the end of the period
    indicated.

(c) Ratios do not reflect the effect of dividend payments to preferred
    shareholders.

(d) Ratios reflect the effect of dividend payments to preferred shareholders.

(e) Calculated by subtracting the Fund's total liabilities (not including the
    preferred shares) from the Fund's total assets and dividing this by the
    number of preferred shares outstanding.

                                        47
<PAGE>

                     INFORMATION ABOUT THE REORGANIZATIONS

GENERAL

  Under the Reorganization Agreements (a form of which is attached as Appendix A
to the Reorganization Statement of Additional Information), the Acquiring Fund
will acquire substantially all of the assets, and will assume substantially all
of the liabilities, of the Target Funds, in exchange for Acquiring Fund Common
Shares and Acquiring Fund APS to be issued by the Acquiring Fund. The Acquiring
Fund Common Shares issued to the Target Funds will have an aggregate net asset
value equal to the aggregate net asset value of the Target Funds' common shares,
less the costs of the Reorganizations (though cash may be paid in lieu of any
fractional shares). The Acquiring Fund APS issued to the Target Funds will have
an aggregate liquidation preference equal to the aggregate liquidation
preference of the Target Funds' preferred shares. Upon receipt by the Target
Funds of such shares, the Target Funds will (i) distribute the Acquiring Fund
Common Shares to the Target Funds' common shareholders and (ii) distribute the
Acquiring Fund APS to the Target Funds' preferred shareholders. As soon as
practicable after the Closing Date for the Reorganizations, the Target Funds
will deregister as investment companies under the 1940 Act and dissolve under
applicable state law.

  The Target Funds will distribute the Acquiring Fund Common Shares and the
Acquiring Fund APS received by them pro rata to the holders of record of their
common shares and preferred shares, as applicable, in exchange for such
shareholders' shares in the Target Funds. Such distribution will be accomplished
by opening new accounts on the books of the Acquiring Fund in the names of the
common and preferred shareholders of the Target Funds and transferring to those
shareholder accounts the Acquiring Fund Common Shares and the Acquiring Fund APS
previously credited on those books to the accounts of the Target Funds. Each
newly-opened account on the books of the Acquiring Fund for the former common
shareholders of the Target Funds will represent the respective pro rata number
of Acquiring Fund Common Shares (rounded down, in the case of fractional shares
held other than in a Dividend Reinvestment Plan account, to the next largest
number of whole shares) due such shareholder. No fractional Acquiring Fund
Common Shares will be issued (except for shares held in a Plan account). In the
event of fractional shares in an account other than a Plan account, the
Acquiring Fund's transfer agent will aggregate all such fractional Acquiring
Fund Common Shares and sell the resulting whole shares on the NYSE for the
account of all holders of such fractional interests, and each such holder will
be entitled to the pro rata share of the proceeds from such sale upon surrender
of the Target Fund common share certificates. Similarly, each newly-opened
account on the books of the Acquiring Fund for the former preferred shareholders
of Target Fund would represent the respective pro rata number of Acquiring Fund
APS due such shareholder. See "Terms of the Reorganization
Agreements -- Surrender and
                                        48
<PAGE>

Exchange of Share Certificates" below for a description of the procedures to be
followed by the Target Funds' shareholders to obtain their Acquiring Fund Common
Shares or Acquiring Fund APS (and cash in lieu of fractional shares, if any).


  As a result of the Reorganizations, each common shareholder of a Target Fund
will own Acquiring Fund Common Shares that (except for cash payments received in
lieu of fractional shares) will have an aggregate net asset value immediately
after the Closing Date equal to the aggregate net asset value of that
shareholder's Target Fund common shares immediately prior to the Closing Date.
Since the Acquiring Fund Common Shares will be issued at net asset value in
exchange for the net assets of each Target Fund having a value equal to the
aggregate net asset value of those Acquiring Fund Common Shares, the net asset
value per share of Acquiring Fund Common Shares should remain virtually
unchanged by the Reorganizations except for its share of the costs of the
Reorganizations. Similarly, the aggregate liquidation preference of the
Acquiring Fund APS to be issued to each Target Fund will equal the aggregate
liquidation preference of each Target Fund's preferred shares. Each preferred
shareholder of a Target Fund will receive Acquiring Fund APS that will have an
aggregate liquidation preference immediately after the Closing Date equal to the
aggregate liquidation preference of that shareholder's Target Fund preferred
shares immediately prior to the Closing Date. The liquidation preference per
share of the Acquiring Fund APS will remain unchanged by the Reorganizations.
Thus, the Reorganization will result in no dilution of net asset value of the
Acquiring Fund Common Shares or the Target Funds' common shares, other than to
reflect the costs of the Reorganization, and will result in no dilution of the
value per share for preferred shareholders of the Acquiring Fund or the Target
Fund. However, as a result of the Reorganizations, a shareholder of any of the
Funds will hold a reduced percentage of ownership in the larger combined entity
than he or she did in any of the separate Funds. No sales charge or fee of any
kind will be charged to shareholders of the Target Funds in connection with
their receipt of Acquiring Fund Common Shares or Acquiring Fund APS in the
Reorganizations.


TERMS OF THE REORGANIZATION AGREEMENTS

  The following is a summary of the significant terms of a Reorganization
Agreement. The terms of each Reorganization Agreement are similar. This summary
is qualified in its entirety by reference to the form of Reorganization
Agreement, attached as Appendix A to the Reorganization Statement of Additional
Information.

  VALUATION OF ASSETS AND LIABILITIES. The assets of each Fund will be valued
after the close of business on the NYSE (generally, 4:00 p.m., Eastern time) on
the Closing Date. For the purpose of determining the net asset value of a common
share of each Fund, the value of the securities held by the Fund plus any cash
or other

                                        49
<PAGE>

assets (including interest accrued but not yet received) minus all liabilities
(including accrued expenses) and the aggregate liquidation value of the
outstanding preferred shares of the Fund is divided by the total number of
common shares of the Fund outstanding at such time. Daily expenses, including
the fees payable to the Adviser, will accrue on the Closing Date.

  AMENDMENTS AND CONDITIONS. The Reorganization Agreement may be amended at any
time prior to the Closing Date with respect to any of the terms therein. The
obligations of each Fund pursuant to the Reorganization Agreement are subject to
various conditions, including a registration statement on Form N-14 being
declared effective by the SEC, approval by the shareholders of the Target Fund,
approval of the issuance of additional Acquiring Fund Common Shares by the
common shareholders of the Acquiring Fund, receipt of an opinion of counsel as
to tax matters, receipt of an opinion of counsel as to corporate and securities
matters and the continuing accuracy of various representations and warranties of
the Funds being confirmed by the respective parties.

  POSTPONEMENT; TERMINATION. Under the Reorganization Agreement, the Board of
Trustees of either Fund may cause the Reorganization to be postponed or
abandoned in certain circumstances should such Board determine that it is in the
best interests of the shareholders of its respective Fund to do so.

  The Reorganization Agreement may be terminated, and the Reorganization
abandoned at any time (whether before or after adoption thereof by the
shareholders of either of the Funds) prior to the Closing Date, or the Closing
Date may be postponed: (i) by mutual consent of the Boards of Trustees of the
Funds and (ii) by the Board of Trustees of either Fund if any condition to that
Fund's obligations set forth in the Reorganization Agreement has not been
fulfilled or waived by such Board.

  SURRENDER AND EXCHANGE OF SHARE CERTIFICATES. After the Closing Date, each
holder of an outstanding certificate or certificates formerly representing
Target Fund common shares will be entitled to receive, upon surrender of his or
her certificate or certificates, a certificate or certificates representing the
number of Acquiring Fund Common Shares distributable with respect to such
holder's Target Fund common shares, together with cash in lieu of any fractional
Acquiring Fund Common Shares held other than in a Dividend Reinvestment Plan
account. Promptly after the Closing Date, the transfer agent for the Acquiring
Fund Common Shares will mail to each holder of certificates formerly
representing Target Fund common shares a letter of transmittal for use in
surrendering his or her certificates for certificates representing Acquiring
Fund Common Shares and cash in lieu of any fractional shares held other than in
a Plan account.

  Please do not send in any share certificates at this time. Upon consummation
of the Reorganization, holders of Target Fund common shares will be furnished
with

                                        50
<PAGE>

instructions for exchanging their share certificates for Acquiring Fund share
certificates and, if applicable, cash in lieu of fractional shares.

  From and after the Closing Date, certificates formerly representing Target
Fund common shares will be deemed for all purposes to evidence ownership of the
number of full Acquiring Fund Common Shares distributable with respect to the
Target Fund common shares held before the Reorganization as described above and
as shown in the table above, provided that, until such share certificates have
been so surrendered, no dividends payable to the holders of record of Target
Fund common shares as of any date subsequent to the Closing Date will be
reinvested pursuant to the Acquiring Fund's Dividend Reinvestment Plan, but will
instead be paid in cash. Once such Target Fund share certificates have been
surrendered, participants in the Target Fund's Dividend Reinvestment Plan will
automatically be enrolled in the Dividend Reinvestment Plan of the Acquiring
Fund.

  From and after the Closing Date, there will be no transfers on the share
transfer books of the Target Fund. If, after the Closing Date, certificates
representing Target Fund Common Shares are presented to the Acquiring Fund, they
will be cancelled and exchanged for certificates representing Acquiring Fund
Common Shares, as applicable, and cash in lieu of fractional shares, if any,
distributable with respect to such Target Fund Common Shares in the
Reorganization.

  Preferred shares are held in "street name" by the Depository Trust Company and
all transfers will be accomplished by book entry.


  EXPENSES OF THE REORGANIZATION. In the event the Reorganization is approved
and completed, the expenses of the Reorganization will be shared by the Target
Fund and the Acquiring Fund in proportion to their respective projected annual
expense savings as a result of the Reorganization. The expenses of the
Reorganization will not be borne by the preferred shareholders of either Fund.
In the event the Reorganization is not completed, the Adviser will bear the
costs associated with the Reorganization. Neither the Funds nor the Adviser will
pay any expenses of shareholders arising out of or in connection with the
Reorganization.


MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES OF THE REORGANIZATIONS

  The following is a general summary of the material anticipated U.S. federal
income tax consequences of the Reorganizations. The discussion is based upon the
Internal Revenue Code, Treasury regulations, court decisions, published
positions of the Internal Revenue Service ("IRS") and other applicable
authorities, all as in effect on the date hereof and all of which are subject to
change or differing interpretations (possibly with retroactive effect). The
discussion is limited to U.S. persons who hold shares of a Target Fund as
capital assets for U.S. federal income tax purposes (generally, assets held for
investment). This summary does not address all of the U.S. federal income tax
consequences that may be relevant to a particular shareholder or to shareholders
who may be subject to special treatment
                                        51
<PAGE>

under U.S. federal income tax laws. No ruling has been or will be obtained from
the IRS regarding any matter relating to the Reorganizations. No assurance can
be given that the IRS would not assert, or that a court would not sustain, a
position contrary to any of the tax aspects described below. Prospective
investors must consult their own tax advisers as to the U.S. federal income tax
consequences of the Reorganizations, as well as the effects of state, local and
non-U.S. tax laws.

  It is a condition to closing each Reorganization that the respective Target
Fund and the Acquiring Fund receive an opinion from Skadden, Arps, Slate,
Meagher & Flom LLP ("Skadden Arps"), dated as of the Closing Date, regarding the
characterization of such Reorganization as a "reorganization" within the meaning
of Section 368(a) of the Internal Revenue Code. As such a reorganization, the
U.S. federal income tax consequences of each Reorganization can be summarized as
follows:

  - No gain or loss will be recognized by a Target Fund or the Acquiring Fund
    upon the transfer to the Acquiring Fund of substantially all of the assets
    of the Target Fund in exchange for Acquiring Fund Common Shares and
    Acquiring Fund APS and the assumption by the Acquiring Fund of substantially
    all of the liabilities of the Target Fund and the subsequent liquidation of
    the Target Fund.


  - No gain or loss will be recognized by a shareholder of a Target Fund who
    exchanges, as the case may be, all of his, her or its Target Fund common
    shares for Acquiring Fund Common Shares pursuant to a Reorganization (except
    with respect to cash received in lieu of a fractional share, as discussed
    below) or all of his, her or its Target Fund preferred shares solely for
    Acquiring Fund APS pursuant to a Reorganization.


  - The aggregate tax basis of the Acquiring Fund Common Shares or Acquiring
    Fund APS, as the case may be, received by a shareholder of a Target Fund
    pursuant to a Reorganization will be the same as the aggregate tax basis of
    the shares of the Target Fund surrendered in exchange therefor (reduced by
    any amount of tax basis allocable to a fractional share for which cash is
    received).

  - The holding period of the Acquiring Fund Common Shares or Acquiring Fund
    APS, as the case may be, received by a shareholder of a Target Fund pursuant
    to a Reorganization will include the holding period of the shares of the
    Target Fund surrendered in exchange therefor.


  - A shareholder of a Target Fund that receives cash in lieu of a fractional
    Acquiring Fund Common Share pursuant to the Reorganization will recognize
    capital gain or loss with respect to the fractional share in an amount equal
    to the difference between the amount of cash received for the fractional
    share and the portion of such shareholder's tax basis in its Target Fund
    common shares that is allocable to the fractional share. The capital gain or
    loss will be long-


                                        52
<PAGE>


    term if the holding period for such Target Fund common shares is more than
    one year as of the date of the exchange.


  - The Acquiring Fund's tax basis in a Target Fund's assets received by the
    Acquiring Fund pursuant to a Reorganization will, in each instance, equal
    the tax basis of such assets in the hands of such Target Fund immediately
    prior to such Reorganization, and the Acquiring Fund's holding period of
    such assets will, in each instance, include the period during which the
    assets were held by such Target Fund.

  The Acquiring Fund intends to continue to be taxed under the rules applicable
to regulated investment companies as defined in Section 851 of the Internal
Revenue Code, which are the same rules currently applicable to each of the
Target Funds and their shareholders.


  The opinion of Skadden Arps will be based on U.S. federal income tax law in
effect on the Closing Date. In rendering its opinion, Skadden Arps will also
rely upon certain representations of the management of the Acquiring Fund and
the Target Funds and assume, among other things, that the Reorganizations will
be consummated in accordance with the Reorganization Agreements and as described
herein. An opinion of counsel is not binding on the IRS or any court.


SHAREHOLDER APPROVAL


  Under the Declaration of Trust of each Target Fund (as amended to date and
including the Certificate of Vote of each Target Fund), relevant Massachusetts
law and the rules of the NYSE and CHX, shareholder approval of each
Reorganization Agreement requires the affirmative vote of shareholders of the
respective Target Fund representing more than 50% of the outstanding common
shares and preferred shares of such Target Fund entitled to vote, each voting
separately as a class.


                                        53
<PAGE>

- ------------------------------------------------------------------------------
              PROPOSAL 2: ISSUANCE OF ACQUIRING FUND COMMON SHARES
- ------------------------------------------------------------------------------

  Pursuant to the Reorganization Agreements, which are described more fully
under "Proposal 1: Reorganizations of the Target Funds" herein, the Acquiring
Fund will acquire substantially all of the assets and assume substantially all
of the liabilities of each Target Fund in exchange for Acquiring Fund Common
Shares and Acquiring Fund APS. Each Target Fund will distribute Acquiring Fund
Common Shares to its common shareholders and Acquiring Fund APS to its preferred
shareholders, and will then terminate its registration under the 1940 Act and
dissolve under applicable state law. The Acquiring Fund Board, based upon its
evaluation of all relevant information, anticipates that each Reorganization
will benefit holders of Acquiring Fund Common Shares.

  The aggregate net asset value of Acquiring Fund Common Shares issued in each
Reorganization will equal the aggregate net asset value of the Target Fund's
common shares held immediately prior to the Reorganization, less the costs of
the Reorganization (though shareholders may receive cash for their fractional
shares). The aggregate liquidation preference of Acquiring Fund APS issued in
the Reorganization will equal the aggregate liquidation preference of the Target
Fund's preferred shares held immediately prior to the Reorganization. The
Reorganization will result in no reduction of the net asset value of the
Acquiring Fund Common Shares, other than to reflect the costs of each
Reorganization. No gain or loss will be recognized by the Acquiring Fund or its
shareholders in connection with each Reorganization. The Acquiring Fund will
continue to operate as a registered closed-end investment company with the
investment objective and policies described in this Joint Proxy
Statement/Prospectus.

  In connection with Reorganizations and as contemplated by the Reorganization
Agreements, the Acquiring Fund will issue additional Acquiring Fund Common
Shares and list such shares on the NYSE and the CHX. While applicable state and
federal law does not require the shareholders of the Acquiring Fund to approve
the Reorganizations, applicable NYSE rules require the common shareholders of
the Acquiring Fund to approve the issuance of additional Acquiring Fund Common
Shares to be issued in connection with the Reorganizations.

SHAREHOLDER APPROVAL

  Shareholder approval of the issuance of additional Acquiring Fund Common
Shares requires the affirmative vote of a majority of votes cast, provided that
total votes cast on the proposal represents over 50% of all securities entitled
to vote on the matter. For more information regarding voting requirements, see
the section entitled "Other Information -- Voting Information and Requirements"
below.

                                        54
<PAGE>

- ------------------------------------------------------------------------------
                               OTHER INFORMATION
- ------------------------------------------------------------------------------

VOTING INFORMATION AND REQUIREMENTS

  GENERAL. A list of shareholders of each Fund entitled to be present and vote
at the Special Meeting will be available at the offices of the Funds, 1 Parkview
Plaza, Oakbrook Terrace, Illinois 60181-5555, for inspection by any shareholder
during regular business hours for ten days prior to the date of the Special
Meeting.


  RECORD DATE. The Funds' Boards have fixed the close of business on June 13,
2005 as the record date (the "Record Date") for the determination of
shareholders entitled to notice of, and to vote at, the Special Meeting or any
adjournment thereof. Shareholders on the Record Date will be entitled to one
vote for each share held, with no shares having cumulative voting rights. At the
Record Date, New York Quality Municipal Trust had outstanding 5,655,638 common
shares and 1,800 preferred shares, New York Value Municipal Income Trust had
outstanding 4,291,172 common shares and 1,600 preferred shares and the Acquiring
Fund had outstanding 6,211,330 common shares and 2,400 preferred shares.



  PROXIES. Shareholders may vote by appearing in person at the Special Meeting,
by returning the enclosed proxy card or by casting their vote via telephone or
the internet using the instructions provided on the enclosed proxy card and more
fully described below. Shareholders of each Fund have the opportunity to submit
their voting instructions via the internet by utilizing a program provided by a
third-party vendor hired by the Funds, or by "touch-tone" telephone voting. The
giving of such a proxy will not affect your right to vote in person should you
decide to attend the Special Meeting. To use the internet, please access the
internet address found on your proxy card. To record your voting instructions by
automated telephone, please call the toll-free number listed on your proxy card.
The internet and automated telephone voting instructions are designed to
authenticate shareholder identities, to allow shareholders to give their voting
instructions, and to confirm that shareholders' instructions have been recorded
properly. Shareholders submitting their voting instructions via the internet
should understand that there may be costs associated with internet access, such
as usage charges from internet access providers and telephone companies, that
must be borne by the shareholders. Any person giving a proxy may revoke it at
any time prior to its exercise by giving written notice of the revocation to the
Secretary of the Funds at the address indicated above, by delivering a duly
executed proxy bearing a later date, by recording later-dated voting
instructions via the internet or automated telephone or by attending the Special
Meeting and voting in person. The giving of a proxy will not affect your right
to vote in person if you attend the Special Meeting and wish to do so.


  All properly executed proxies received prior to the Special Meeting will be
voted in accordance with the instructions marked thereon or otherwise as
provided therein. Unless instructions to the contrary are marked, proxies will
be voted

                                        55
<PAGE>

"FOR" the approval of each proposal. Abstentions and broker non-votes (i.e.,
where a nominee such as a broker holding shares for beneficial owners votes on
certain matters pursuant to discretionary authority or instructions from
beneficial owners, but with respect to one or more proposals does not receive
instructions from beneficial owners or does not exercise discretionary
authority) are not treated as votes "FOR" a proposal.


  With respect to Proposal 1, abstentions and broker non-votes have the same
effect as votes "AGAINST" the proposals since their approvals are based on the
affirmative vote of a majority of each Target Fund's outstanding common shares
and preferred shares, each voting as a separate class. With respect to Proposal
2, abstentions will not be treated as votes "FOR" the proposal but will be
counted as votes cast on the proposal and will therefore have the same effect as
votes "AGAINST" the proposal. Broker non-votes will not be treated as votes
"FOR" the proposal and will not be counted as votes cast on the proposal and
will therefore have the effect of reducing the aggregate number of shares voting
on the proposal and reducing the number of votes "FOR" required to approve the
proposal.



  With respect to each proposal, a majority of the outstanding shares of each
class entitled to vote on the proposal must be present in person or by proxy to
have a quorum to conduct business at the Special Meeting. Abstentions and broker
non-votes will be deemed present for quorum purposes.


  CERTAIN VOTING INFORMATION REGARDING PREFERRED SHARES OF THE TARGET FUNDS.
Pursuant to the rules of the NYSE, preferred shares of each Target Fund held in
"street name" may be voted under certain conditions by broker-dealer firms and
counted for purposes of establishing a quorum of that Fund if no instructions
are received one business day before the Special Meeting or, if adjourned, one
business day before the day to which the Special Meeting is adjourned. These
conditions include, among others, that (i) at least 30% of a Target Fund's
preferred shares outstanding have voted on such Fund's Reorganization and (ii)
less than 10% of a Target Fund's preferred shares outstanding have voted against
such Fund's Reorganization. In such instance, the broker-dealer firm will vote
such uninstructed Target Fund's preferred shares on such Reorganization in the
same proportion as the votes cast by all Target Fund preferred shareholders who
voted on such Reorganization. Each Target Fund will include shares held of
record by broker-dealers as to which such authority has been granted in its
tabulation of the total number of shares present for purposes of determining
whether the necessary quorum of shareholders of such Fund exists.

SHAREHOLDER INFORMATION


  As of June 13, 2005, to the knowledge of the Funds, no shareholder owned
beneficially more than 5% of the outstanding common shares of any Fund.


                                        56
<PAGE>


  To the knowledge of the Funds, no trustee or executive officer owned, directly
or beneficially, common shares of the Funds as of June 13, 2005, and no trustees
or executive officers owned preferred shares of the Funds as of that date.


SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

  Section 30(f) of the 1940 Act and Section 16(a) of the Securities Exchange Act
of 1934, as amended, require the Funds' trustees, officers, investment adviser,
affiliated persons of the investment adviser and persons who own more than 10%
of a registered class of a Fund's equity securities to file forms with the SEC
and the NYSE reporting their affiliation with a Fund and reports of ownership
and changes in ownership of Fund shares. These persons and entities are required
by SEC regulation to furnish a Fund with copies of all such forms they file.
Based on a review of these forms furnished to each Fund, each Fund believes that
during its last fiscal year, its trustees, officers, investment adviser and
affiliated persons of the investment adviser complied with the applicable filing
requirements.

SHAREHOLDER PROPOSALS

  To be considered for presentation at a shareholder's meeting, rules
promulgated by the SEC generally require that, among other things, a
shareholder's proposal must be received at the offices of the relevant Fund a
reasonable time before solicitation is made. Timely submission of a proposal
does not necessarily mean that such proposal will be included. Any shareholder
who wishes to submit a proposal for consideration at a meeting of such
shareholder's Fund should send such proposal to the relevant Fund at the
principal executive offices of the Fund at 1221 Avenue of the Americas, New
York, New York 10020.


  Information regarding the deadline for timely submission of proposals intended
to be presented at the year 2006 Annual Meeting of the Funds will be provided in
the proxy statement relating to the 2005 Annual Meeting of the Funds, which is
expected to take place later this year. If the Reorganizations of the Target
Funds are approved and completed prior to their 2005 Annual Meeting, such Funds
will cease to exist and will not hold their 2005 Annual Meeting.


SOLICITATION OF PROXIES

  Solicitation of proxies is being made primarily by the mailing of this Notice
and Joint Proxy Statement/Prospectus with its enclosures on or about June   ,
2005. Shareholders of the Target Funds whose shares are held by nominees such as
brokers can vote their proxies by contacting their respective nominee. In
addition to the solicitation of proxies by mail, employees of the Adviser and
its affiliates as well as dealers or their representatives may, without
additional compensation, solicit proxies in person or by mail, telephone,
telegraph, facsimile or oral communication. The Target Funds have retained
Computershare Fund Services ("CFS") to make telephone calls to shareholders of
the Funds to remind them to vote. CFS will be

                                        57
<PAGE>


paid a project management fee as well as fees charged on a per call basis and
certain other expenses. Management estimates that the telephone solicitation by
CFS will cost approximately $10,500 for New York Quality Municipal Trust, $8,200
for New York Value Municipal Income Trust and $11,100 for the Acquiring Fund.
Proxy solicitation expenses are an expense of the Reorganizations which will be
borne by the Target Funds and the Acquiring Fund in proportion to their
projected annual expense savings as a result of the Reorganizations.


LEGAL MATTERS

  Certain legal matters concerning the federal income tax consequences of the
Reorganizations and the issuance of Acquiring Fund Common Shares and Acquiring
Fund APS will be passed upon by Skadden Arps, which serves as counsel to the
Target Funds and the Acquiring Fund. Wayne W. Whalen, a partner of Skadden Arps,
is a trustee of both the Target Funds and the Acquiring Fund.

OTHER MATTERS TO COME BEFORE THE MEETING

  The Board of Trustees of each Fund knows of no business other than that
described in this Joint Proxy Statement/Prospectus which will be presented for
consideration at the Special Meeting. If any other matters are properly
presented, it is the intention of the persons named on the enclosed proxy card
to vote proxies in accordance with their best judgment.


  In the event that a quorum is present at the Special Meeting but sufficient
votes to approve any of the proposals are not received, proxies (including
abstentions and broker non-votes) will be voted in favor of one or more
adjournments of the Special Meeting to permit further solicitation of proxies on
such proposals, provided that the Board of Trustees of each Fund determines that
such an adjournment and additional solicitation is reasonable and in the
interest of shareholders based on a consideration of all relevant factors,
including the percentage of votes then cast, the percentage of negative votes
cast, the nature of the proposed solicitation activities and the nature of the
reasons for such further solicitation. Any such adjournment will require the
affirmative vote of the holders of a majority of the outstanding shares of the
respective Fund voted at the session of the Special Meeting to be adjourned.


                                        58
<PAGE>

  If you cannot be present in person at the Special Meeting, please fill in,
sign and return the enclosed proxy card or please record your voting
instructions by telephone or via the internet promptly. No postage is necessary
if the enclosed proxy card is mailed in the United States.

                                       Lou Anne McInnis
                                       Assistant Secretary
                                       Van Kampen New York Quality
                                         Municipal Trust
                                       Van Kampen New York Value Municipal
                                         Income Trust
                                       Van Kampen Trust for Investment Grade
                                         New York Municipals
June 30, 2005


                                        59

<PAGE>


                                   EXHIBIT I


                       DESCRIPTION OF SECURITIES RATINGS

  STANDARD & POOR'S -- A brief description of the applicable Standard & Poor's
(S&P) rating symbols and their meanings (as published by S&P) follows:

  A S&P issue credit rating is a current opinion of the creditworthiness of an
obligor with respect to a specific financial obligation, a specific class of
financial obligations, or a specific financial program (including ratings on
medium-term note programs and commercial paper programs). It takes into
consideration the creditworthiness of guarantors, insurers, or other forms of
credit enhancement on the obligation and takes into account the currency in
which the obligation is denominated. The issue credit rating is not a
recommendation to purchase, sell, or hold a financial obligation, inasmuch as it
does not comment as to market price or suitability for a particular investor.
Issue credit ratings are based on current information furnished by the obligors
or obtained by S&P from other sources it considers reliable. S&P does not
perform an audit in connection with any credit rating and may, on occasion, rely
on unaudited financial information. Credit ratings may be changed, suspended, or
withdrawn as a result of changes in, or unavailability of, such information, or
based on other circumstances. Issue credit ratings can be either long-term or
short-term. Short-term ratings are generally assigned to those obligations
considered short term in the relevant market. In the U.S., for example, that
means obligations with an original maturity of no more than 365 days, including
commercial paper. Short-term ratings are also used to indicate the
creditworthiness of an obligor with respect to put features on long-term
obligations. The result is a dual rating, in which the short-term ratings
address the put feature, in addition to the usual long-term rating. Medium-term
notes are assigned long-term ratings.

                         LONG-TERM ISSUE CREDIT RATINGS

  Issue credit ratings are based, in varying degrees, on the following
considerations:

        - Likelihood of payment -- capacity and willingness of the obligor to
    meet its financial commitment on an obligation in accordance with the terms
    of the obligation;

        - Nature of and provisions of the obligation;

        - Protection afforded by, and relative position of, the obligation in
    the event of bankruptcy, reorganization, or other arrangement under the laws
    of bankruptcy and other laws affecting creditors' rights.

  The issue rating definitions are expressed in terms of default risk. As such,
they pertain to senior obligations of an entity. Junior obligations are
typically rated lower than senior obligations, to reflect the lower priority in
bankruptcy, as noted above. (Such differentiation applies when an entity has
both senior and subordinated


                                       I-1

<PAGE>

obligations, secured and unsecured obligations, or operating company and holding
company obligations.) Accordingly, in the case of junior debt, the rating may
not conform exactly with the category definition.

  AAA: An obligation rated "AAA" has the highest rating assigned by S&P. The
obligor's capacity to meet its financial commitment on the obligation is
extremely strong.

  AA: An obligation rated "AA" differs from the highest-rated obligations only
in small degree. The obligor's capacity to meet its financial commitment on the
obligation is very strong.

  A: An obligation rated "A" is somewhat more susceptible to the adverse effects
of changes in circumstances and economic conditions than obligations in higher
rated categories. However, the obligor's capacity to meet its financial
commitment on the obligation is still strong.

  BBB: An obligation rated "BBB" exhibits adequate protection parameters.
However, adverse economic conditions or changing circumstances are more likely
to lead to a weakened capacity of the obligor to meet its financial commitment
on the obligation.


                               SPECULATIVE GRADE


  BB, B, CCC, CC, C: Obligations rated "BB", "B", "CCC", "CC" and "C" are
regarded as having significant speculative characteristics. "BB" indicates the
least degree of speculation and "C" the highest. While such obligations will
likely have some quality and protective characteristics, these may be outweighed
by large uncertainties or major exposures to adverse conditions.

  BB: An obligation rated "BB" is less vulnerable to nonpayment than other
speculative issues. However, it faces major ongoing uncertainties or exposure to
adverse business, financial, or economic conditions which could lead to the
obligor's inadequate capacity to meet its financial commitment on the
obligation.

  B: An obligation rated "B" is more vulnerable to nonpayment than obligations
rated "BB", but the obligor currently has the capacity to meet its financial
commitment on the obligation. Adverse business, financial, or economic
conditions will likely impair the obligor's capacity or willingness to meet its
financial commitment on the obligation.

  CCC: An obligation rated "CCC" is currently vulnerable to nonpayment, and is
dependent upon favorable business, financial, and economic conditions for the
obligor to meet its financial commitment on the obligation. In the event of
adverse business, financial, or economic conditions, the obligor is not likely
to have the capacity to meet its financial commitment on the obligation.

  CC: An obligation rated "CC" is currently highly vulnerable to nonpayment.


                                       I-2

<PAGE>

  C: A subordinated debt or preferred stock obligation rated "C" is CURRENTLY
HIGHLY VULNERABLE to nonpayment. The "C" rating may be used to cover a situation
where a bankruptcy petition has been filed or similar action taken, but payments
on this obligation are being continued. A "C" also will be assigned to a
preferred stock issue in arrears on dividends or sinking fund payments, but that
is currently paying.

  D: An obligation rated "D" is in payment default. The "D" rating category is
used when payments on an obligation are not made on the date due even if the
applicable grace period has not expired, unless S&P believes that such payments
will be made during such grace period. The "D" rating also will be used upon the
filing of a bankruptcy petition or the taking of a similar action if payments on
an obligation are jeopardized.

  Plus (+) or minus (-): The ratings from "AA" to "CCC" may be modified by the
addition of a plus or minus sign to show relative standing within the major
rating categories.

  r: This symbol is attached to the ratings of instruments with significant
noncredit risks. It highlights risks to principal or volatility of expected
returns which are not addressed in the credit rating.

  N.R.: This indicates that no rating has been requested, that there is
insufficient information on which to base a rating, or that S&P does not rate a
particular obligation as a matter of policy.


                        SHORT-TERM ISSUE CREDIT RATINGS


  A-1: A short-term obligation rated "A-1" is rated in the highest category by
S&P. The obligor's capacity to meet its financial commitment on the obligation
is strong. Within this category, certain obligations are designated with a plus
sign (+). This indicates that the obligor's capacity to meet its financial
commitment on these obligations is extremely strong.

  A-2: A short-term obligation rated "A-2" is somewhat more susceptible to the
adverse effects of changes in circumstances and economic conditions than
obligations in higher rating categories. However, the obligor's capacity to meet
its financial commitment on the obligation is satisfactory.

  A-3: A short-term obligation rated "A-3" exhibits adequate protection
parameters. However, adverse economic conditions or changing circumstances are
more likely to lead to a weakened capacity of the obligor to meet its financial
commitment on the obligation.

  B: A short-term obligation rated "B" is regarded as having significant
speculative characteristics. The obligor currently has the capacity to meet its
financial commitment on the obligation; however, it faces major ongoing
uncertainties which could


                                       I-3

<PAGE>

lead to the obligor's inadequate capacity to meet its financial commitment on
the obligation.

  C: A short-term obligation rated "C" is currently vulnerable to nonpayment and
is dependent upon favorable business, financial, and economic conditions for the
obligor to meet its financial commitment on the obligation.

  D: A short-term obligation rated "D" is in payment default. The "D" rating
category is used when payments on an obligation are not made on the date due
even if the applicable grace period has not expired, unless S&P believes that
such payments will be made during such grace period. The "D" rating also will be
used upon the filing of a bankruptcy petition or the taking of a similar action
if payments on an obligation are jeopardized.

  MOODY'S INVESTORS SERVICE INC. -- A brief description of the applicable
Moody's Investors Service, Inc. (Moody's) rating symbols and their meanings (as
published by Moody's) follows:

  Aaa: Obligations rated Aaa are judged to be of the highest quality with
minimal credit risk.

  Aa: Obligations rated Aa are judged to be of high quality and are subject to
very low credit risk.

  A: Obligations rated A are considered upper-medium grade and are subject to
low credit risk.

  Baa: Obligations rated Baa are subject to moderate credit risk. They are
considered medium-grade and as such may possess certain speculative
characteristics.

  Ba: Obligations rated Ba are judged to have speculative elements and are
subject to substantial credit risk.

  B: Obligations rated B are considered speculative and are subject to high
credit risk.

  Caa: Obligations rated Caa are judged to be of poor standing and are subject
to very high credit risk.

  Ca: Obligations rated Ca are highly speculative and are likely in, or very
near, default, with some prospect of recovery of principal and interest.

  C: Obligations rated C are the lowest rated class of bonds, and are typically
in default, with little prospect for recovery of principal or interest.

  Note: Moody's appends numerical modifiers 1, 2, and 3 to each generic rating
classification from Aa through Caa. The modifier 1 indicates that the obligation
ranks in the higher end of its generic rating category; the modifier 2 indicates
a mid-range ranking; and the modifier 3 indicates a ranking in the lower end of
that generic rating category.


                                       I-4

<PAGE>

  Moody's assigns long-term ratings to individual debt securities issued from
medium-term note (MTN) programs, in addition to indicating ratings to MTN
programs themselves. Notes issued under MTN programs with such indicated ratings
are rated at issuance at the rating applicable to all pari passu notes issued
under the same program, at the program's relevant indicated rating, provided
such notes do not exhibit any of the characteristics listed below:

        -- Notes containing features that link interest or principal to the
    credit performance of any third party or parties.


        -- Notes allowing for negative coupons, or negative principal.


        -- Notes containing any provision that could obligate the investor to
    make any additional payments.

        -- Notes containing provisions that subordinate the claim.

  For notes with any of these characteristics, the rating of the individual note
may differ from the indicated rating of the program.

  Market participants must determine whether any particular note is rated, and
if so, at what rating level. Moody's encourages market participants to contact
Moody's Ratings Desks directly or visit www.moodys.com directly if they have
questions regarding ratings for specific notes issued under a medium-term note
program. Unrated notes issued under an MTN program may be assigned an NR symbol.

                               SHORT-TERM RATINGS

  Moody's short-term ratings are opinions of the ability of issuers to honor
short-term financial obligations. Ratings may be assigned to issuers, short-term
programs or to individual short-term debt instruments. Such obligations
generally have an original maturity not exceeding thirteen months, unless
explicitly noted. Moody's employs the following designations to indicate the
relative repayment ability of rated issuers:

                                      P-1

  Issuers (or supporting institutions) rated Prime-1 have a superior ability to
repay short-term debt obligations.

                                      P-2

  Issuers (or supporting institutions) rated Prime-2 have a strong ability to
repay short-term debt obligations.

                                      P-3

  Issuers (or supporting institutions) rated Prime-3 have an acceptable ability
to repay short-term obligations.


                                       I-5

<PAGE>


                                       NP


  Issuers (or supporting institutions) rated Not Prime do not fall within any of
the Prime rating categories.

  NOTE: Canadian issuers rated P-1 or P-2 have their short-term ratings enhanced
by the senior-most long-term rating of the issuer, its guarantor or
support-provider.


                                       I-6

<PAGE>

                         [VAN KAMPEN INVESTMENTS LOGO]
<PAGE>

     THE INFORMATION IN THIS STATEMENT OF ADDITIONAL INFORMATION IS NOT COMPLETE
     AND MAY BE CHANGED. WE MAY NOT SELL THESE SECURITIES UNTIL THE REGISTRATION
     STATEMENT FILED WITH THE SECURITIES AND EXCHANGE COMMISSION IS EFFECTIVE.
     THIS STATEMENT OF ADDITIONAL INFORMATION IS NOT AN OFFER TO SELL THESE
     SECURITIES AND IS NOT SOLICITING AN OFFER TO BUY THESE SECURITIES IN ANY
     STATE WHERE THE OFFER OR SALE IS NOT PERMITTED.


                   SUBJECT TO COMPLETION, DATED JUNE 29, 2005


                      STATEMENT OF ADDITIONAL INFORMATION

          RELATING TO THE ACQUISITION OF THE ASSETS AND LIABILITIES OF

                  VAN KAMPEN NEW YORK QUALITY MUNICIPAL TRUST

                                      AND

                VAN KAMPEN NEW YORK VALUE MUNICIPAL INCOME TRUST

                        BY AND IN EXCHANGE FOR SHARES OF

           VAN KAMPEN TRUST FOR INVESTMENT GRADE NEW YORK MUNICIPALS


                              DATED JUNE 30, 2005


     This Statement of Additional Information is available to the shareholders
of Van Kampen New York Quality Municipal Trust ("New York Quality Municipal
Trust") and Van Kampen New York Value Municipal Income Trust ("New York Value
Municipal Income Trust") (each a "Target Fund" and collectively the "Target
Funds") in connection with proposed reorganizations (each a "Reorganization" and
collectively the "Reorganizations") whereby Van Kampen Trust for Investment
Grade New York Municipals (the "Acquiring Fund") will acquire substantially all
of the assets and assume substantially all of the liabilities of the Target
Funds in exchange for an equal aggregate value of newly-issued common shares of
beneficial interest, par value $0.01 per share ("Acquiring Fund Common Shares"),
and newly-issued auction preferred shares with a par value of $0.01 per share
and a liquidation preference of $25,000 per share ("Acquiring Fund APS"). The
Target Funds will distribute Acquiring Fund Common Shares to common shareholders
of the Target Funds and Acquiring Fund APS to preferred shareholders of the
Target Funds, and will then terminate their registrations under the Investment
Company Act of 1940, as amended (the "1940 Act"), and dissolve under applicable
state law. A copy of a form of the Agreement and Plan of Reorganization between
each Target Fund and the Acquiring Fund is attached hereto as Appendix A. Unless
otherwise defined herein, capitalized terms have the meanings given to them in
the Joint Proxy Statement/Prospectus.


     This Statement of Additional Information is not a prospectus and should be
read in conjunction with the Joint Proxy Statement/Prospectus dated June 30,
2005 relating to the proposed Reorganizations of the Target Funds into the
Acquiring Fund. A copy of the Joint Proxy Statement/Prospectus may be obtained,
without charge, by writing to the Van Kampen Client Relations Department at 1
Parkview Plaza, P.O. Box 5555, Oakbrook Terrace, Illinois 60181-5555 or by
calling (800) 341-2929 (TDD users may call (800) 421-2833).


     The Acquiring Fund will provide, without charge, upon the written or oral
request of any person to whom this Statement of Additional Information is
delivered, a copy of any and all documents that have been incorporated by
reference in the registration statement of which this Statement of Additional
Information is a part.
                                       S-1
<PAGE>

                               TABLE OF CONTENTS


<Table>
<Caption>

<S>                                                           <C>
Trustees and Officers.......................................  S-3
Investment Advisory Agreement...............................  S-14
Other Agreements............................................  S-16
Fund Management.............................................  S-17
Code of Ethics..............................................  S-19
Portfolio Transactions and Brokerage Allocation.............  S-19
Additional Information Relating to Auction Preferred Shares
  of the Acquiring Fund.....................................  S-22
Other Information...........................................  S-31
Financial Statements........................................  S-32
Pro Forma Financial Statements..............................  S-32
Appendix A -- Form of Agreement and Plan of
  Reorganization............................................  A-1
Appendix B -- Year of Initial Election or Appointment of
  Each Trustee to the Board of Trustees of Each Fund........  B-1
Appendix C -- Certificate of Vote of Trustees Establishing
  Preferred Shares..........................................  C-1
Appendix D -- Proxy Voting Policy and Procedures............  D-1
Appendix E -- Annual Report of the Acquiring Fund...........  E-1
Appendix F -- Semiannual Report of the Acquiring Fund.......  F-1
Appendix G -- Annual Report of New York Quality Municipal
  Trust.....................................................  G-1
Appendix H -- Semiannual Report of New York Quality
  Municipal Trust...........................................  H-1
Appendix I -- Annual Report of New York Value Municipal
  Income Trust..............................................  I-1
Appendix J -- Semiannual Report of New York Value Municipal
  Income Trust..............................................  J-1
Appendix K -- Pro Forma Financial Statements................  K-1
</Table>


                                       S-2
<PAGE>

                             TRUSTEES AND OFFICERS

GENERAL


     The business and affairs of each Fund are managed under the direction of
each Fund's Board of Trustees and each Fund's officers appointed by the Board of
Trustees. The Acquiring Fund and the Target Funds share the same Board of
Trustees and executive officers. The tables below list the trustees and
executive officers of the Funds and their principal occupations during the last
five years, other directorships held by trustees and their affiliations, if any,
with Van Kampen Investments Inc. ("Van Kampen Investments"), Van Kampen Asset
Management (the "Adviser"), Van Kampen Funds Inc. (the "Administrator"), Van
Kampen Advisors Inc., Van Kampen Exchange Corp. and Van Kampen Investor Services
Inc. ("Investor Services"). The term "Fund Complex" includes each of the
investment companies advised by the Adviser as of the date of this Statement of
Additional Information. Trustees of the Funds generally serve three-year terms
or until their successors are duly elected and qualified. Officers are annually
elected by the trustees.


                              INDEPENDENT TRUSTEES


<Table>
<Caption>
                                                                                          NUMBER OF
                                               TERM OF                                     FUNDS IN
                                              OFFICE AND                                     FUND
                                 POSITION(S)  LENGTH OF                                    COMPLEX
NAME, AGE AND ADDRESS             HELD WITH      TIME     PRINCIPAL OCCUPATION(S)          OVERSEEN    OTHER DIRECTORSHIPS
OF INDEPENDENT TRUSTEE              FUND        SERVED    DURING PAST 5 YEARS             BY TRUSTEE   HELD BY TRUSTEE
<S>                              <C>          <C>         <C>                             <C>          <C>
David C. Arch (59)               Trustee          +       Chairman and Chief Executive        82       Trustee/Director/
Blistex Inc.                                              Officer of Blistex Inc., a                   Managing General
1800 Swift Drive                                          consumer health care products                Partner of funds in
Oak Brook, IL 60523                                       manufacturer. Director of the                the Fund Complex.
                                                          Heartland Alliance, a
                                                          nonprofit organization serving
                                                          human needs based in Chicago.
                                                          Director of St. Vincent de
                                                          Paul Center, a Chicago based
                                                          day care facility serving the
                                                          children of low income
                                                          families. Board member of the
                                                          Illinois Manufacturers'
                                                          Association.

Jerry D. Choate (66)             Trustee          +       Prior to January 1999,              80       Trustee/Director/
33971 Selva Road                                          Chairman and Chief Executive                 Managing General
Suite 130                                                 Officer of the Allstate                      Partner of funds in
Dana Point, CA 92629                                      Corporation ("Allstate") and                 the Fund Complex.
                                                          Allstate Insurance Company.                  Director of Amgen
                                                          Prior to January 1995,                       Inc., a
                                                          President and Chief Executive                biotechnological
                                                          Officer of Allstate. Prior to                company, and Director
                                                          August 1994, various                         of Valero Energy
                                                          management positions at                      Corporation, an
                                                          Allstate.                                    independent refining
                                                                                                       company.
</Table>


                                       S-3
<PAGE>


<Table>
<Caption>
                                                                                          NUMBER OF
                                               TERM OF                                     FUNDS IN
                                              OFFICE AND                                     FUND
                                 POSITION(S)  LENGTH OF                                    COMPLEX
NAME, AGE AND ADDRESS             HELD WITH      TIME     PRINCIPAL OCCUPATION(S)          OVERSEEN    OTHER DIRECTORSHIPS
OF INDEPENDENT TRUSTEE              FUND        SERVED    DURING PAST 5 YEARS             BY TRUSTEE   HELD BY TRUSTEE
<S>                              <C>          <C>         <C>                             <C>          <C>
Rod Dammeyer++ (64)              Trustee          +       President of CAC, L.L.C., a         82       Trustee/Director/
CAC, L.L.C.                                               private company offering                     Managing General
4350 LaJolla Village Drive                                capital investment and                       Partner of funds in
Suite 980                                                 management advisory services.                the Fund Complex.
San Diego, CA 92122-6223                                  Prior to February 2001, Vice                 Director of
                                                          Chairman and Director of                     Stericycle, Inc.,
                                                          Anixter International, Inc., a               Ventana Medical
                                                          global distributor of wire,                  Systems, Inc., and
                                                          cable and communications                     GATX Corporation, and
                                                          connectivity products. Prior                 Trustee of The
                                                          to July 2000, Managing Partner               Scripps Research
                                                          of Equity Group Corporate                    Institute. Prior to
                                                          Investment (EGI), a company                  January 2005, Trustee
                                                          that makes private investments               of the University of
                                                          in other companies.                          Chicago Hospitals and
                                                                                                       Health Systems. Prior
                                                                                                       to April 2004,
                                                                                                       Director of
                                                                                                       TheraSense, Inc.
                                                                                                       Prior to January
                                                                                                       2004, Director of
                                                                                                       TeleTech Holdings
                                                                                                       Inc. and Arris Group,
                                                                                                       Inc. Prior to May
                                                                                                       2002, Director of
                                                                                                       Peregrine Systems
                                                                                                       Inc. Prior to
                                                                                                       February 2001,
                                                                                                       Director of IMC
                                                                                                       Global Inc. Prior to
                                                                                                       July 2000, Director
                                                                                                       of Allied Riser
                                                                                                       Communications Corp.,
                                                                                                       Matria Healthcare
                                                                                                       Inc., Transmedia
                                                                                                       Networks, Inc., CNA
                                                                                                       Surety, Corp. and
                                                                                                       Grupo Azcarero Mexico
                                                                                                       (GAM).

Linda Hutton Heagy (56)          Trustee          +       Managing Partner of Heidrick &      80       Trustee/Director/
Heidrick & Struggles                                      Struggles, an executive search               Managing General
233 South Wacker Drive                                    firm. Trustee on the                         Partner of funds in
Suite 7000                                                University of Chicago                        the Fund Complex.
Chicago, IL 60606                                         Hospitals Board, Vice Chair of
                                                          the Board of the YMCA of
                                                          Metropolitan Chicago and a
                                                          member of the Women's Board of
                                                          the University of Chicago.
                                                          Prior to 1997, Partner of Ray
                                                          & Berndtson, Inc., an
                                                          executive recruiting firm.
                                                          Prior to 1996, Trustee of The
                                                          International House Board, a
                                                          fellowship and housing
                                                          organization for international
                                                          graduate students. Prior to
                                                          1995, Executive Vice President
                                                          of ABN AMRO, N.A., a bank
                                                          holding company. Prior to
                                                          1990, Executive Vice President
                                                          of The Exchange National Bank.
</Table>


                                       S-4
<PAGE>


<Table>
<Caption>
                                                                                          NUMBER OF
                                               TERM OF                                     FUNDS IN
                                              OFFICE AND                                     FUND
                                 POSITION(S)  LENGTH OF                                    COMPLEX
NAME, AGE AND ADDRESS             HELD WITH      TIME     PRINCIPAL OCCUPATION(S)          OVERSEEN    OTHER DIRECTORSHIPS
OF INDEPENDENT TRUSTEE              FUND        SERVED    DURING PAST 5 YEARS             BY TRUSTEE   HELD BY TRUSTEE
<S>                              <C>          <C>         <C>                             <C>          <C>

R. Craig Kennedy (53)            Trustee          +       Director and President of the       80       Trustee/Director/
1744 R Street, NW                                         German Marshall Fund of the                  Managing General
Washington, DC 20009                                      United States, an independent                Partner of funds in
                                                          U.S. foundation created to                   the Fund Complex.
                                                          deepen understanding, promote
                                                          collaboration and stimulate
                                                          exchanges of practical
                                                          experience between Americans
                                                          and Europeans. Formerly,
                                                          advisor to the Dennis Trading
                                                          Group Inc., a managed futures
                                                          and option company that
                                                          invests money for individuals
                                                          and institutions. Prior to
                                                          1992, President and Chief
                                                          Executive Officer, Director
                                                          and member of the Investment
                                                          Committee of the Joyce
                                                          Foundation, a private
                                                          foundation.

Howard J Kerr (69)               Trustee          +       Prior to 1998, President and        82       Trustee/Director/
736 North Western Avenue                                  Chief Executive Officer of                   Managing General
P.O. Box 317                                              Pocklington Corporation, Inc.,               Partner of funds in
Lake Forest, IL 60045                                     an investment holding company.               the Fund Complex.
                                                          Director of the Marrow                       Director of the Lake
                                                          Foundation.                                  Forest Bank & Trust.

Jack E. Nelson (69)              Trustee          +       President of Nelson Investment      80       Trustee/Director/
423 Country Club Drive                                    Planning Services, Inc., a                   Managing General
Winter Park, FL 32789                                     financial planning company and               Partner of funds in
                                                          registered investment adviser                the Fund Complex.
                                                          in the State of Florida.
                                                          President of Nelson Ivest
                                                          Brokerage Services Inc., a
                                                          member of the NASD, Securities
                                                          Investors Protection Corp. and
                                                          the Municipal Securities
                                                          Rulemaking Board. President of
                                                          Nelson Sales and Services
                                                          Corporation, a marketing and
                                                          services company to support
                                                          affiliated companies.

Hugo F. Sonnenschein++ (64)      Trustee          +       President Emeritus and              82       Trustee/Director/
1126 E. 59th Street                                       Honorary Trustee of the                      Managing General
Chicago, IL 60637                                         University of Chicago and the                Partner of funds in
                                                          Adam Smith Distinguished                     the Fund Complex.
                                                          Service Professor in the                     Director of Winston
                                                          Department of Economics at the               Laboratories, Inc.
                                                          University of Chicago. Prior
                                                          to July 2000, President of the
                                                          University of Chicago. Trustee
                                                          of the University of Rochester
                                                          and a member of its investment
                                                          committee. Member of the
                                                          National Academy of Sciences,
                                                          the American Philosophical
                                                          Society and a fellow of the
                                                          American Academy of Arts and
                                                          Sciences.
</Table>


                                       S-5
<PAGE>


<Table>
<Caption>
                                                                                          NUMBER OF
                                               TERM OF                                     FUNDS IN
                                              OFFICE AND                                     FUND
                                 POSITION(S)  LENGTH OF                                    COMPLEX
NAME, AGE AND ADDRESS             HELD WITH      TIME     PRINCIPAL OCCUPATION(S)          OVERSEEN    OTHER DIRECTORSHIPS
OF INDEPENDENT TRUSTEE              FUND        SERVED    DURING PAST 5 YEARS             BY TRUSTEE   HELD BY TRUSTEE
<S>                              <C>          <C>         <C>                             <C>          <C>

Suzanne H. Woolsey, Ph.D. (63)   Trustee          +       Chief Communications Officer        80       Trustee/Director/
815 Cumberstone Road                                      of the National Academy of                   Managing General
Harwood, MD 20776                                         Sciences/National Research                   Partner of funds in
                                                          Council, an independent,                     the Fund Complex.
                                                          federally chartered policy                   Director of Fluor
                                                          institution, from 2001 to                    Corp., an
                                                          November 2003 and Chief                      engineering,
                                                          Operating Officer from 1993 to               procurement and
                                                          2001. Director of the                        construction
                                                          Institute for Defense                        organization, since
                                                          Analyses, a federally funded                 January 2004 and
                                                          research and development                     Director of Neurogen
                                                          center, Director of the German               Corporation, a
                                                          Marshall Fund of the United                  pharmaceutical
                                                          States, Director of the Rocky                company, since
                                                          Mountain Institute and Trustee               January 1998.
                                                          of Colorado College. Prior to
                                                          1993, Executive Director of
                                                          the Commission on Behavioral
                                                          and Social Sciences and
                                                          Education at the National
                                                          Academy of Sciences/National
                                                          Research Council. From 1980
                                                          through 1989, Partner of
                                                          Coopers & Lybrand.
</Table>


                                       S-6
<PAGE>

                              INTERESTED TRUSTEES*


<Table>
<Caption>
                                                                                          NUMBER OF
                                            TERM OF                                        FUNDS IN
                                           OFFICE AND                                        FUND
                              POSITION(S)  LENGTH OF                                       COMPLEX
NAME, AGE AND ADDRESS          HELD WITH      TIME     PRINCIPAL OCCUPATION(S)             OVERSEEN    OTHER DIRECTORSHIPS
OF INTERESTED TRUSTEE            FUND        SERVED    DURING PAST 5 YEARS                BY TRUSTEE   HELD BY TRUSTEE
<S>                           <C>          <C>         <C>                                <C>          <C>
Mitchell M. Merin* (51)       Trustee and  +;          President of funds in the Fund         80       Trustee/Director/
1221 Avenue of the Americas   President    President   Complex. Chairman, President,                   Managing General
New York, NY 10020                         since 2002  Chief Executive Officer and                     Partner of funds in
                                                       Director of the Adviser and Van                 the Fund Complex.
                                                       Kampen Advisors Inc. since
                                                       December 2002. Chairman,
                                                       President and Chief Executive
                                                       Officer of Van Kampen Investments
                                                       since December 2002. Director of
                                                       Van Kampen Investments since
                                                       December 1999. Chairman and
                                                       Director of Van Kampen Funds Inc.
                                                       since December 2002. President,
                                                       Director and Chief Operating
                                                       Officer of Morgan Stanley
                                                       Investment Management since
                                                       December 1998. President and
                                                       Director since April 1997 and
                                                       Chief Executive Officer since
                                                       June 1998 of Morgan Stanley
                                                       Investment Advisors Inc. and
                                                       Morgan Stanley Services Company
                                                       Inc. Chairman, Chief Executive
                                                       Officer and Director of Morgan
                                                       Stanley Distributors Inc. since
                                                       June 1998. Chairman since June
                                                       1998, and Director since January
                                                       1998 of Morgan Stanley Trust.
                                                       Director of various Morgan
                                                       Stanley subsidiaries. President
                                                       of the Morgan Stanley Funds since
                                                       May 1999. Previously Chief
                                                       Executive Officer of Van Kampen
                                                       Funds Inc. from December 2002 to
                                                       July 2003, Chief Strategic
                                                       Officer of Morgan Stanley
                                                       Investment Advisors Inc. and
                                                       Morgan Stanley Services Company
                                                       Inc. and Executive Vice President
                                                       of Morgan Stanley Distributors
                                                       Inc. from April 1997 to June
                                                       1998. Chief Executive Officer
                                                       from September 2002 to April 2003
                                                       and Vice President from May 1997
                                                       to April 1999 of the Morgan
                                                       Stanley Funds.

Richard F. Powers, III* (59)  Trustee          +       Advisory Director of Morgan            82       Trustee/Director/
1221 Avenue of the Americas                            Stanley. Prior to December 2002,                Managing General
New York, NY 10020                                     Chairman, Director, President,                  Partner of funds in
                                                       Chief Executive Officer and                     the Fund Complex.
                                                       Managing Director of Van Kampen
                                                       Investments and its investment
                                                       advisory, distribution and other
                                                       subsidiaries. Prior to December
                                                       2002, President and Chief
                                                       Executive Officer of funds in the
                                                       Fund Complex. Prior to May 1998,
                                                       Executive Vice President and
                                                       Director of Marketing at Morgan
                                                       Stanley and Director of Dean
                                                       Witter, Discover & Co. and Dean
                                                       Witter Realty. Prior to 1996,
                                                       Director of Dean Witter Reynolds
                                                       Inc.
</Table>


                                       S-7
<PAGE>


<Table>
<Caption>
                                                                                          NUMBER OF
                                            TERM OF                                        FUNDS IN
                                           OFFICE AND                                        FUND
                              POSITION(S)  LENGTH OF                                       COMPLEX
NAME, AGE AND ADDRESS          HELD WITH      TIME     PRINCIPAL OCCUPATION(S)             OVERSEEN    OTHER DIRECTORSHIPS
OF INTERESTED TRUSTEE            FUND        SERVED    DURING PAST 5 YEARS                BY TRUSTEE   HELD BY TRUSTEE
<S>                           <C>          <C>         <C>                                <C>          <C>
Wayne W. Whalen* (65)         Trustee          +       Partner in the law firm of             82       Trustee/Director/
333 West Wacker Drive                                  Skadden, Arps, Slate, Meagher &                 Managing General
Chicago, IL 60606                                      Flom LLP, legal counsel to funds                Partner of funds in
                                                       in the Fund Complex.                            the Fund Complex.
                                                                                                       Director of the
                                                                                                       Abraham Lincoln
                                                                                                       Presidential
                                                                                                       Foundation.
</Table>


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

 * Such trustee is an "interested person" (within the meaning of Section
   2(a)(19) of the 1940 Act). Messrs. Merin and Powers are interested persons of
   funds in the Fund Complex and the Adviser by reason of their current or
   former positions with Morgan Stanley or its affiliates. Mr. Whalen is an
   interested person of certain funds in the Fund Complex by reason of he and
   his firm currently providing legal services as legal counsel to such funds in
   the Fund Complex.


 + Each trustee has served as a trustee of each respective Fund since the year
   shown in Appendix B.



++ Designated as Preferred Shares Trustee.


                                       S-8
<PAGE>

                                    OFFICERS


<Table>
<Caption>
                                                     TERM OF
                                                    OFFICE AND
                                   POSITION(S)      LENGTH OF
NAME, AGE AND                       HELD WITH          TIME     PRINCIPAL OCCUPATION(S)
ADDRESS OF OFFICER                     FUND           SERVED    DURING PAST 5 YEARS
<S>                             <C>                 <C>         <C>

Ronald E. Robison (66)          Executive Vice      Officer     Executive Vice President and Principal Executive Officer of
1221 Avenue of the Americas     President and       since 2003  Funds in the Fund Complex since May 2003. Chief Executive
New York, NY 10020              Principal                       Officer and Chairman of Investor Services. Managing Director
                                Executive                       of Morgan Stanley. Chief Administrative Officer, Managing
                                Officer                         Director and Director of Morgan Stanley Investment Advisors
                                                                Inc., Morgan Stanley Services Company Inc. and Managing
                                                                Director and Director of Morgan Stanley Distributors Inc.
                                                                Chief Executive Officer and Director of Morgan Stanley
                                                                Trust. Executive Vice President and Principal Executive
                                                                Officer of the Institutional and Retail Morgan Stanley
                                                                Funds; Director of Morgan Stanley SICAV; previously Chief
                                                                Global Operations Officer and Managing Director of Morgan
                                                                Stanley Investment Management Inc.

Joseph J. McAlinden (62)        Executive Vice      Officer     Managing Director and Chief Investment Officer of Morgan
1221 Avenue of the Americas     President and       since 2002  Stanley Investment Advisors Inc., Morgan Stanley Investment
New York, NY 10020              Chief Investment                Management Inc. and Morgan Stanley Investments LP and
                                Officer                         Director of Morgan Stanley Trust for over 5 years. Executive
                                                                Vice President and Chief Investment Officer of funds in the
                                                                Fund Complex. Managing Director and Chief Investment Officer
                                                                of Van Kampen Investments, the Adviser and Van Kampen
                                                                Advisors Inc. since December 2002.

Amy R. Doberman (43)            Vice President      Officer     Managing Director and General Counsel, U.S. Investment
1221 Avenue of the Americas                         since 2004  Management; Managing Director of Morgan Stanley Investment
New York, NY 10020                                              Management, Inc., Morgan Stanley Investment Advisers Inc.
                                                                and the Adviser. Vice President of the Morgan Stanley
                                                                Institutional and Retail Funds since July 2004 and Vice
                                                                President of funds in the Fund Complex as of August 2004.
                                                                Previously, Managing Director and General Counsel of
                                                                Americas, UBS Global Asset Management from July 2000 to July
                                                                2004 and General Counsel of Aeltus Investment Management,
                                                                Inc from January 1997 to July 2000.

Stefanie V. Chang Yu (38)       Vice President      Officer     Executive Director of Morgan Stanley Investment Management.
1221 Avenue of the Americas     and Secretary       since 2003  Vice President and Secretary of funds in the Fund Complex.
New York, NY 10020

John L. Sullivan (49)           Chief Compliance    Officer     Chief Compliance Officer of funds in the Fund Complex since
1 Parkview Plaza                Officer             since 1996  August 2004. Prior to August 2004, Director and Managing
Oakbrook Terrace, IL 60181                                      Director of Van Kampen Investments, the Adviser, Van Kampen
                                                                Advisors Inc. and certain other subsidiaries of Van Kampen
                                                                Investments, Vice President, Chief Financial Officer and
                                                                Treasurer of funds in the Fund Complex and head of Fund
                                                                Accounting for Morgan Stanley Investment Management. Prior
                                                                to December 2002, Executive Director of Van Kampen
                                                                Investments, the Adviser and Van Kampen Advisors Inc.

James W. Garrett (36)           Chief Financial     Officer     Executive Director of Morgan Stanley Investment Management.
1221 Avenue of the Americas     Officer and         since 2005  Chief Financial Officer and Treasurer of Morgan Stanley
New York, NY 10020              Treasurer                       Institutional Funds since 2002 and of funds in the Fund
                                                                Complex since 2005.
</Table>


COMPENSATION

     Each trustee/director/managing general partner (hereinafter referred to in
this section as "trustee") who is not an affiliated person (as defined in the
1940 Act) of Van Kampen Investments, the Adviser or the Administrator (each a
"Non-Affiliated Trustee") is compensated by an annual retainer and meeting fees
for services to funds in the Fund Complex. Each fund in the Fund Complex (except
Van Kampen Exchange Fund) provides a deferred compensation plan to its
Non-Affiliated Trustees that allows trustees to

                                       S-9
<PAGE>

defer receipt of their compensation until retirement and earn a return on such
deferred amounts. Amounts deferred are retained by the Funds and earn a rate of
return determined by reference to the return on the common shares of the Funds
or other funds in the Fund Complex as selected by the respective Non-Affiliated
Trustee. To the extent permitted by the 1940 Act, the Funds may invest in
securities of those funds selected by the Non-Affiliated Trustees in order to
match the deferred compensation obligation. The deferred compensation plan is
not funded and obligations thereunder represent general unsecured claims against
the general assets of the Funds. Deferring compensation has the same economic
effect as if the Non-Affiliated Trustee reinvested his or her compensation into
the Funds. Each fund in the Fund Complex (except Van Kampen Exchange Fund)
provides a retirement plan to its Non-Affiliated Trustees that provides
Non-Affiliated Trustees with compensation after retirement, provided that
certain eligibility requirements are met. Under the retirement plan, a
Non-Affiliated Trustee who is receiving compensation from the Funds prior to
such Non-Affiliated Trustee's retirement, has at least 10 years of service
(including years of service prior to adoption of the retirement plan) and
retires at or after attaining the age of 60, is eligible to receive a retirement
benefit per year for each of the 10 years following such retirement from the
Funds. Non-Affiliated Trustees retiring prior to the age of 60 or with fewer
than 10 years but more than 5 years of service may receive reduced retirement
benefits from the Funds.

     Additional information regarding compensation and benefits for trustees of
each Fund is set forth below for the periods described in the notes accompanying
the table.

                               COMPENSATION TABLE

<Table>
<Caption>
                                                                             Fund Complex
                                                            -----------------------------------------------
                          Aggregate Compensation from:       Aggregate        Aggregate
                        ---------------------------------   Pension or        Estimated           Total
                                    New York                Retirement     Maximum Annual     Compensation
                        New York      Value                  Benefits     Benefits from the      before
                         Quality    Municipal               Accrued as      Fund Complex      Deferral from
                        Municipal    Income     Acquiring     Part of           Upon              Fund
        Name(1)         Trust(2)    Trust(3)     Fund(4)    Expenses(5)     Retirement(6)      Complex(7)
        -------         ---------   ---------   ---------   -----------   -----------------   -------------
<S>                     <C>         <C>         <C>         <C>           <C>                 <C>
INDEPENDENT TRUSTEES
David C. Arch            $2,084      $1,903      $2,243      $ 35,277         $147,500          $192,530
Jerry D. Choate           2,676       2,414       2,908        82,527          126,000           200,002
Rod Dammeyer              2,090       1,909       2,249        63,782          147,500           208,000
Linda Hutton Heagy        2,475       2,213       2,707        24,465          142,500           184,784
R. Craig Kennedy          2,676       2,414       2,908        16,911          142,500           200,002
Howard J Kerr             2,290       2,109       2,449       140,743          146,250           208,000
Jack E. Nelson            2,676       2,414       2,908        97,294          109,500           200,002
Hugo F. Sonnenschein      2,290       2,109       2,449        64,476          147,500           208,000
Suzanne H. Woolsey        2,676       2,414       2,908        58,450          142,500           200,002

INTERESTED TRUSTEE
Wayne W. Whalen(1)        2,290       2,109       2,449        72,001          147,500           208,000
</Table>

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

(1) Trustees not eligible for compensation are not included in the Compensation
    Table. Mr. Whalen is an "interested person" (within the meaning of Section
    2(a)(19) of the 1940 Act) of each Fund and certain other funds in the Fund
    Complex. Theodore A. Myers retired as a member of the Board of Trustees of
    each Fund and other funds in the Fund Complex on December 31, 2003. J. Miles
    Branagan retired as a member of

                                       S-10
<PAGE>

    the Board of Trustees of each Fund and other funds in the Fund Complex on
    December 31, 2004.

(2) The amounts shown in this column represent the aggregate compensation before
    deferral with respect to New York Quality Municipal Trust's fiscal year
    ended October 31, 2004. The following trustees deferred compensation from
    New York Quality Municipal Trust during the fiscal year ended October 31,
    2004: Mr. Choate, $2,676; Mr. Dammeyer, $2,090; Ms. Heagy, $2,475; Mr.
    Nelson, $2,676; Mr. Sonnenschein, $2,290; and Mr. Whalen, $2,290. The
    cumulative deferred compensation (including interest) accrued with respect
    to each trustee from New York Quality Municipal Trust as of October 31, 2004
    is as follows: Mr. Choate, $3,549; Mr. Dammeyer, $41,620; Ms. Heagy, $3,395;
    Mr. Nelson, $3,518; Mr. Sonnenschein, $36,473; and Mr. Whalen, $35,707. The
    deferred compensation plan is described above the Compensation Table.

(3) The amounts shown in this column represent the aggregate compensation before
    deferral with respect to New York Value Municipal Income Trust's fiscal year
    ended October 31, 2004. The following trustees deferred compensation from
    New York Value Municipal Income Trust during the fiscal year ended October
    31, 2004: Mr. Choate, $2,414; Mr. Dammeyer, $1,909; Ms. Heagy, $2,213; Mr.
    Nelson, $2,414; Mr. Sonnenschein, $2,109; and Mr. Whalen, $2,109. The
    cumulative deferred compensation (including interest) accrued with respect
    to each trustee from New York Value Municipal Income Trust as of October 31,
    2004 is as follows: Mr. Choate, $3,206; Mr. Dammeyer, $39,861; Ms. Heagy,
    $3,048; Mr. Nelson, $3,179; Mr. Sonnenschein, $34,966; and Mr. Whalen,
    $34,055. The deferred compensation plan is described above the Compensation
    Table.

(4) The amounts shown in this column represent the aggregate compensation before
    deferral with respect to the Acquiring Fund's fiscal year ended October 31,
    2004. The following trustees deferred compensation from the Acquiring Fund
    during the fiscal year ended October 31, 2004: Mr. Choate, $2,908; Mr.
    Dammeyer, $2,249; Ms. Heagy, $2,707; Mr. Nelson, $2,908; Mr. Sonnenschein,
    $2,449; and Mr. Whalen, $2,449. The cumulative deferred compensation
    (including interest) accrued with respect to each trustee from the Acquiring
    Fund as of October 31, 2004 is as follows: Mr. Choate, $3,855; Mr. Dammeyer,
    $43,107; Ms. Heagy, $3,706; Mr. Nelson, $3,822; Mr. Sonnenschein, $37,741;
    and Mr. Whalen, $37,095. The deferred compensation plan is described above
    the Compensation Table.

(5) The amounts shown in this column represent the sum of the retirement
    benefits accrued by the operating funds in the Fund Complex for each of the
    trustees for the funds' respective fiscal years ended in 2004. The
    retirement plan is described above the Compensation Table.

(6) For each trustee, this is the sum of the estimated maximum annual benefits
    payable by the funds in the Fund Complex for each year of the 10-year period
    commencing in the year of such person's anticipated retirement. The
    retirement plan is described above the Compensation Table.

(7) The amounts shown in this column represent the aggregate compensation paid
    by all of the funds in the Fund Complex as of December 31, 2004 before
    deferral by the trustees under the deferred compensation plan. Because the
    funds in the Fund

                                       S-11
<PAGE>

    Complex have different fiscal year ends, the amounts shown in this column
    are presented on a calendar year basis.

BOARD COMMITTEES

     The Board of Trustees of each Fund has the same three standing committees
(an audit committee, a brokerage and services committee and a governance
committee). Each committee is comprised solely of "Independent Trustees," which
is defined for purposes herein as trustees who: (1) are not "interested persons"
of the Funds as defined by the 1940 Act and (2) are "independent" of the Funds
as defined by the New York Stock Exchange, American Stock Exchange and Chicago
Stock Exchange listing standards.

     Each Board's audit committee consists of Jerry D. Choate, Rod Dammeyer and
R. Craig Kennedy. In addition to being Independent Trustees as defined above,
each of these trustees also meets the additional independence requirements for
audit committee members as defined by the New York Stock Exchange, American
Stock Exchange and Chicago Stock Exchange listing standards. Each audit
committee makes recommendations to its Board of Trustees concerning the
selection of its Fund's independent registered public accounting firm, reviews
with such independent registered public accounting firm the scope and results of
its Fund's annual audit and considers any comments which the independent
registered public accounting firm may have regarding its Fund's financial
statements, books of account or internal controls. Each Board of Trustees has
adopted a formal written charter for its audit committee which sets forth the
audit committee's responsibilities. Each audit committee has reviewed and
discussed the financial statements of its Fund with management as well as with
the independent registered public accounting firm of the Fund, and discussed
with the independent registered public accounting firm the matters required to
be discussed under the Statement of Auditing Standards No. 61. Each audit
committee has received the written disclosures and the letter from the
independent registered public accounting firm required under Independence
Standards Board Standard No. 1 and has discussed with the independent registered
public accounting firm its independence. Based on this review, each audit
committee recommended to its Board of Trustees that its Fund's audited financial
statements be included in the Fund's annual report to shareholders for the most
recent fiscal year for filing with the SEC.

     Each Board's brokerage and services committee consists of Linda Hutton
Heagy, Hugo F. Sonnenschein and Suzanne H. Woolsey. Each brokerage and services
committee reviews its Fund's allocation of brokerage transactions and
soft-dollar practices and reviews the transfer agency and shareholder servicing
arrangements with Investor Services.

     Each Board's governance committee consists of David C. Arch, Howard J Kerr
and Jack E. Nelson. In addition to being Independent Trustees as defined above,
each of these trustees also meets the additional independence requirements for
nominating committee members as defined by the New York Stock Exchange, American
Stock Exchange and Chicago Stock Exchange listing standards. Each governance
committee identifies individuals qualified to serve as Independent Trustees on
its Board and on committees of the Board, advises its Board with respect to
Board composition, procedures and committees, develops and recommends to its
Board a set of corporate governance principles applicable to the Fund, monitors
corporate governance matters and makes recommendations to its Board, and acts as
the administrative committee with respect to Board policies and procedures,
committee policies and procedures and codes of ethics. The Independent

                                       S-12
<PAGE>


Trustees of each Fund select and nominate any other nominee Independent Trustees
for each Fund. While the Independent Trustees of each Fund expect to be able to
continue to identify from their own resources an ample number of qualified
candidates for each Board of Trustees as they deem appropriate, they will
consider nominations from shareholders to each Board. Nominations from
shareholders should be in writing and sent to the Independent Trustees of the
Funds at the Funds' offices at 1221 Avenue of the Americas, New York, New York
10020 or directly to the Independent Trustees at the address specified above for
each trustee.


     During each Fund's last fiscal year, each Board of Trustees held 16
meetings. During each Fund's last fiscal year, the audit committee of each Board
held five meetings, the brokerage and services committee of each Board held four
meetings and the governance committee of each Board held five meetings.

SHARE OWNERSHIP

     Excluding any deferred compensation balances as described in the
Compensation Table, as of December 31, 2004, the most recently completed
calendar year prior to the date of this Statement of Additional Information,
each trustee of New York Quality Municipal Trust, New York Value Municipal
Income Trust and the Acquiring Fund beneficially owned equity securities of each
such Fund and of all of the funds in the Fund Complex overseen by the trustee in
the dollar range amounts specified below.

                2004 TRUSTEE BENEFICIAL OWNERSHIP OF SECURITIES

INDEPENDENT TRUSTEES

<Table>
<Caption>
                                                                              TRUSTEE
                                     -----------------------------------------------------------------------------------------
                                       ARCH    CHOATE   DAMMEYER   HEAGY    KENNEDY    KERR    NELSON   SONNENSCHEIN  WOOLSEY
                                     --------  -------  --------  --------  --------  -------  -------  ------------  --------
<S>                                  <C>       <C>      <C>       <C>       <C>       <C>      <C>      <C>           <C>
Dollar range of equity securities
 in New York Quality Municipal
 Trust.............................    none     none      none      none      none     none     none        none        none
Dollar range of equity securities
 in New York Value Municipal Income
 Trust.............................    none     none      none      none      none     none     none        none        none
Dollar range of equity securities
 in the Acquiring Fund.............    none     none      none      none      none     none     none        none        none
Aggregate dollar range of equity
 securities in all registered
 investment companies overseen by
 trustee in the Fund Complex.......  $50,001-    $1-      over    $50,001-    over      $1-      $1-      $10,001-    $10,001-
                                     $100,000  $10,000  $100,000  $100,000  $100,000  $10,000  $10,000    $50,000     $50,000
</Table>

INTERESTED TRUSTEES

<Table>
<Caption>
                                                                        TRUSTEE
                                                              ----------------------------
                                                               MERIN     POWERS    WHALEN
                                                              --------  --------  --------
<S>                                                           <C>       <C>       <C>
Dollar range of equity securities in New York Quality
 Municipal Trust............................................    none      none      none
Dollar range of equity securities in New York Value
 Municipal Income Trust.....................................    none      none      none
Dollar range of equity securities in the Acquiring Fund.....    none      none      none
Aggregate dollar range of equity securities in all
 registered investment companies overseen by trustee in the
 Fund Complex...............................................    over      over      over
                                                              $100,000  $100,000  $100,000
</Table>

                                       S-13
<PAGE>

     Including deferred compensation balances (which are amounts deferred and
thus retained by the Funds as described in the Compensation Table), as of
December 31, 2004, the most recently completed calendar year prior to the date
of this Statement of Additional Information, each trustee of the Fund had in the
aggregate, combining beneficially owned equity securities and deferred
compensation of the Fund and of all of the funds in the Fund Complex overseen by
the trustee, the dollar range of amounts specified below.

          2004 TRUSTEE BENEFICIAL OWNERSHIP AND DEFERRED COMPENSATION

INDEPENDENT TRUSTEES

<Table>
<Caption>
                                                                            TRUSTEE
                                  --------------------------------------------------------------------------------------------
                                    ARCH     CHOATE   DAMMEYER   HEAGY    KENNEDY     KERR     NELSON   SONNENSCHEIN  WOOLSEY
                                  --------  --------  --------  --------  --------  --------  --------  ------------  --------
<S>                               <C>       <C>       <C>       <C>       <C>       <C>       <C>       <C>           <C>
Dollar range of equity
 securities and deferred
 compensation in New York
 Quality Municipal Trust........    none      none      none      none      none      none      none        none        none
Dollar range of equity
 securities and deferred
 compensation in New York Value
 Municipal Income Trust.........    none      none      none      none      none      none      none        none        none
Dollar range of equity
 securities and deferred
 compensation in the Acquiring
 Fund...........................    none      none      none      none      none      none      none        none        none
Aggregate dollar range of equity
 securities and deferred
 compensation in all registered
 investment companies overseen
 by trustee in Fund Complex.....  $50,001-    over      over      over      over      over      over        over      $10,000-
                                  $100,000  $100,000  $100,000  $100,000  $100,000  $100,000  $100,000    $100,000    $50,001
</Table>

INTERESTED TRUSTEES

<Table>
<Caption>
                                             TRUSTEE
                                  ------------------------------
                                   MERIN      POWERS     WHALEN
                                   -----      ------     ------
<S>                               <C>        <C>        <C>
Dollar range of equity
 securities and deferred
 compensation in New York
 Quality Municipal Trust........    none       none       none
Dollar range of equity
 securities and deferred
 compensation in New York Value
 Municipal Income Trust.........    none       none       none
Dollar range of equity
 securities and deferred
 compensation in the Acquiring
 Fund...........................    none       none       none
Aggregate dollar range of equity
 securities and deferred
 compensation in all registered
 investment companies overseen
 by trustee in the Fund
 Complex........................    over       over       over
                                  $100,000   $100,000   $100,000
</Table>

                         INVESTMENT ADVISORY AGREEMENT

     Each Fund and the Adviser are parties to an investment advisory agreement
(each an "Advisory Agreement"). Under each Advisory Agreement, a Fund retains
the Adviser to manage the investment of such Fund's assets, including the
placing of orders for the purchase and sale of portfolio securities. The Adviser
obtains and evaluates economic, statistical and financial information to
formulate strategy and implement such Fund's investment objective. The Adviser
also furnishes offices, necessary facilities and equipment, provides
administrative services to such Fund, renders periodic reports to such Fund's
Board of Trustees and permits its officers and employees to serve without
compensation as trustees or officers of such Fund if elected to such positions.
A Fund, however, bears the costs of its day-to-day operations, including auction
agent fees, fees for broker-dealers participating in auctions of such Fund's
APS, custodian fees, legal and independent registered public accounting firm
fees, the costs of reports and proxies to shareholders,

                                       S-14
<PAGE>

compensation of trustees of such Fund (other than those who are affiliated
persons of Van Kampen Investments, the Adviser or the Administrator) and all
other ordinary business expenses not specifically assumed by the Adviser. Each
Advisory Agreement also provides that the Adviser shall not be liable to a Fund
for any actions or omissions in the absence of willful misfeasance, bad faith,
negligence or reckless disregard of its obligations and duties under such
Advisory Agreement.

     Each Advisory Agreement may be continued from year to year if specifically
approved at least annually (a)(i) by a Fund's Board of Trustees or (ii) by a
vote of a majority of a Fund's outstanding voting securities and (b) by a vote
of a majority of the trustees who are not parties to the agreement or interested
persons of any such party by votes cast in person at a meeting called for such
purpose. Each Advisory Agreement provides that it shall terminate automatically
if assigned and that it may be terminated without penalty by either party on 60
days' written notice.

     In approving each Advisory Agreement, the Board of Trustees of each Fund,
including the non-interested trustees, considered the nature, quality and scope
of the services provided by the Adviser, the performance, fees and expenses of a
Fund compared to other similar investment companies, the Adviser's expenses in
providing the services and the profitability of the Adviser and its affiliated
companies. The Board of Trustees of each Fund also reviewed the benefit to the
Adviser of receiving research paid for by Fund assets and the propriety of such
an arrangement and evaluated other benefits the Adviser derives from its
relationship with a Fund. The Board of Trustees of each Fund considered the
extent to which any economies of scale experienced by the Adviser are shared
with a Fund's shareholders, and the propriety of existing and alternative
breakpoints in a Fund's advisory fee schedule. The Board of Trustees of each
Fund considered comparative advisory fees of a Fund and other investment
companies at different asset levels. The Board of Trustees of each Fund reviewed
reports from third parties about the foregoing factors and considered changes,
if any, in such items since its previous approval. The Board of Trustees of each
Fund discussed the financial strength of the Adviser and its affiliated
companies and the capability of the personnel of the Adviser. The Board of
Trustees of each Fund reviewed the statutory and regulatory requirements for
approval of advisory agreements. The Board of Trustees of each Fund, including
the non-interested trustees, evaluated all of the foregoing and determined, in
the exercise of its business judgment, that approval of each Advisory Agreement
was in the best interests of the respective Fund and its shareholders.

ADVISORY FEES

<Table>
<Caption>
                                                       FISCAL YEAR ENDED OCTOBER 31,
                                                     ----------------------------------
                                                       2004        2003         2002
                                                     --------   ----------   ----------
<S>                                                  <C>        <C>          <C>
The Adviser received the approximate advisory fees
  from each Fund as follows:
  New York Quality Municipal Trust.................  $841,887   $  848,311   $  849,964
  New York Value Municipal Income Trust............   667,539      665,907      650,649
  Acquiring Fund...................................   994,729    1,008,570    1,000,155
</Table>

                                       S-15
<PAGE>

                                OTHER AGREEMENTS


ADMINISTRATIVE SERVICES AGREEMENT



     Each Fund was a party to an administrative services agreement. The
administrative services provided by the Administrator to each Fund included
record keeping and reporting responsibilities with respect to each Fund's
portfolio and preferred shares and providing certain services to shareholders.
Prior to May 14, 2002, each Fund paid the Administrator a monthly administrative
services fee at the annual rate of 0.20% of the average net assets of each Fund.
Prior to June 1, 2004, each Fund paid the Administrator a monthly administrative
services fee at the annual rate of 0.05% of the average net assets of each Fund.
Effective June 1, 2004, the administrative services fee was reduced from 0.05%
to 0.00%. The administrative services agreement for each Fund was terminated
effective May 26, 2005.



ADMINISTRATIVE SERVICES FEES



<Table>
<Caption>
                                                           FISCAL YEAR ENDED OCTOBER 31,
                                                          -------------------------------
                                                            2004       2003       2002
                                                          --------   --------   ---------
<S>                                                       <C>        <C>        <C>
Van Kampen Funds Inc. received the approximate
  administrative services fees from each Fund as
  follows:
  New York Quality Municipal Trust......................  $41,028    $70,692    $183,502
  New York Value Municipal Income Trust.................   32,501     55,490     140,357
  Acquiring Fund........................................   48,501     84,047     215,806
</Table>


ACCOUNTING SERVICES AGREEMENT

     Each Fund has entered into an accounting services agreement pursuant to
which the Adviser provides accounting services to each Fund supplementary to
those provided by the custodian. Such services are expected to enable each Fund
to more closely monitor and maintain its accounts and records. Each Fund pays
all costs and expenses related to such services, including all salary and
related benefits of accounting personnel, as well as the overhead and expenses
of office space and the equipment necessary to render such services. Each Fund
shares together with the other Van Kampen funds in the cost of providing such
services with 25% of such costs shared proportionately based on the respective
number of classes of securities issued per fund and the remaining 75% of such
costs based proportionately on the respective net assets per fund.

ACCOUNTING SERVICES FEES

<Table>
<Caption>
                                                           FISCAL YEAR ENDED OCTOBER 31,
                                                           ------------------------------
                                                             2004       2003       2002
                                                           --------   --------   --------
<S>                                                        <C>        <C>        <C>
The Adviser received the approximate accounting services
  fees from each Fund as follows:
  New York Quality Municipal Trust.......................  $14,216    $15,339    $15,794
  New York Value Municipal Income Trust..................   13,346     13,899     15,257
  Acquiring Fund.........................................   15,373     16,397      8,201
</Table>

                                       S-16
<PAGE>

LEGAL SERVICES AGREEMENT

     Each Fund and certain other Van Kampen funds have entered into legal
services agreements pursuant to which Van Kampen Investments provides legal
services, including without limitation, accurate maintenance of each fund's
minute books and records, preparation and oversight of each fund's regulatory
reports and other information provided to shareholders, as well as responding to
day-to-day legal issues on behalf of the funds. Payment by the funds for such
services is made on a cost basis for the salary and salary-related benefits,
including but not limited to bonuses, group insurance and other regular wages
for the employment of personnel. Of the total costs for legal services provided
to the funds, one half of such costs are allocated equally to each fund and the
remaining one half of such costs are allocated to specific funds based on
monthly time records.

LEGAL SERVICES FEES

<Table>
<Caption>
                                                           FISCAL YEAR ENDED OCTOBER 31,
                                                           ------------------------------
                                                             2004       2003       2002
                                                           --------   --------   --------
<S>                                                        <C>        <C>        <C>
Van Kampen Investments received the approximate legal
  services fees from each Fund as follows:
  New York Quality Municipal Trust.......................  $13,095    $13,794    $10,565
  New York Value Municipal Income Trust..................   13,303     13,349      9,884
  Acquiring Fund.........................................   13,838     13,633     10,630
</Table>

                                FUND MANAGEMENT

OTHER ACCOUNTS MANAGED BY THE PORTFOLIO MANAGERS


     As of October 31, 2004, Dennis Pietrzak managed 16 registered investment
companies with a total of approximately $4.4 billion in assets; 0 pooled
investment vehicles other than registered investment companies; and 0 other
accounts.



     As of October 31, 2004, Robert Wimmel managed 36 registered investment
companies with a total of approximately $11.0 billion in assets; 0 pooled
investment vehicles other than registered investment companies; and 0 other
accounts.



     As of October 31, 2004, John R. Reynoldson managed 33 registered investment
companies with a total of approximately $7.8 billion in assets; 0 pooled
investment vehicles other than registered investment companies; and 0 other
accounts.


     Because the portfolio managers manage assets for other investment
companies, pooled investment vehicles, and/or other accounts (including
institutional clients, pension plans and certain high net worth individuals),
there may be an incentive to favor one client over another resulting in
conflicts of interest. For instance, the Adviser may receive fees from certain
accounts that are higher than the fee it receives from the Funds, or it may
receive a performance-based fee on certain accounts. In those instances, the
portfolio managers may have an incentive to favor the higher and/or
performance-based fee accounts over the Funds. The portfolio managers of the
Funds do not currently manage assets for other investment companies, pooled
investment vehicles or other accounts that charge a performance fee. The Adviser
has adopted trade allocation and other policies and procedures that it believes
are reasonably designed to address these and other conflicts of interest.

                                       S-17
<PAGE>

PORTFOLIO MANAGER COMPENSATION STRUCTURE

     Portfolio managers receive a combination of base compensation and
discretionary compensation, comprised of a cash bonus and several deferred
compensation programs described below. The methodology used to determine
portfolio manager compensation is applied across all accounts managed by the
portfolio manager.

     BASE SALARY COMPENSATION.  Generally, portfolio managers receive base
salary compensation based on the level of their position with the Adviser.

     DISCRETIONARY COMPENSATION.  In addition to base compensation, portfolio
managers may receive discretionary compensation.

     Discretionary compensation can include:

     - Cash Bonus;

     - Morgan Stanley's Equity Incentive Compensation Program (EICP) awards -- a
       mandatory program that defers a portion of discretionary year-end
       compensation into restricted stock units or other awards based on Morgan
       Stanley common stock that are subject to vesting and other conditions;

     - Investment Management Deferred Compensation Plan (IMDCP) awards -- a
       mandatory program that defers a portion of discretionary year-end
       compensation and notionally invests it in designated funds advised by the
       Adviser or its affiliates. The award is subject to vesting and other
       conditions. Portfolio managers must notionally invest a minimum of 25% to
       a maximum of 50% of the IMDCP deferral into a combination of the
       designated funds they manage that are included in the IMDCP fund menu;

     - Select Employees' Capital Accumulation Program (SECAP) awards -- a
       voluntary program that permits employees to elect to defer a portion of
       their discretionary year-end compensation and notionally invest the
       deferred amount across a range of designated investment funds, including
       funds advised by the Adviser or its affiliates, and

     - Voluntary Equity Incentive Compensation Program (VEICP) awards -- a
       voluntary program that permits employees to elect to defer a portion of
       their discretionary year-end compensation to invest in Morgan Stanley
       stock units.

     Several factors determine discretionary compensation, which can vary by
portfolio management team and circumstances. In order of relative importance,
these factors include:

     - Investment performance. A portfolio manager's compensation is linked to
       the pre-tax investment performance of the accounts managed by the
       portfolio manager. Investment performance is calculated for one-, three-
       and five-year periods measured against a fund's primary benchmark (as set
       forth in the fund's prospectus), indices and/or peer groups. Generally,
       the greatest weight is placed on the three- and five-year periods.

     - Revenues generated by the investment companies, pooled investment
       vehicles and other accounts managed by the portfolio manager.

                                       S-18
<PAGE>

     - Contribution to the business objectives of the Adviser.

     - The dollar amount of assets managed by the portfolio manager.

     - Market compensation survey research by independent third parties.

     - Other qualitative factors, such as contributions to client objectives.

     - Performance of Morgan Stanley and Morgan Stanley Investment Management,
       and the overall performance of the Global Investor Group, a department
       within Morgan Stanley Investment Management that includes all investment
       professionals.

     Occasionally, to attract new hires or to retain key employees, the total
amount of compensation will be guaranteed in advance of the fiscal year end
based on current market levels. In limited circumstances, the guarantee may
continue for more than one year. The guaranteed compensation is based on the
same factors as those comprising overall compensation described above.

SECURITIES OWNERSHIP OF PORTFOLIO MANAGERS


     As of each Fund's fiscal year end, none of the portfolio managers owned
equity securities in any of the Funds.


                                 CODE OF ETHICS

     The Funds, the Adviser, and the Administrator have adopted a Code of Ethics
(the "Code of Ethics") that sets forth general and specific standards relating
to the securities trading activities of their employees. The Code of Ethics does
not prohibit employees from acquiring securities that may be purchased or held
by the Funds, but is intended to ensure that all employees conduct their
personal transactions in a manner that does not interfere with the portfolio
transactions of the Funds or other Van Kampen funds, or that such employees take
unfair advantage of their relationship with the Funds. Among other things, the
Code of Ethics prohibits certain types of transactions absent prior approval,
imposes various trading restrictions (such as time periods during which personal
transactions may or may not be made) and requires quarterly reporting of
securities transactions and other reporting matters. All reportable securities
transactions and other required reports are to be reviewed by appropriate
personnel for compliance with the Code of Ethics. Additional restrictions apply
to portfolio managers, traders, research analysts and others who may have access
to nonpublic information about the trading activities of the Funds or other Van
Kampen funds or who otherwise are involved in the investment advisory process.
Exceptions to these and other provisions of the Code of Ethics may be granted in
particular circumstances after review by appropriate personnel.

                PORTFOLIO TRANSACTIONS AND BROKERAGE ALLOCATION

     The Adviser is responsible for decisions to buy and sell securities for the
Funds, the selection of brokers and dealers to effect the transactions and the
negotiation of prices and any brokerage commissions on such transactions. While
the Adviser will be primarily

                                       S-19
<PAGE>

responsible for the placement of each Fund's portfolio business, the policies
and practices in this regard are subject to review by each Fund's Board of
Trustees.

     As most transactions made by a Fund are principal transactions at net
prices, a Fund generally incurs little or no brokerage costs. The portfolio
securities in which a Fund invests are normally purchased directly from the
issuer or in the over-the-counter market from an underwriter or market maker for
the securities. Purchases from underwriters of portfolio securities include a
commission or concession paid by the issuer to the underwriter and purchases
from dealers serving as market makers include a spread or markup to the dealer
between the bid and asked price. Sales to dealers are effected at bid prices. A
Fund may also purchase certain money market instruments directly from an issuer,
in which case no commissions or discounts are paid, or may purchase and sell
listed securities on an exchange, which are effected through brokers who charge
a commission for their services.

     The Adviser is responsible for placing portfolio transactions and does so
in a manner deemed fair and reasonable to each Fund and not according to any
formula. The primary consideration in all portfolio transactions is prompt
execution of orders in an effective manner at the most favorable price. In
selecting broker-dealers and in negotiating prices and any brokerage commissions
on such transactions, the Adviser considers the firm's reliability, integrity
and financial condition and the firm's execution capability, the size and
breadth of the market for the security, the size of and difficulty in executing
the order, and the best net price. There are many instances when, in the
judgment of the Adviser, more than one firm can offer comparable execution
services. In selecting among such firms, consideration may be given to those
firms which supply research and other services in addition to execution
services. The Adviser is authorized to pay higher commissions to brokerage firms
that provide it with investment and research information than to firms which do
not provide such services if the Adviser determines that such commissions are
reasonable in relation to the overall services provided. No specific value can
be assigned to such research services which are furnished without cost to the
Adviser. Since statistical and other research information is only supplementary
to the research efforts of the Adviser and still must be analyzed and reviewed
by its staff, the receipt of research information is not expected to reduce its
expenses materially. The investment advisory fee is not reduced as a result of
the Adviser's receipt of such research services. Services provided may include
(a) furnishing advice as to the value of securities, the advisability of
investing in, purchasing or selling securities, and the availability of
securities or purchasers or sellers of securities; (b) furnishing analyses and
reports concerning issuers, industries, securities, economic factors and trends,
portfolio strategy, and the performance of accounts; and (c) effecting
securities transactions and performing functions incidental thereto (such as
clearance, settlement and custody). Research services furnished by firms through
which a Fund effects its securities transactions may be used by the Adviser in
servicing all of its advisory accounts; not all of such services may be used by
the Adviser in connection with a Fund.

     The Adviser also may place portfolio transactions, to the extent permitted
by law, with brokerage firms affiliated with a Fund and the Adviser if it
reasonably believes that the quality of execution and the commission are
comparable to that available from other qualified firms.

                                       S-20
<PAGE>

     The Adviser may place portfolio transactions at or about the same time for
other advisory accounts, including other investment companies. The Adviser seeks
to allocate portfolio transactions equitably whenever concurrent decisions are
made to purchase or sell securities for a Fund and another advisory account. In
some cases, this procedure could have an adverse effect on the price or the
amount of securities available to a Fund. In making such allocations among a
Fund and other advisory accounts, the main factors considered by the Adviser are
the respective sizes of such Fund and other advisory accounts, the respective
investment objectives, the relative size of portfolio holdings of the same or
comparable securities, the availability of cash for investment, the size of
investment commitments generally held and opinions of the persons responsible
for recommending the investment.

     Certain broker-dealers, through which a Fund may effect securities
transactions, are affiliated persons (as defined in the 1940 Act) of a Fund or
affiliated persons of such affiliates, including Morgan Stanley or its
subsidiaries. Each Fund's Board of Trustees has adopted certain policies
incorporating the standards of Rule 17e-1 issued by the SEC under the 1940 Act
which require that the commissions paid to affiliates of the Fund must be
reasonable and fair compared to the commissions, fees or other remuneration
received or to be received by other brokers in connection with comparable
transactions involving similar securities during a comparable period of time.
The rule and procedures also contain review requirements and require the Adviser
to furnish reports to the trustees and to maintain records in connection with
such reviews. After consideration of all factors deemed relevant, the trustees
will consider from time to time whether the advisory fee for each Fund will be
reduced by all or a portion of the brokerage commission paid to affiliated
brokers.

     Unless otherwise disclosed below, the Funds paid no commissions to
affiliated brokers during the last three fiscal years. The Funds paid the
following commissions to brokers during the fiscal years shown:

<Table>
<Caption>
                                                           AFFILIATED BROKERS
                                           ALL BROKERS   MORGAN STANLEY DW INC.
                                           -----------   ----------------------
<S>                                        <C>           <C>
NEW YORK QUALITY MUNICIPAL TRUST
  Commissions Paid:
     Fiscal year ended October 31,
       2004..............................      -0-                -0-
     Fiscal year ended October 31,
       2003..............................      -0-                -0-
     Fiscal year ended October 31,
       2002..............................      -0-                -0-
NEW YORK VALUE MUNICIPAL INCOME TRUST
  Commissions Paid:
     Fiscal year ended October 31,
       2004..............................      -0-                -0-
     Fiscal year ended October 31,
       2003..............................      -0-                -0-
     Fiscal year ended October 31,
       2002..............................      -0-                -0-
ACQUIRING FUND
  Commissions Paid:
     Fiscal year ended October 31,
       2004..............................      -0-                -0-
     Fiscal year ended October 31,
       2003..............................      -0-                -0-
     Fiscal year ended October 31,
       2002..............................      -0-                -0-
</Table>

                                       S-21
<PAGE>


     During the fiscal year ended October 31, 2004, none of the Funds paid
brokerage commissions to brokers selected primarily on the basis of research
services provided to the Adviser.


                             ADDITIONAL INFORMATION
           RELATING TO AUCTION PREFERRED SHARES OF THE ACQUIRING FUND


     The following is a brief description of the terms of the Acquiring Fund APS
prior to the completion of the Reorganizations. The Acquiring Fund is referred
to throughout this section as the "Fund." This description does not purport to
be complete and is subject to and qualified in its entirety by reference to the
Fund's Declaration of Trust, including the Certificate of Vote establishing and
fixing the rights and preferences of the APS, attached hereto as Appendix C (the
"Certificate of Vote" and, together with the Fund's Declaration of Trust, the
"APS Provisions"). For purposes of this section, capitalized terms not otherwise
defined herein have the meanings ascribed to them in the Certificate of Vote.
APS issued in connection with the Reorganizations will be governed by the
Certificate of Vote of the Acquiring Fund, which, upon completion of the
Reorganizations, will be amended to reflect the creation of new series and the
issuance of additional APS.


GENERAL

     The Declaration of Trust currently authorizes the issuance of an unlimited
number of common shares and 100,000,000 preferred shares of beneficial interest,
par value $.01 per share (which may be issued from time to time in such series
and with such designations, preferences and other rights, qualifications,
limitations and restrictions as are determined in a resolution of the Board of
Trustees of the Fund). Under the APS Provisions, the Fund is currently
authorized to issue up to 2,400 APS. All shares of each series of APS will have
a liquidation preference of $25,000 per share plus an amount equal to
accumulated but unpaid dividends (whether or not earned or declared). The shares
of each series of APS will rank on a parity with shares of any other series of
Preferred Shares (including any other series of APS) as to the payment of
dividends and the distribution of assets upon liquidation. So long as either
Moody's or S&P is rating the shares of any series of APS, the Fund may, without
the vote of the holders of APS, issue additional series of Preferred Shares,
including APS, subject to applicable provisions of the 1940 Act and to
continuing compliance with the 1940 Act APS Asset Coverage and the APS Basic
Maintenance Amount, provided that (1) any such additional series ranks on a
parity with the then Outstanding APS as to the payment of dividends and the
distribution of assets upon liquidation and (2) the Fund obtains written
confirmation from Moody's or S&P, or both, as the case may be, that the issuance
of any such additional series would not impair the rating then assigned by such
rating agency to the APS.

DIVIDENDS AND DIVIDEND PERIODS

     Dividends on shares of each series of APS will accumulate at the Applicable
Rate per annum will be payable, when, as and if declared by the Board of
Trustees of the Fund out of funds legally available therefor. Dividend Periods
shall be 7 days for each series of APS. The Fund, subject to certain conditions,
may designate any Dividend Period as a Special

                                       S-22
<PAGE>

Dividend Period, which shall be such number of consecutive days or whole years
as the Board of Trustees shall specify, subject to certain exceptions.

     Dividends will be paid through the Securities Depository (The Depository
Trust Company or any successor) on each Dividend Payment Date in accordance with
its normal procedures, which now provide for it to distribute dividends in
next-day funds to Agent Members, who in turn are expected to distribute such
dividend payments to the persons for whom they are acting as agents. Each of the
initial Broker Dealers, however, has indicated to the Fund that such
Broker-Dealer or one of its affiliates will make such dividend payments
available in same-day funds on each Dividend Payment Date to customers that use
such Broker-Dealer or such affiliate as Agent Member.

     For each Dividend Period, the dividend rate for shares of each series of
APS will be the Applicable Rate per annum that the Auction Agent (Bankers Trust
Company or any successor) advises the Fund results from an Auction, except as
provided below. The dividend rate that results from an Auction for a series of
APS will not be greater than the Maximum Rate, which is:

          (i) in the case of any Auction Date which is not the Auction Date
     immediately prior to the first day of any proposed Special Dividend Period,
     the product of (1) the "AA" Composite Commercial Paper Rate on such Auction
     Date for the next Rate Period of such series and (2) the Applicable
     Percentage on such Auction Date, unless such series of APS has or had a
     Special Dividend Period (other than a Special Dividend Period of 28 days or
     less) and an Auction at which Sufficient Clearing Bids existed has not yet
     occurred for a Minimum Dividend Period for such series (28 days for each
     series of APS) after such Special Dividend Period, in which case the higher
     of:

             (A) the dividend rate on shares of such series of APS for the
        then-ending Rate Period, and

             (B) the product of (x) the higher of (I) the "AA" Composite
        Commercial Paper Rate on such Auction Date for the then-ending Rate
        Period of such series, if such Rate Period is less than one year, or the
        Treasury Rate on such Auction Date for such Rate Period, if such Rate
        Period is one year or longer, and (II) the "AA" Composite Commercial
        Paper Rate on such Auction Date for such Special Dividend Period of such
        series, if such Special Dividend Period is less than one year, or the
        Treasury Rate on such Auction Date for such Special Dividend Period, if
        such Special Dividend Period is one year or longer and (y) the
        Applicable Percentage on such Auction Date; or

          (ii) in the case of any Auction Date which is the Auction Date
     immediately prior to the first day of any proposed Special Dividend Period
     of more than 28 days, the product of (1) the highest of (x) the "AA"
     Composite Commercial Paper Rate on such Auction Date for the then-ending
     Rate Period of such series, if such Rate Period is less than one year, or
     the Treasury Rate on such Auction Date for such Rate Period, if such Rate
     Period is one year or longer, (y) the "AA" Composite Commercial Paper Rate
     on such Auction Date for the Special Dividend Period of such series for
     which the Auction is being held if such Special Dividend Period is less
     than one year or the Treasury Rate on such Auction Date for the Special
     Dividend Period for which the Auction is being held if such Special
     Dividend Period is one

                                       S-23
<PAGE>

     year or longer, and (z) the "AA" Composite Commercial Paper Rate on such
     Auction Date for a Minimum Dividend Period and (2) the Applicable
     Percentage on such Auction Date.

     The applicable "AA" Composite Commercial Paper Rates and Treasury Rates
will be the rates announced on such Auction Date for the Business Day
immediately prior to such Auction Date.

     The "Applicable Percentage" will be a percentage, determined as set forth
below, based on the prevailing rating of the APS in effect at the close of
business on the Business Day next preceding such Auction Date:

<Table>
<Caption>
                                                             APPLICABLE
PREVAILING RATING                                            PERCENTAGE
- -----------------                                            ----------
<S>                                                          <C>
"aa3"/AA- or higher.......................................      110%
"a3"/A-...................................................      125%
"baa3"/BBB-...............................................      150%
"ba3"/BB-.................................................      200%
Below "ba3"/BB-...........................................      250%
</Table>

provided, however, that in the event the Fund has notified the Auction Agent of
its intent to allocate income that is taxable for federal income tax purposes to
the APS prior to any Auction, for purposes of determining the Maximum Rate with
respect to such Auction the Applicable Percentage in the foregoing table shall
be divided by the quantity 1 minus the maximum marginal regular federal
individual income tax rate applicable to ordinary income or the maximum marginal
regular federal corporate income tax rate, whichever is greater; provided,
however, that the Applicable Percentage shall be divided in the foregoing manner
only to the extent that the portion of the dividend on the APS for such Rate
Period that represents the allocation of taxable income to the APS. If the APS
are rated by only one rating agency, such rating will be the prevailing rating.
If the ratings for the APS are split between two of the foregoing categories,
the lower rating will determine the prevailing rating.

     If an Auction for any Dividend Period of any series of APS is not held for
any reason or if the Fund fails to pay in a timely manner to the Auction Agent
the full amount of any dividend on, or Redemption Price of, shares of any series
of APS and such failure has not been cured as set forth below prior to any
succeeding Dividend Period thereof, then, subject to the next paragraph, the
dividend rate on the shares of such series for any such Dividend Period will be
the Maximum Rate for such series on the Auction Date for such Dividend Period.

     If the Fund fails to pay in a timely manner to the Auction Agent the full
amount of any dividend on, or the Redemption Price of, any shares of any series
of APS during any Rate Period thereof (other than any Special Dividend Period
consisting of four or more Dividend Periods or any Rate Period succeeding any
Special Dividend Period consisting of four or more Dividend Periods during which
such a failure occurred that has not been cured), and, prior to 12:00 Noon on
the third Business Day next succeeding the date on which such failure occurred,
such failure shall not have been cured or the Fund shall not have paid a late
charge, then Auctions for such series will be suspended until such failure

                                       S-24
<PAGE>

is so cured and the dividend rate for such shares of APS for each Dividend
Period thereof commencing after such failure to and including the Dividend
Period, if any, during which such failure is so cured shall be a rate per annum
equal to the Maximum Rate on the Auction Date for each such Dividend Period (but
with the prevailing rating for such shares, for purposes of determining such
Maximum Rate, being deemed to be "Below "ba3"/BB-"). If the Fund fails to pay in
a timely manner to the Auction Agent the full amount of any dividend on, or the
Redemption Price of, any shares of any series of APS during a Special Dividend
Period thereof consisting of four or more Dividend Periods, or during any
Dividend Period thereof succeeding any Special Dividend Period consisting of
four or more Dividend Periods during which such a failure occurred that has not
been cured, and such failure shall not have been cured, then Auctions for such
series will be suspended until such failure is so cured and the dividend rate
for such shares of APS for each Dividend Period thereof commencing after such
failure to and including the Dividend Period, if any, during which such failure
is so cured shall be a rate per annum equal to the Maximum Rate on the Auction
Date for each such Dividend Period (but with the prevailing rating for such
shares, for purposes of determining such Maximum Rate, being deemed to be "Below
"ba3"/BB-").

     The Fund, at its option, may designate any succeeding Dividend Period of
any series of APS as a Special Dividend Period which shall consist of such
number of days or whole years as the Board of Trustees shall specify; provided,
however, that such designation shall be effective only if (i) notice thereof
shall have been given as provided in the APS Provisions, (ii) any failure to pay
in a timely manner to the Auction Agent the full amount of any dividend on, or
the Redemption Price of, shares of such series of APS shall have been cured
(iii) Sufficient Clearing Bids for such series shall have existed in an Auction
held on the Auction Date immediately preceding the first day of such proposed
Special Dividend Period, (iv) if the Fund shall have mailed a notice of
redemption with respect to any shares of such series, the Redemption Price with
respect to such shares shall have been deposited with the Auction Agent, and (v)
in the event the Fund wishes to designate any succeeding Dividend Period for
such series as a Special Dividend Period consisting of more than 28 days, the
Fund has received written confirmation from S&P (if S&P is then rating the APS)
and Moody's (if Moody's is then rating the APS) that such designation would not
affect the rating then assigned by S&P to such series.

     If the Fund retroactively allocates any net capital gains or other income
taxable for federal income tax purposes to the APS without having given advance
notice thereof to the Auction Agent by reason of the fact that such allocation
is made as a result of (i) the realization of net capital gains or other income
taxable for federal income tax purposes, (ii) the redemption of all or a portion
of the outstanding APS or (iii) the liquidation of the Fund (such allocation is
referred to herein as a "Retroactive Taxable Allocation"), the Fund will
simultaneously, if practicable, with such allocation but in no event later than
270 days after the end of the Fund's taxable year in which a Retroactive Taxable
Allocation is made, provide notice thereof to the Auction Agent and to each
holder of APS (initially Cede & Co. as nominee of DTC) during such taxable year
at such holder's address as the same appears or last appeared on the share books
of the Fund. The Fund will, within 30 days after such notice is given to the
Auction Agent, pay to the Auction Agent (who will then distribute to such
holders of shares of APS), out of funds legally available therefor, an amount
equal to the aggregate Additional Dividends (as defined

                                       S-25
<PAGE>

below) with respect to all Retroactive Taxable Allocations made to such holders
during the taxable year in question.

     "Additional Dividends" means payment to a Holder of APS of an amount which,
when taken together with the aggregate amount of Retroactive Taxable Allocations
made to such Holder with respect to the taxable year in question, would cause
such Holder's dividends in dollars (after federal income tax consequences as
described below) from the aggregate of both the Retroactive Taxable Allocations
and the Additional Dividends to be equal to the dollar amount of the dividends
which would have been received by such Holder if the amount of the aggregate
Retroactive Taxable Allocations would have been excludable from the gross income
of such Holder. State taxes imposed on the Additional Dividends, however, may
reduce the amount of after tax cash a holder would have had if there were no
Retroactive Taxable Allocation. Such Additional Dividends shall be calculated
(i) without consideration being given to the time value of money; (ii) assuming
that no holder of APS is subject to the federal alternative minimum tax with
respect to dividends received from the Fund; and (iii) assuming that each
Retroactive Taxable Allocation would be taxable in the hands of each holder of
APS at the maximum marginal regular federal individual income tax rate
applicable to ordinary income or net capital gains, as applicable, or the
maximum marginal regular federal corporate income tax rate, whichever is
greater, in effect during the taxable year in question.

THE AUCTIONS

     On each Auction Date for each series of APS (the Business Day prior to the
beginning of each Rate Period for such series), each Existing Holder may submit
Orders through a Broker-Dealer to the Auction Agent as follows:

<Table>
<S>           <C>
Hold Order:   indicating its desire to hold without regard to the
              Applicable Rate for the next Rate Period.
Bid:          indicating its desire to sell if the Applicable Rate for
              the next Rate Period is less than the rate specified in
              such Bid.
Sell Order:   indicating its desire to sell without regard to the
              Applicable Rate for the next Rate Period.
</Table>

     An Existing Holder may submit different types of Orders in an Auction with
respect to shares of APS then held by such Existing Holder. An Existing Holder
that offers to purchase additional shares of APS is, for purposes of such offer,
treated as a Potential Holder as described below. Bids of Existing Holders with
rates higher than the Maximum Rate on the Auction Date will be treated as Sell
Orders. A Hold Order will be deemed to have been submitted on behalf of an
Existing Holder if an Order is not submitted on behalf of such Existing Holder
for any reason, including the failure of a Broker-Dealer to submit such Existing
Holder's Order to the Auction Agent.

     Potential Holders of shares of any series of APS may submit Bids in which
they will offer to purchase shares of such series of APS if the Applicable Rate
for the next Rate Period is not less than the rate specified in such Bid. A Bid
by a Potential Holder specifying a rate higher than the Maximum Rate will not be
accepted.

     In normal circumstances, whenever the Fund intends to include any net
capital gains or other income that is taxable for federal income tax purposes in
any dividend on shares

                                       S-26
<PAGE>

of any series of APS, the Fund will notify the Auction Agent of the amount to be
so included 15 days prior to the Auction Date on which the Applicable Rate for
such dividend is to be established. Whenever the Auction Agent receives such
notice from the Fund, it will in turn notify each Broker-Dealer, who, on or
prior to such Auction Date, in accordance with its Broker Dealer Agreement, will
notify its Existing Holders and Potential Holders believed by it to be
interested in submitting an Order in the Auction to be held on such Auction
Date.

     If Sufficient Clearing Bids exist (that is, the number of shares of a
particular series of APS subject to Bids by Potential Holders with rates equal
to or lower than the Maximum Rate is at least equal to the number of shares of
such series of APS subject to Sell Orders by Existing Holders), the Applicable
Rate for such series will be the lowest rate specified in the Submitted Bids
which, taking into account such rate and all lower rates bid by Existing Holders
and Potential Holders, would result in Existing Holders and Potential Holders
owning all the shares of such series of APS available for purchase in the
Auction. If Sufficient Clearing Bids do not exist, the Applicable Rate will be
the Maximum Rate on the Auction Date, and, in such event, Existing Holders that
have submitted Sell Orders may not be able to sell in such Auction all shares of
such series of APS subject to such Sell Orders. If all Existing Holders of
shares of such series of APS submit or are deemed to have submitted Hold Orders,
the Applicable Rate will be the product of (i) (I) the "AA" Composite Commercial
Paper Rate on such Auction Date for the Rate Period for which the Auction is
held, if such Rate Period is less than one year or (2) the Treasury Rate on such
Auction Date for such Rate Period, if such Rate Period is one year or longer and
(ii) 1 minus the maximum marginal regular federal individual income tax rate
applicable to ordinary income or the maximum marginal regular federal corporate
income tax rate, whichever is greater; provided, however, that if the Fund has
notified the Auction Agent of its intent to allocate to the APS in such Rate
Period any net capital gains or other income that is taxable for federal income
tax purposes, the Applicable Rate in respect of that portion of the dividend on
the APS for such Rate Period that represents the allocation of net capital gains
or other income taxable for Federal income tax purposes will be the rate
described in the preceding clause (i) (1) or (2), as applicable, without being
multiplied by the factor set forth in the preceding clause (ii).

     The Auction Procedures include a pro rata allocation of shares for purchase
and sale, which may result in an Existing Holder continuing to hold or selling,
or a Potential Holder purchasing, a number of shares of APS that is fewer than
the number of shares of APS specified in its Order.

     A Bid placed by an Existing Holder specifying a rate greater than the
Applicable Rate determined in the Auction or a Sell Order shall constitute an
irrevocable offer to sell the shares of such series of APS subject thereto, in
each case at a price per share equal to $25,000. A Bid placed by a Potential
Holder shall constitute an irrevocable offer to purchase the shares of such
series of APS subject thereto at a price per share equal to $25,000 if the rate
specified in such Bid is less than or equal to the Applicable Rate determined in
the Auction. Settlement of purchases and sales will be made on the next Business
Day (also a Dividend Payment Date) after the Auction Date through the Securities
Depository. Purchasers will make payment through their Agent Members in same-day
funds to the Securities Depository against delivery to their respective Agent
Members. The Securities Depository will make payment to the sellers' Agent
Members in

                                       S-27
<PAGE>

accordance with the Securities Depository's normal procedures, which now provide
for payment against delivery by their Agent Members in same-day funds.

ASSET MAINTENANCE

     Under the APS Provisions, the Fund must maintain (i) assets having in the
aggregate a Discounted Value at least equal to the APS Basic Maintenance Amount,
and (ii) 1940 Act APS Asset Coverage of at least 200%. The Discount Factors and
guidelines for calculating the Discounted Value of the Fund's portfolio for
purposes of determining whether the APS Basic Maintenance Amount has been
satisfied have been established by Moody's and S&P in connection with the Fund's
receipt of ratings on the shares of each series of APS on their Date of Original
Issue of "aaa" from Moody's and AAA from S&P. So long as any of the APS are
Outstanding and S&P is rating the APS, the Fund will be required under the APS
Provisions to maintain as of each Valuation Date certain Dividend Coverage
Assets with a value not less than the Dividend Coverage Amount (the "Minimum
Liquidity Level").

MANDATORY REDEMPTION

     If the APS Basic Maintenance Amount or the 1940 Act APS Asset Coverage is
not maintained or restored as specified, the APS will be subject to mandatory
redemption on a date specified by the Board of Trustees, out of funds legally
available therefor, at the redemption price of $25,000 per share plus an amount
equal to accumulated but unpaid dividends thereon (whether or not earned or
declared) to the date fixed for redemption. Any such redemption will be limited
to the number of APS necessary to restore the APS Basic Maintenance Amount or
the 1940 Act APS Asset Coverage, as the case may be.

OPTIONAL REDEMPTION

     Except as described in the APS Provisions, shares of each series of APS are
redeemable, in whole or in part, at the option of the Fund, on the next
succeeding scheduled Dividend Payment Date applicable to the shares of such
series of APS called for redemption, out of funds legally available therefor, at
the Optional Redemption Price of $25,000 per share plus (in the case of a
Special Dividend Period only) a premium, if any, resulting from the designation
of a Premium Call Period, plus an amount equal to dividends thereon (whether or
not earned or declared) accumulated but unpaid to the date fixed for redemption;
provided that during a Special Dividend Period of 365 days or more no share of
such series of APS will be subject to optional redemption during any Non-Call
Period to which such series of APS may be subject.

LIQUIDATION PREFERENCE

     The liquidation preference of the shares of each series of APS is $25,000
per share plus accumulated but unpaid dividends, if any, thereon (whether or not
earned or declared).

                                       S-28
<PAGE>

VOTING RIGHTS

     The 1940 Act requires that the holders of APS, voting as a separate class,
have the right to elect at least two Trustees at all times and to elect a
majority of the Trustees at any time that two years' dividends on the APS are
unpaid. The holders of APS will vote as a separate class or classes on certain
other matters as required under the APS Provisions, the 1940 Act and
Massachusetts law. In addition, each series of APS may vote as a separate series
under certain circumstances.

MASTER PURCHASER'S LETTER

     Each prospective purchaser of shares of any series of APS or its
Broker-Dealer will be required to sign and deliver a Master Purchaser's Letter
to the Auction Agent in which such prospective purchaser or its Broker-Dealer
will agree, among other things, that (i) dispositions of shares of such series
of APS may be made only pursuant to a Bid or a Sell Order placed in an Auction,
or to or through a Broker-Dealer or to a person that has delivered a signed
Master Purchaser's Letter to the Auction Agent, provided that in the case of all
transfers other than those pursuant to Auctions, the Existing Holder of the
shares so transferred, its Agent Member or its Broker-Dealer advises the Auction
Agent of such transfer, and (ii) ownership of shares of such series of APS will
be maintained in book entry form by the Securities Depository for the account of
such prospective purchaser's Agent Member, which in turn will maintain records
of such prospective purchaser's beneficial ownership.

     Each prospective purchaser should ask its Broker-Dealer whether such
prospective purchaser should sign a Master Purchaser's Letter. If the
Broker-Dealer submits Orders for such prospective purchaser listing the
Broker-Dealer as the Existing Holder or the Potential Holder, a Master
Purchaser's Letter signed by such prospective purchaser may not be required.

     Execution by a prospective purchaser or its Broker-Dealer of a Master
Purchaser's Letter is not a commitment to purchase shares of APS in the offering
being made by this Prospectus or in any Auction, but is a condition precedent to
such purchaser's purchasing shares of APS. In addition, acceptance of a Master
Purchaser's Letter is not a guarantee that shares of APS will be available for
purchase.

     The Broker-Dealers may maintain a secondary trading market in the APS
outside of Auctions. They have no obligation to do so, however, and there can be
no assurance that a secondary market for the APS will develop or, if it does
develop, that it will provide holders with liquidity of investment. The APS will
not be registered on any stock exchange or on the National Association of
Securities Dealers Automated Quotations system.

RATING AGENCY GUIDELINES

     The Fund intends that, so long as shares of any series of APS are
Outstanding, the composition of its portfolio will reflect guidelines
established by Moody's and S&P in connection with the Fund's receipt on the Date
of Original Issue of the shares of each series of APS of ratings of "aaa" from
Moody's and AAA from S&P. Moody's and S&P, nationally recognized independent
rating agencies, issue ratings for various securities reflecting their perceived
creditworthiness of such securities. The Fund will pay certain fees

                                       S-29
<PAGE>

to Moody's and S&P for rating shares of the APS. The guidelines have been
developed by Moody's and S&P in connection with other issuances of asset-backed
and similar securities, including debt obligations and adjustable rate preferred
stock, generally on a case-by-case basis through discussions with the issuers of
these securities. The guidelines are designed to ensure that assets underlying
outstanding debt or preferred stock will be sufficiently varied and will be of
sufficient quality and amount to justify investment grade ratings. The
guidelines do not have the force of law, but have been adopted by the Fund in
order to satisfy current requirements necessary for Moody's and S&P to issue the
above-described ratings for shares of each series of APS, which ratings are
generally relied upon by institutional investors in purchasing such securities.
In the context of a closed-end investment company such as the Fund, therefore,
the guidelines provide a set of tests for portfolio composition and asset
coverage that supplement (and in some cases are more restrictive than) the
applicable requirements under the 1940 Act. A rating agency's guidelines will
apply to shares of any series of APS only so long as such rating agency is
rating such shares.

     The Fund intends to maintain a Discounted Value for its portfolio at least
equal to the APS Basic Maintenance Amount and, in addition, so long as S&P is
rating the shares of any series of APS, the Fund intends to maintain a Minimum
Liquidity Level. Moody's and S&P have each established separate guidelines for
determining Discounted Value. To the extent any particular portfolio holding
does not satisfy the applicable rating agency's guidelines, all or a portion of
such holding's value will not be included in the calculation of Discounted Value
(as defined by such rating agency). The Moody's and S&P guidelines do not impose
any limitations on the percentage of Fund assets that may be invested in
holdings not eligible for inclusion in the calculation of the Discounted Value
of the Fund's portfolio. The amount of such assets included in the portfolio at
any time may vary depending upon the rating, diversification and other
characteristics of the Eligible Assets included in the portfolio, although it is
not anticipated that in the normal course of business the value of such assets
would exceed 20% of the Fund's total assets.

     In managing the Fund's portfolio, the Adviser will not alter the
composition of the Fund's portfolio if, in the reasonable belief of the Adviser,
the effect of any such alteration would be to cause the Fund to have Eligible
Assets with an aggregate Discounted Value, as of the immediately preceding
Valuation Date, less than the APS Basic Maintenance Amount as of such Valuation
Date; provided, however, that in the event that, as of the immediately preceding
Valuation Date, the aggregate Discounted Value of the Fund's Eligible Assets
exceeded the APS Basic Maintenance Amount by five percent or less, the Adviser
will not alter the composition of the Fund's portfolio in a manner reasonably
expected to reduce the aggregate Discounted Value of the Fund's Eligible Assets
unless the Fund shall have confirmed that, after giving effect to such
alteration, the aggregate Discounted Value of the Fund's Eligible Assets would
exceed the APS Basic Maintenance Amount.

     Upon any failure to maintain the required Discounted Value, the Fund will
seek to alter the composition of its portfolio to reattain the APS Basic
Maintenance Amount on or prior to the APS Basic Maintenance Cure Date, thereby
incurring additional transaction costs and possible losses and/or gains on
dispositions of portfolio securities. To the extent any such failure is not
cured in a timely manner, shares of each series of APS will be subject to
redemption if either Moody's or S&P is rating such shares.

                                       S-30
<PAGE>

     The Fund may, but is not required to, adopt any modifications to these
guidelines that may hereafter be established by Moody's and S&P. Failure to
adopt any such modifications, however, may result in a change in the ratings
described above or a withdrawal of ratings altogether. In addition, any rating
agency providing a rating for the shares of any series of APS may, at any time,
change or withdraw any such rating. As set forth in the APS Provisions, the
Board of Trustees may, without Shareholder approval, modify certain definitions
or policies which have been adopted by the Fund pursuant to the rating agency
guidelines, provided the Board of Trustees has obtained written confirmation
from Moody's and S&P, as appropriate, that any such change would not impair the
ratings then assigned by Moody's and S&P to any series of APS. A rating agency's
guidelines will apply to shares of any series of APS only so long as such rating
agency is rating such shares.

     The ratings on any series of the APS are not recommendations to purchase,
hold or sell shares of any series of APS, inasmuch as the ratings do not comment
as to market price or suitability for a particular investor nor do the rating
agency guidelines described above address the likelihood that a holder of shares
of any series of APS will be able to sell such shares in an Auction. The ratings
are based on current information furnished to Moody's and S&P by the Fund and
the Adviser, and information obtained from other sources. The ratings may be
changed, suspended or withdrawn as a result of changes in, or the unavailability
of, such information. The Fund's Common Shares have not been rated by a
nationally recognized statistical rating organization.

                               OTHER INFORMATION

CUSTODY OF ASSETS

     All securities owned by the Funds and all cash, including proceeds from the
sale of securities in each Fund's investment portfolio, are held by State Street
Bank and Trust Company, 225 West Franklin Street, Boston, Massachusetts 02110,
as custodian. The custodian also provides accounting services to the Funds.

PROXY VOTING POLICY AND PROCEDURES AND PROXY VOTING RECORD


     The Funds' Proxy Voting Policy and Procedures are included as Appendix D to
this Statement of Additional Information. Information on how each Fund voted
proxies relating to portfolio securities during the most recent twelve-month
period ended June 30 is available without charge, upon request, by calling (800)
341-2929 or by visiting our web site at www.vankampen.com. This information is
also available on the SEC's web site at http://www.sec.gov.


INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM


     An independent registered public accounting firm for the Funds performs an
annual audit of each Fund's financial statements. Each Fund's Board of Trustees
has engaged Deloitte & Touche LLP, located at 180 North Stetson Avenue, Chicago,
Illinois 60601, to be each Fund's independent registered public accounting firm.


                                       S-31
<PAGE>

                              FINANCIAL STATEMENTS


     Incorporated herein by reference in their respective entireties are (i) the
audited financial statements of the Acquiring Fund for the fiscal year ended
October 31, 2004, as included in Appendix E hereto, (ii) the unaudited financial
statements of the Acquiring Fund for the six-month period ended April 30, 2005,
as included in Appendix F hereto, (iii) the audited financial statements of New
York Quality Municipal Trust for the fiscal year ended October 31, 2004, as
included in Appendix G hereto, (iv) the unaudited financial statements of New
York Quality Municipal Trust for the six-month period ended April 30, 2005, as
included in Appendix H hereto, (v) the audited financial statements of New York
Value Municipal Income Trust for the fiscal year ended October 31, 2004, as
included in Appendix I hereto, and (vi) the unaudited financial statements of
New York Value Municipal Income Trust for the six-month period ended April 30,
2005, as included in Appendix J hereto.


                         PRO FORMA FINANCIAL STATEMENTS


     Set forth in Appendix K hereto are unaudited pro forma financial statements
of the Acquiring Fund giving effect to the Reorganization which include: (i) Pro
Forma Condensed Statements of Assets and Liabilities at October 31, 2004, (ii)
Pro Forma Condensed Statement of Operations for the one year period ended
October 31, 2004 and (iii) Pro Forma Portfolio of Investments at October 31,
2004.


                                       S-32
<PAGE>
                                   APPENDIX A

                                    FORM OF
                      AGREEMENT AND PLAN OF REORGANIZATION

         In order to consummate the Reorganization and in consideration of the
promises and the covenants and agreements hereinafter set forth, and intending
to be legally bound, Van Kampen XXXXXX, a registered closed-end investment
company, File No. 811-XXXX (the "Target Fund") and Van Kampen XXXXXX (the
"Acquiring Fund"), a registered closed-end investment company, File No.
811-XXXX, each hereby agree as follows:

1.       Representations and Warranties of the Acquiring Fund.

         The Acquiring Fund represents and warrants to, and agrees with, the
Target Fund that:

         (a)      The Acquiring Fund is a trust, with transferable shares, duly
                  organized, validly existing and in good standing in conformity
                  with the laws of its jurisdiction of organization, and has the
                  power to own all of its assets and to carry out this
                  Agreement. The Acquiring Fund has all necessary federal, state
                  and local authorizations to carry on its business as it is now
                  being conducted and to carry out this Agreement.

         (b)      The Acquiring Fund is duly registered under the Investment
                  Company Act of 1940, as amended (the "1940 Act") as a
                  [non-]diversified, closed-end management investment company
                  and such registration has not been revoked or rescinded and is
                  in full force and effect. The Acquiring Fund has elected and
                  qualified for the special tax treatment afforded regulated
                  investment companies ("RICs") under Section 851 of the
                  Internal Revenue Code (the "Code") at all times since its
                  inception and intends to continue to so qualify until
                  consummation of the reorganization contemplated hereby (the
                  "Reorganization") and thereafter.

         (c)      The Target Fund has been furnished with the Acquiring Fund's
                  Annual Report to Shareholders for the fiscal year ended XXXX,
                  2004, and the audited financial statements appearing therein,
                  having been audited by Deloitte & Touche LLP, independent
                  registered public accounting firm, fairly present the
                  financial position of the Acquiring Fund as of the respective
                  dates indicated, in conformity with accounting principles
                  generally accepted in the United States applied on a
                  consistent basis.

         (d)      An unaudited statement of assets, liabilities and capital of
                  the Acquiring Fund and an unaudited schedule of investments of
                  the Acquiring Fund, each as of the Valuation Time (as defined
                  in Section 3(e) of this Agreement), will be furnished to the
                  Target Fund, at or prior to the Closing Date (as defined in
                  Section 7(a) herein), for the purpose of determining the
                  number of Acquiring Fund Common Shares and Acquiring Fund APS
                  to be issued pursuant to Section 3(a) of this Agreement; each
                  will fairly present the financial position of the Acquiring
                  Fund as of the Valuation Time in conformity with generally
                  accepted accounting principles applied on a consistent basis.

         (e)      The Acquiring Fund has full power and authority to enter into
                  and perform its obligations under this Agreement. The
                  execution, delivery and performance of this Agreement has been
                  duly authorized by all necessary action of its Board of
                  Trustees, and this Agreement constitutes a valid and binding
                  contract enforceable in accordance with its terms, subject to
                  the effects of bankruptcy, insolvency, moratorium, fraudulent
                  conveyance and similar



                                      A-1

<PAGE>


                  laws relating to or affecting creditors' rights generally and
                  court decisions with respect thereto.

         (f)      There are no material legal, administrative or other
                  proceedings pending or, to the knowledge of the Acquiring
                  Fund, threatened against it which assert liability on the part
                  of the Acquiring Fund or which materially affect its financial
                  condition or its ability to consummate the Reorganization. The
                  Acquiring Fund is not charged with or, to the best of its
                  knowledge, threatened with any violation or investigation of
                  any possible violation of any provisions of any federal, state
                  or local law or regulation or administrative ruling relating
                  to any aspect of its business.

         (g)      The Acquiring Fund is not obligated under any provision of its
                  Declaration of Trust, as amended, or its by-laws, as amended,
                  and is not a party to any contract or other commitment or
                  obligation, and is not subject to any order or decree which
                  would be violated by its execution of or performance under
                  this Agreement, except insofar as the Funds have mutually
                  agreed to amend such contract or other commitment or
                  obligation to cure any potential violation as a condition
                  precedent to the Reorganization.

         (h)      There are no material contracts outstanding to which the
                  Acquiring Fund is a party that have not been disclosed in the
                  N-14 Registration Statement (as defined in subsection (k)
                  below) or that will not otherwise be disclosed to the Target
                  Fund prior to the Valuation Time.

         (i)      The Acquiring Fund has no known liabilities of a material
                  amount, contingent or otherwise, other than those shown on its
                  statements of assets, liabilities and capital referred to in
                  subsection (c) above, those incurred in the ordinary course of
                  its business as an investment company, and those incurred in
                  connection with the Reorganization. As of the Valuation Time,
                  the Acquiring Fund will advise the Target Fund in writing of
                  all known liabilities, contingent or otherwise, whether or not
                  incurred in the ordinary course of business, existing or
                  accrued as of such time, except to the extent disclosed in the
                  financial statements referred to in subsection (c) above.

         (j)      No consent, approval, authorization or order of any court or
                  government authority is required for the consummation by the
                  Acquiring Fund of the Reorganization, except such as may be
                  required under the Securities Act of 1933, as amended (the
                  "1933 Act"), the Securities Exchange Act of 1934, as amended
                  (the "1934 Act") and the 1940 Act or state securities laws
                  (which term as used herein shall include the laws of the
                  District of Columbia and Puerto Rico).

         (k)      The registration statement filed by the Acquiring Fund on Form
                  N-14, which includes the proxy statement of the Target Fund
                  and the Acquiring Fund with respect to the transactions
                  contemplated herein (the "Joint Proxy Statement/Prospectus"),
                  and any supplement or amendment thereto or to the documents
                  therein (as amended or supplemented, the "N-14 Registration
                  Statement"), on its effective date, at the time of the
                  shareholders' meetings referred to in Section 8(a) and Section
                  9(a) of this Agreement and at the Closing Date, insofar as it
                  relates to the Acquiring Fund, (i) complied or will comply in
                  all material respects with the provisions of the 1933 Act, the
                  1934 Act and the 1940 Act and the rules and regulations
                  thereunder and (ii) did not or will not contain any


                                      A-2

<PAGE>
                  untrue statement of a material fact or omit to state any
                  material fact required to be stated therein or necessary to
                  make the statements therein not misleading; and the Joint
                  Proxy Statement/Prospectus included therein did not or will
                  not contain any untrue statement of a material fact or omit to
                  state any material fact necessary to make the statements
                  therein, in the light of the circumstances under which they
                  were made, not misleading; provided, however, that the
                  representations and warranties in this subsection only shall
                  apply to statements in or omissions from the N-14 Registration
                  Statement made in reliance upon and in conformity with
                  information furnished by the Acquiring Fund for use in the
                  N-14 Registration Statement.

         (l)      The Acquiring Fund is authorized to issue an unlimited number

                  of common shares of beneficial interest, par value $.01 per
                  share (the "Acquiring Fund Common Shares"), and XXXX preferred
                  shares of beneficial interest, par value $.01 per share. The
                  Board of Trustees of the Acquiring Fund has designated XXXX
                  preferred shares as Auction Preferred Shares ("Acquiring Fund
                  APS"). Each outstanding Acquiring Fund Common Share and each
                  Acquiring Fund APS of the Acquiring Fund is fully paid and,
                  except as provided in Section 5.1 of the Acquiring Fund's
                  Declaration of Trust, nonassessable, and has full voting
                  rights.

         (m)      The Acquiring Fund Common Shares and the Acquiring Fund APS to
                  be issued to the Target Fund pursuant to this Agreement will
                  have been duly authorized and, when issued and delivered
                  pursuant to this Agreement, will be legally and validly issued
                  and will be fully paid and, except as provided in Section 5.1
                  of the Acquiring Fund's Declaration of Trust, nonassessable
                  and will have full voting rights, and no shareholder of the
                  Acquiring Fund will have any preemptive right of subscription
                  or purchase in respect thereof.

         (n)      At or prior to the Closing Date, the Acquiring Fund Common
                  Shares to be transferred to the Target Fund for distribution
                  to the shareholders of the Target Fund on the Closing Date
                  will be duly qualified for offering to the public in all
                  states of the United States in which the sale of shares of the
                  Funds presently are qualified, and there will be a sufficient
                  number of such shares registered under the 1933 Act and, as
                  may be necessary, with each pertinent state securities
                  commission to permit the transfers contemplated by this
                  Agreement to be consummated.

         (o)      At or prior to the Closing Date, the Acquiring Fund APS to be
                  transferred to the Target Fund on the Closing Date will be
                  duly qualified for offering to the public in all states of the
                  United States in which the sale of APS of the Target Fund
                  presently are qualified, and there are a sufficient number of
                  Acquiring Fund APS registered under the 1933 Act and with each
                  pertinent state securities commission to permit the transfers
                  contemplated by this Agreement to be consummated.

         (p)      At or prior to the Closing Date, the Acquiring Fund will have
                  obtained any and all regulatory, trustee and shareholder
                  approvals necessary to issue the Acquiring Fund Common Shares
                  and the Acquiring Fund APS to the Target Fund.


         (q)      The Acquiring Fund has filed, or intends to file, or has
                  obtained extensions to file, all federal, state and local tax
                  returns which are required to be filed by it, and has paid or
                  has obtained extensions to pay, all federal, state and local
                  taxes shown on said returns to be due and owing and all
                  assessments received by it, up to and including the taxable
                  year in which the Closing Date occurs. All tax liabilities of
                  the Acquiring Fund have been adequately provided for on its
                  books, and no tax deficiency or liability of the Acquiring
                  Fund has been asserted and no question with respect thereto
                  has been raised by the Internal Revenue Service or by any
                  state or local tax authority for taxes in excess of those
                  already paid, up to and including the taxable year in which
                  the Closing Date occurs.

         (r)      The Acquiring Fund has elected to qualify and has qualified as
                  a RIC as of and since its inception; has been a RIC under the
                  Code at all times since the end of its first taxable year when
                  it so qualified; qualifies and will continue to qualify as a
                  RIC under the Code; and has satisfied the distribution
                  requirements imposed by the Code for each of its taxable
                  years.

2.       Representations and Warranties of the Target Fund.

         The Target Fund represents and warrants to, and agrees with, the
Acquiring Fund that:

         (a)      The Target Fund is a trust, with transferable shares, duly
                  organized, validly existing and in good standing in conformity
                  with the laws of the jurisdiction of its organization, and has
                  the power to own all of its assets and to carry out this
                  Agreement. The Target Fund has all necessary federal, state
                  and local authorizations to carry on its business as it is now
                  being conducted and to carry out this Agreement.

                                      A-3

<PAGE>


         (b)      The Target Fund is duly registered under the 1940 Act as a
                  [non-]diversified, closed-end management investment company,
                  and such registration has not been revoked or rescinded and is
                  in full force and effect. The Target Fund has elected and
                  qualified for the special tax treatment afforded RICs under
                  Section 851 of the Code at all times since its inception, and
                  intends to continue to so qualify through its taxable year
                  ending upon liquidation.

         (c)      As used in this Agreement, the term "Target Fund Investments"
                  shall mean (i) the investments of the Target Fund shown on the
                  schedule of its investments as of the Valuation Time furnished
                  to the Acquiring Fund; and (ii) all other assets owned by the
                  Target Fund or liabilities incurred as of the Valuation Time.

         (d)      The Target Fund has full power and authority to enter into and
                  perform its obligations under this Agreement. The execution,
                  delivery and performance of this Agreement has been duly
                  authorized by all necessary action of its Board of Trustees
                  and this Agreement constitutes a valid and binding contract
                  enforceable in accordance with its terms, subject to the
                  effects of bankruptcy, insolvency, moratorium, fraudulent
                  conveyance and similar laws relating to or affecting
                  creditors' rights generally and court decisions with respect
                  thereto.

         (e)      The Acquiring Fund has been furnished with the Target Fund's
                  Annual Report to Shareholders for the fiscal year ended XXXX,
                  2004, and the audited financial statements appearing therein,
                  having been audited by Deloitte & Touche LLP, independent
                  registered public accounting firm, fairly present the
                  financial position of the Target Fund as of the respective
                  dates indicated, in conformity with accounting principles
                  generally accepted in the United States applied on a
                  consistent basis.

         (f)      An unaudited statement of assets, liabilities and capital of
                  the Target Fund and an unaudited schedule of investments of
                  the Target Fund, each as of the Valuation Time, will be
                  furnished to the Acquiring Fund at or prior to the Closing
                  Date for the purpose of determining the number of shares of
                  Acquiring Fund Common Shares and Acquiring Fund APS to be
                  issued to the Target Fund pursuant to Section 3 of this
                  Agreement; each will fairly present the financial position of
                  the Target Fund as of the Valuation Time in conformity with
                  generally accepted accounting principles applied on a
                  consistent basis.

         (g)      There are no material legal, administrative or other
                  proceedings pending or, to the knowledge of the Target Fund,
                  threatened against it which assert liability on the part of
                  the Target Fund or which materially affect its financial
                  condition or its ability to consummate the Reorganization. The
                  Target Fund is not charged with or, to the best of its
                  knowledge, threatened with any violation or investigation of
                  any possible violation of any provisions of any federal, state
                  or local law or regulation or administrative ruling relating
                  to any aspect of its business.

         (h)      There are no material contracts outstanding to which the
                  Target Fund is a party that have not been disclosed in the
                  N-14 Registration Statement or will not otherwise be disclosed
                  to the Acquiring Fund prior to the Valuation Time.

         (i)      The Target Fund is not obligated under any provision of its
                  Declaration of Trust, as amended, or its by-laws, as amended,
                  or a party to any contract or other commitment or obligation,
                  and is not subject to any order or decree which would be
                  violated by its execution of or performance under this
                  Agreement, except insofar as the Funds have



                                       A-4

<PAGE>

                  mutually agreed to amend such contract or other commitment or
                  obligation to cure any potential violation as a condition
                  precedent to the Reorganization.

         (j)      The Target Fund has no known liabilities of a material amount,
                  contingent or otherwise, other than those shown on its
                  statements of assets, liabilities and capital referred to
                  above, those incurred in the ordinary course of its business
                  as an investment company and those incurred in connection with
                  the Reorganization. As of the Valuation Time, the Target Fund
                  will advise the Acquiring Fund in writing of all known
                  liabilities, contingent or otherwise, whether or not incurred
                  in the ordinary course of business, existing or accrued as of
                  such time.

         (k)      The Target Fund has filed, or intends to file, or has obtained
                  extensions to file, all federal, state and local tax returns
                  which are required to be filed by it, and has paid or has
                  obtained extensions to pay, all federal, state and local taxes
                  shown on said returns to be due and owing and all assessments
                  received by it, up to and including the taxable year in which
                  the Closing Date occurs. All tax liabilities of the Target
                  Fund have been adequately provided for on its books, and no
                  tax deficiency or liability of the Target Fund has been
                  asserted and no question with respect thereto has been raised
                  by the Internal Revenue Service or by any state or local tax
                  authority for taxes in excess of those already paid, up to and
                  including the taxable year in which the Closing Date occurs.

         (l)      At both the Valuation Time and the Closing Date, the Target
                  Fund will have full right, power and authority to sell,
                  assign, transfer and deliver the Target Fund Investments. At
                  the Closing Date, subject only to the obligation to deliver
                  the Target Fund Investments as contemplated by this Agreement,
                  the Target Fund will have good and marketable title to all of
                  the Target Fund Investments, and the Acquiring Fund will
                  acquire all of the Target Fund Investments free and clear of
                  any encumbrances, liens or security interests and without any
                  restrictions upon the transfer thereof (except those imposed
                  by the federal or state securities laws and those
                  imperfections of title or encumbrances as do not materially
                  detract from the value or use of the Target Fund Investments
                  or materially affect title thereto).

         (m)      No consent, approval, authorization or order of any court or
                  governmental authority is required for the consummation by the
                  Target Fund of the Reorganization, except such as may be
                  required under the 1933 Act, the 1934 Act, the 1940 Act or
                  state securities laws.

         (n)      The N-14 Registration Statement, on its effective date, at the
                  time of the shareholders' meetings called to vote on this
                  Agreement and on the Closing Date, insofar as it relates to
                  the Target Fund (i) complied or will comply in all material
                  respects with the provisions of the 1933 Act, the 1934 Act and
                  the 1940 Act and the rules and regulations thereunder, and
                  (ii) did not or will not contain any untrue statement of a
                  material fact or omit to state any material fact required to
                  be stated therein or necessary to make the statements therein
                  not misleading; and the Joint Proxy Statement/Prospectus
                  included therein did not or will not contain any untrue
                  statement of a material fact or omit to state any material
                  fact necessary to make the statements therein, in the light of
                  the circumstances under which they were made, not misleading;
                  provided, however, that the representations and warranties in
                  this subsection shall apply only to statements in or omissions
                  from the N-14 Registration Statement made in reliance upon and
                  in conformity with information furnished by the Target Fund
                  for use in the N-14 Registration Statement.

                                      A-5


<PAGE>

         (o)      The Target Fund is authorized to issue an unlimited number of
                  common shares of beneficial interest, par value $.01 per share
                  (the "Target Fund Common Shares"), and XXXX preferred shares
                  of beneficial interest, par value $.01 per share. The Board of
                  Trustees of the Acquiring Fund has designated XXXX preferred
                  shares as Target Fund Preferred Shares (the "Target Fund
                  Preferred Shares"). Each outstanding Target Fund Common Share
                  and each of the outstanding Target Fund Preferred Shares is
                  fully paid and, except as provided in Section 5.1 of the
                  Target Fund's Declaration of Trust, nonassessable, and has
                  full voting rights.

         (p)      All of the issued and outstanding Target Fund Common Shares
                  and Target Fund Preferred Shares were offered for sale and
                  sold in conformity with all applicable federal and state
                  securities laws.

         (q)      The books and records of the Target Fund made available to the
                  Acquiring Fund and/or its counsel are substantially true and
                  correct and contain no material misstatements or omissions
                  with respect to the operations of the Target Fund.

         (r)      The Target Fund will not sell or otherwise dispose of any of
                  the Acquiring Fund Common Shares or Acquiring Fund APS to be
                  received in the Reorganization, except in distribution to the
                  shareholders of the Target Fund, as provided in Section 3 of
                  this Agreement.

         (s)      The Target Fund has elected to qualify and has qualified as a
                  "RIC" under the Code as of and since its inception; has been a
                  RIC under the Code at all times since the end of its first
                  taxable year when it so qualified; qualifies and will continue
                  to qualify as a RIC under the Code for its taxable year ending
                  upon its liquidation; and has satisfied the distribution
                  requirements imposed by the Code for each of its taxable
                  years.

3.       The Reorganization.

         (a)      Subject to receiving the requisite approvals of the
                  shareholders of the Target Fund, and to the other terms and
                  conditions contained herein, (i) the Target Fund agrees to
                  convey, transfer and deliver to the Acquiring Fund and the
                  Acquiring Fund agrees to acquire from the Target Fund, on the
                  Closing Date, all of the Target Fund Investments (including
                  interest accrued as of the Valuation Time on debt
                  instruments), and assume substantially all of the liabilities
                  of the Target Fund, in exchange for that number of Target Fund
                  Common Shares and Target Fund Preferred Shares provided in
                  Section 4 of this Agreement. Pursuant to this Agreement, as
                  soon as practicable after the Closing Date, the Target Fund
                  will distribute all Acquiring Fund Common Shares and Acquiring
                  Fund APS received by it to its shareholders in exchange for
                  their Target Fund Common Shares and Target Fund Preferred
                  Shares. Such distributions shall be accomplished by the
                  opening of shareholder accounts on the share ledger records of
                  the Acquiring Fund in the amounts due the shareholders of the
                  Target Fund based on their respective holdings in the Target
                  Fund as of the Valuation Time.

         (b)      If it is determined that the portfolios of the Target Fund and
                  the Acquiring Fund, when aggregated, would contain investments
                  exceeding certain percentage limitations imposed upon the
                  Acquiring Fund with respect to such investments, the Target
                  Fund, if requested by the Acquiring Fund, will dispose of a
                  sufficient amount of such investments as may be necessary to
                  avoid violating such limitations as of the Closing Date.
                  Notwithstanding the foregoing, (a) nothing herein will require
                  the Target Fund to dispose of any portfolios, securities or
                  other investments, if, in the reasonable judgment of the
                  Target Fund's trustees or investment adviser, such disposition
                  would adversely affect the tax-free nature of the
                  Reorganization for federal income tax purposes or would
                  otherwise not be in the best interests of the Target Fund, and
                  (b) nothing will permit the Target Fund to dispose of any
                  portfolio securities or other investments if, in the
                  reasonable judgment of the Acquiring Fund's trustees or
                  investment adviser, such disposition would adversely affect
                  the tax-free nature of the Reorganization for federal income
                  tax purposes or would otherwise not be in the best interests
                  of the Acquiring Fund.

         (c)      Prior to the Closing Date, the Target Fund shall declare a
                  dividend or dividends which, together with all such previous
                  dividends, shall have the effect of distributing to their
                  respective shareholders all of their respective net investment
                  company taxable income to and including the Closing Date, if
                  any (computed without regard to any deduction for dividends
                  paid), and all of its net capital gain, if any, realized to
                  and including the Closing Date. In this regard and in
                  connection with the Reorganization, the last dividend period
                  for the Target Fund Preferred Shares prior to the Closing Date
                  may be shorter than the dividend period for such Target Fund
                  Preferred Shares determined as set forth in the applicable
                  Certificate of Vote pertaining to such Target Fund Preferred
                  Shares.

         (d)      The Target Fund will pay or cause to be paid to the Acquiring
                  Fund any interest the Target Fund receives on or after the
                  Closing Date with respect to any of the Target Fund
                  Investments transferred to the Acquiring Fund hereunder.


                                      A-6

<PAGE>

         (e)      The Valuation Time shall be 4:00 p.m., Eastern time, on XXXX,
                  2005, or such earlier or later day and time as may be mutually
                  agreed upon in writing (the "Valuation Time").

         (f)      Recourse for liabilities assumed from the Target Fund by the
                  Acquiring Fund in the Reorganization will be limited to the
                  net assets acquired by the Acquiring Fund. The known
                  liabilities of the Target Fund, as of the Valuation Time,
                  shall be confirmed to the Acquiring Fund pursuant to Section
                  2(j) of this Agreement.

         (g)      The Target Fund will be terminated following the Closing Date
                  by terminating its registration under the 1940 Act and its
                  organization under Massachusetts law and will withdraw its
                  authority to do business in any state where it is required to
                  do so.

         (h)      The Acquiring Fund will file with the Secretary of State of
                  The Commonwealth of Massachusetts, as required, any amendment
                  to its Certificate of Vote establishing the powers, rights and
                  preferences of the Acquiring Fund APS prior to the closing of
                  the Reorganization.

4.       Issuance and Valuation of Acquiring Fund Common Shares and Acquiring
Fund APS in the Reorganization.

Acquiring Fund Common Shares and Acquiring Fund APS of an aggregate net asset
value or aggregate liquidation preference, as the case may be, equal to the
value of the assets of the Target Fund acquired in the Reorganization determined
as hereinafter provided, reduced by the amount of liabilities of the Target Fund
assumed by the Acquiring Fund in the Reorganization, shall be issued by the
Acquiring Fund to the Target Fund in exchange for such assets of the Target
Fund. The Acquiring Fund will issue to the Target Fund (i) a number of Acquiring
Fund Common Shares, the aggregate net asset value of which will equal the
aggregate net asset value of the Target Fund Common Shares, determined as set
forth below, and (ii) a number of Acquiring Fund APS, the aggregate liquidation
preference and value of which will equal the aggregate liquidation preference
and value of the Target Fund Preferred Shares, determined as set forth below.

The net asset value of each of the Funds and the liquidation preference and
value of each of the Target Fund Preferred Shares and the Acquiring Fund APS
shall be determined as of the Valuation Time in accordance with the regular
procedures of the investment adviser, and no formula will be used to adjust the
net asset value so determined of any Fund to take into account differences in
realized and unrealized gains and losses. Values in all cases shall be
determined as of the Valuation Time. The value of the Target Fund Investments to
be transferred to the Acquiring Fund shall be determined pursuant to the regular
procedures of the investment adviser.

Such valuation and determination shall be made by the Acquiring Fund in
cooperation with the Target Fund and shall be confirmed in writing by the
Acquiring Fund to the Target Fund. The net asset value per share of the
Acquiring Fund Common Shares and the liquidation preference and value per share
of the Acquiring Fund APS shall be determined in accordance with such procedures
and the Acquiring Fund shall certify the computations involved. For purposes of
determining the net asset value of each of a Target Fund Common Share and an
Acquiring Fund Common Share, the value of the securities held by the applicable
Fund plus any cash or other assets (including interest accrued but not yet
received) minus all liabilities (including accrued expenses) and the aggregate
liquidation value of the outstanding shares of Target Fund Preferred Shares or
Acquiring Fund APS, as the case may be, is divided by the total number of Target
Fund Common Shares or Acquiring Fund Common Shares, as the case may be,
outstanding at such time.


                                      A-7


<PAGE>
 The Acquiring Fund shall issue to the Target Fund separate certificates or
share deposit receipts for the Acquiring Fund Common Shares and the Acquiring
Fund APS, each registered in the name of the Target Fund. The Target Fund shall
then distribute the Acquiring Fund Common Shares and the Acquiring Fund APS to
the holders of Target Fund Common Shares and Target Fund Preferred Shares by
redelivering the certificates or share deposit receipts evidencing ownership of
(i) the Acquiring Fund Common Shares to EquiServe Trust Company, N.A., as the
transfer agent and registrar for the Acquiring Fund Common Shares, for
distribution to the holders of Target Fund Common Shares on the basis of such
holder's proportionate interest in the aggregate net asset value of the Target
Fund Common Shares and (ii) the Acquiring Fund APS to Deutsche Bank Trust
Company Americas, as the transfer agent and registrar for the Acquiring Fund
APS, for distribution to the holders of Target Fund Preferred Shares on the
basis of such holder's proportionate interest in the aggregate liquidation
preference and value of the Target Fund Preferred Shares. With respect to any
Target Fund shareholder holding certificates evidencing ownership of Target Fund
Common Shares as of the Closing Date, and subject to the Acquiring Fund being
informed thereof in writing by the Target Fund, the Acquiring Fund will not
permit such shareholder to receive new certificates evidencing ownership of the
Acquiring Fund Common Shares or Acquiring Fund APS, exchange Acquiring Fund
Common Shares or Acquiring Fund APS credited to such shareholder's account for
shares of other investment companies managed by the Adviser or any of its
affiliates, or pledge or redeem such Acquiring Fund Common Shares or Acquiring
Fund APS, in any case, until notified by the Target Fund or its agent that such
shareholder has surrendered his or her outstanding certificates evidencing
ownership of Target Fund Common Shares or Target Fund Preferred Shares or, in
the event of lost certificates, posted adequate bond. The Target Fund, at its
own expense, will request its shareholders to surrender their outstanding
certificates evidencing ownership of Target Fund Common Shares or Target Fund
Preferred Shares, as the case may be, or post adequate bond therefor.

         No fractional shares of Acquiring Fund Common Shares will be issued to
holders of Target Fund Common Shares unless such shares are held in a Dividend
Reinvestment Plan account. In lieu thereof, the Acquiring Fund's transfer agent,
EquiServe Trust Company, N.A., will aggregate all fractional Acquiring Fund
Common Shares to be issued in connection with the Reorganization (other than
those issued to a Dividend Reinvestment Plan account) and sell the resulting
full shares on the New York Stock Exchange at the current market price for
Acquiring Fund Common Shares for the account of all holders of such fractional
interests, and each such holder will receive such holder's pro rata share of the
proceeds of such sale upon surrender of such holder's certificates representing
Acquiring Fund Common Shares.

5.      Payment of Expenses.

         (a)      With respect to expenses incurred in connection with the
                  Reorganization, the Target Fund and the Acquiring Fund will
                  share, in proportion to their respective projected annual
                  expense savings, all expenses incurred in connection with the
                  Reorganization, including, but not limited to, all costs
                  related to the preparation and distribution of materials
                  distributed to each Fund's Board of Trustees; expenses
                  incurred in connection with the preparation of the Agreement
                  and Plan of Reorganization and a registration statement on
                  Form N-14; SEC and state securities commission filing fees and
                  legal and audit fees in connection with the Reorganization;
                  costs of printing and distributing the Joint Proxy Statement/
                  Prospectus; legal fees incurred preparing each Fund's board
                  materials, attending each Fund's board meetings and preparing
                  the minutes; auditing fees associated with each Fund's
                  financial statements; stock exchange fees, rating agency fees,
                  portfolio transfer taxes (if any) and any similar expenses
                  incurred in connection with the Reorganization.

         (b)      If for any reason the Reorganization is not consummated, no
                  party shall be liable to any other party for any damages
                  resulting therefrom, including, without limitation,
                  consequential damages, and the investment adviser shall pay
                  all expenses incurred by each Fund in connection with the
                  Reorganization.

                                      A-8


<PAGE>

6.      Covenants of the Funds.

         (a)      Each Fund covenants to operate its business as presently
                  conducted between the date hereof and the Closing Date.

         (b)      The Target Fund agrees that following the consummation of the
                  Reorganization, it will terminate in accordance with the laws
                  of The Commonwealth of Massachusetts and any other applicable
                  law, it will not make any distributions of any Acquiring Fund
                  Common Shares or Acquiring Fund APS other than to its
                  respective shareholders and without first paying or adequately
                  providing for the payment of all of its respective liabilities
                  not assumed by the Acquiring Fund, if any, and on and after
                  the Closing Date it shall not conduct any business except in
                  connection with its termination.

         (c)      The Target Fund undertakes that if the Reorganization is
                  consummated, it will file an application pursuant to Section
                  8(f) of the 1940 Act for an order declaring that the Target
                  Fund has ceased to be a registered investment company.

         (d)      The Acquiring Fund will file the N-14 Registration Statement
                  with the Securities and Exchange Commission (the "Commission")
                  and will use its best efforts to provide that the N-14
                  Registration Statement becomes effective as promptly as
                  practicable. Each Fund agrees to cooperate fully with the
                  other, and each will furnish to the other the information
                  relating to itself to be set forth in the N-14 Registration
                  Statement as required by the 1933 Act, the 1934 Act the 1940
                  Act, and the rules and regulations thereunder and the state
                  securities laws.

         (e)      The Acquiring Fund has no plan or intention to sell or
                  otherwise dispose of the Target Fund Investments, except for
                  dispositions made in the ordinary course of business.

         (f)      Each of the Funds agrees that by the Closing Date all of its
                  federal and other tax returns and reports required to be filed
                  on or before such date shall have been filed and all taxes
                  shown as due on said returns either have been paid or adequate
                  liability reserves have been provided for the payment of such
                  taxes.

                           The intention of the parties is that the transaction
                  contemplated by this Agreement will qualify as a
                  reorganization within the meaning of Section 368(a) of the
                  Internal Revenue Code. Neither the Acquiring Fund nor the
                  Target Fund shall take any action or cause any action to be
                  taken (including, without limitation, the filing of any tax
                  return) that is inconsistent with such treatment or results in
                  the failure of the transaction to qualify as a reorganization
                  within the meaning of Section 368(a) of the Internal Revenue
                  Code. At or prior to the Closing Date, the Acquiring Fund and
                  the Target Fund will take such action, or cause such action to
                  be taken, as is reasonably necessary to enable Skadden, Arps,
                  Slate, Meagher & Flom LLP ("Skadden"), special counsel to the
                  Funds, to render the tax opinion required herein (including,
                  without limitation, each party's execution of representations
                  reasonably requested by and addressed to Skadden.

                           In connection with this covenant, the Funds agree to
                  cooperate with each other in filing any tax return, amended
                  return or claim for refund, determining a liability for taxes
                  or a right to a refund of taxes or participating in or
                  conducting any audit or other proceeding in respect of taxes.
                  The Acquiring Fund agrees to retain for a period of ten (10)
                  years following the Closing Date all returns, schedules and
                  work papers and all material records or other documents
                  relating to tax matters of the Target Fund for each of such
                  Fund's taxable period first ending after the Closing Date and
                  for all prior taxable periods.

                           After the Closing Date, the Target Fund shall
                  prepare, or cause its agents to prepare, any federal, state or
                  local tax returns required to be filed by such fund with
                  respect to its final taxable year ending with its complete
                  liquidation and for any prior periods or taxable years and
                  further shall cause such tax returns to be duly filed with the
                  appropriate taxing authorities. Notwithstanding the
                  aforementioned provisions of this subsection, any expenses
                  incurred by the Target Fund (other than for payment of taxes)
                  in connection with the preparation and filing of said tax
                  returns after the Closing Date shall be borne by such Fund to
                  the extent such expenses have been accrued by such Fund in the
                  ordinary course without regard to the Reorganization; any
                  excess expenses shall be borne by the investment adviser or an
                  affiliate thereof.

                                      A-9

<PAGE>

         (g)      The Target Fund agrees to mail to its shareholders of record
                  entitled to vote at the special meeting of shareholders at
                  which action is to be considered regarding this Agreement, in
                  sufficient time to comply with requirements as to notice
                  thereof, a combined proxy statement and prospectus which
                  complies in all material respects with the applicable
                  provisions of Section 14(a) of the 1934 Act and Section 20(a)
                  of the 1940 Act, and the rules and regulations, respectively,
                  thereunder.


         (h)      Following the consummation of the Reorganization, the
                  Acquiring Fund will continue its business as a diversified,
                  closed-end management investment company registered under the
                  1940 Act.

7.      Closing Date.

         (a)      Delivery of the assets of the Target Fund to be transferred,
                  together with any other Target Fund Investments, and the
                  Acquiring Fund Common Shares and Acquiring Fund APS to be
                  issued as provided in this Agreement, shall be made at such
                  place and time as the Funds shall mutually agree on the next
                  full business day following the Valuation Time, or at such
                  other time and date agreed to by the Funds, the date and time
                  upon which such delivery is to take place being referred to
                  herein as the "Closing Date." To the extent that any Target
                  Fund Investments, for any reason, are not transferable on the
                  Closing Date, the Target Fund shall cause such Target Fund
                  Investments to be transferred to the Acquiring Fund's account
                  with its custodian at the earliest practicable date
                  thereafter.

         (b)      The Target Fund will deliver to the Acquiring Fund on the
                  Closing Date confirmation or other adequate evidence as to the
                  tax basis of the Target Fund Investments delivered to the
                  Acquiring Fund hereunder.

         (c)      As soon as practicable after the close of business on the
                  Closing Date, the Target Fund shall deliver to the Acquiring
                  Fund a list of the names and addresses of all of the
                  shareholders of record of the Target Fund on the Closing Date
                  and the number of Target Fund Common Shares and Target Fund
                  Preferred Shares owned by each such shareholder, certified to
                  the best of its knowledge and belief by the transfer agent for
                  the Target Fund or by its President.

8.    Conditions of the Target Fund.

         The obligations of the Target Fund hereunder shall be subject to the
following conditions:

         (a)      That this Agreement shall have been adopted, and the
                  Reorganization shall have been approved, by the Board of
                  Trustees of the Target Fund and by the affirmative vote of the
                  holders of a majority of each of the outstanding Target Fund
                  Common Shares and Target Fund Preferred Shares, each voting
                  separately as a class; and that the Acquiring Fund shall have
                  delivered to the Target Fund a copy of the resolution
                  approving this Agreement adopted by the Board of Trustees of
                  the Acquiring Fund, and a certificate setting forth the vote
                  of holders of Acquiring Fund Common Shares approving the
                  issuance of additional Acquiring Fund Common Shares, each
                  certified by its Secretary.

         (b)      That the Target Fund shall have received from the Acquiring
                  Fund a statement of assets, liabilities and capital, with
                  values determined as provided in Section 4 of this Agreement,
                  together with a schedule of such Fund's investments, all as of
                  the Valuation Time, certified on the Target Fund's behalf by
                  its President (or any Vice President) or its Treasurer, and a
                  certificate signed by the Fund's President (or any Vice
                  President) and its Treasurer, dated as of the Closing Date,
                  certifying that as of the Valuation Time and as of the Closing
                  Date there has been no material adverse change in the
                  financial position of the Target Fund since the date of such
                  Fund's most recent Annual or Semi-Annual Report,

                                      A-10
<PAGE>

                  as applicable, other than changes in its portfolio securities
                  since that date or changes in the market value of its
                  portfolio securities.

         (c)      That the Acquiring Fund shall have furnished to the Target
                  Fund a certificate signed by the Acquiring Fund's President
                  (or any Vice President) or its Treasurer, dated as of the
                  Closing Date, certifying that, as of the Valuation Time and as
                  of the Closing Date, all representations and warranties of the
                  Acquiring Fund made in this Agreement are true and correct in
                  all material respects with the same effect as if made at and
                  as of such dates, and that the Acquiring Fund has complied
                  with all of the agreements and satisfied all of the conditions
                  on its part to be performed or satisfied at or prior to each
                  of such dates.

         (d)      That there shall not be any material litigation pending with
                  respect to the matters contemplated by this Agreement.

         (e)      The Target Fund shall have received the opinion(s) of Skadden,
                  counsel for the Acquiring Fund, dated as of the Closing Date,
                  addressed to the Target Fund substantially in the form and to
                  the effect that:

                  (i)      the Acquiring Fund is duly formed and validly
                           existing under the laws of its state of organization;

                  (ii)     the Acquiring Fund is registered as a closed-end,
                           management investment company under the 1940 Act;

                  (iii)    this Agreement and the Reorganization provided for
                           herein and the execution of this Agreement have been
                           duly authorized and approved by all requisite action
                           of the Acquiring Fund, and this Agreement has been
                           duly executed and delivered by the Acquiring Fund and
                           (assuming this Agreement is a valid and binding
                           obligation of the other party hereto) is a valid and
                           binding obligation of the Acquiring Fund;

                  (iv)     neither the execution or delivery by the Acquiring
                           Fund of this Agreement nor the consummation by the
                           Acquiring Fund of the transactions contemplated
                           hereby violate any provision of any statute or any
                           published regulation or any judgment or order
                           disclosed to counsel by the Acquiring Fund as being
                           applicable to the Acquiring Fund;

                  (v)      the Acquiring Fund Common Shares and Acquiring Fund
                           APS have each been duly authorized and, upon issuance
                           thereof in accordance with this Agreement, each will
                           be validly issued, fully paid and, except as provided
                           in Section 5.1 of the Acquiring Fund's Declaration of
                           Trust, nonassessable; and

                  (vi)     to their knowledge and subject to the qualifications
                           set forth below, the execution and delivery by the
                           Acquiring Fund of this Agreement and the consummation
                           of the transactions herein contemplated do not
                           require, under the laws of its state of organization
                           or any state in which the Acquiring Fund is qualified
                           to do business or the federal laws of the United
                           States, the consent, approval, authorization,
                           registration, qualification or order of, or filing
                           with, any court or governmental agency or body
                           (except such as have been obtained). Counsel need
                           express no opinion, however, as to any such consent,
                           approval, authorization, registration, qualification,
                           order or filing which may be required as a result of
                           the involvement of other parties to this Agreement in
                           the transactions herein contemplated because of their
                           legal or regulatory status or because of any other
                           facts specifically pertaining to them;


                                      A-11

<PAGE>



         (f)      The Target Fund shall have obtained an opinion from Skadden,
                  Arps, dated as of the Closing Date, addressed to the Target
                  Fund, that the consummation of the transactions set forth in
                  this Agreement comply with the requirements of a
                  reorganization as described in Section 368(a) of the Internal
                  Revenue Code.

         (g)      That all proceedings taken by each of the Funds and its
                  counsel in connection with the Reorganization and all
                  documents incidental thereto shall be satisfactory in form and
                  substance to the others.

         (h)      That the N-14 Registration Statement shall have become
                  effective under the 1933 Act, and no stop order suspending
                  such effectiveness shall have been instituted or, to the
                  knowledge of the Acquiring Fund, be contemplated by the SEC.

9.       Acquiring Fund Conditions.

         The obligations of the Acquiring Fund hereunder shall be subject to the
following conditions:

         (a)      That this Agreement shall have been adopted, and the
                  Reorganization shall have been approved, by the Board of
                  Trustees of the Acquiring Fund and that the issuance of
                  additional Acquiring Fund Common Shares shall have been
                  approved by the affirmative vote of a majority of votes cast,
                  where total votes cast represented over 50% of all securities
                  entitled to vote; and the Target Fund shall have delivered to
                  the Acquiring Fund a copy of the resolution approving this
                  Agreement adopted by the Target Fund's Board of Trustees, and
                  a certificate setting forth the vote of the holders of Target
                  Fund Common Shares and Target Fund Preferred Shares obtained,
                  each certified by its Secretary.

         (b)      That the Target Fund shall have furnished to the Acquiring
                  Fund a statement of its assets, liabilities and capital, with
                  values determined as provided in Section 4 of this Agreement,
                  together with a schedule of investments with their respective
                  dates of acquisition and tax costs, all as of the Valuation
                  Time, certified on such Fund's behalf by its President (or any
                  Vice President) or its Treasurer, and a certificate signed by
                  such Fund's President

                                      A-12

<PAGE>

                  (or any Vice President) or its Treasurer, dated as of the
                  Closing Date, certifying that as of the Valuation Time and as
                  of the Closing Date there has been no material adverse change
                  in the financial position of the Target Fund since the date of
                  such Fund's most recent Annual Report or Semi-Annual Report,
                  as applicable, other than changes in the Target Fund
                  Investments since that date or changes in the market value of
                  the Target Fund Investments.

         (c)      That the Target Fund shall have furnished to the Acquiring
                  Fund a certificate signed by such Fund's President (or any
                  Vice President) or its Treasurer, dated the Closing Date,
                  certifying that as of the Valuation Time and as of the Closing
                  Date all representations and warranties of the Target Fund
                  made in this Agreement are true and correct in all material
                  respects with the same effect as if made at and as of such
                  dates and the Target Fund has complied with all of the
                  agreements and satisfied all of the conditions on its part to
                  be performed or satisfied at or prior to such dates.

         (d)      That there shall not be any material litigation pending with
                  respect to the matters contemplated by this Agreement.

         (e)      That the Acquiring Fund shall have received the opinion of
                  Skadden, counsel for the Target Fund, dated as of the Closing
                  Date, addressed to the Acquiring Fund, substantially in the
                  form and to the effect that:

                  (i)       the Target Fund is duly formed and validly existing
                            under the laws of its state of organization;

                  (ii)      the Target Fund is registered as a closed-end,
                            management investment company under the 1940 Act;

                  (iii)     this Agreement and the Reorganization provided for
                            herein and the execution of this Agreement have been
                            duly authorized by all requisite action of the
                            Target Fund, and this Agreement has been duly
                            executed and delivered by the Target Fund and
                            (assuming this Agreement is a valid and binding
                            obligation of the other party hereto) is a valid and
                            binding obligation of the Target Fund;

                  (iv)      neither the execution or delivery by the Target Fund
                            of this Agreement nor the consummation by the Target
                            Fund of the transactions contemplated hereby violate
                            any provision of any statute, or any published
                            regulation or any judgment or order disclosed to
                            them by the Target Fund as being applicable to the
                            Target Fund; and

                  (v)       to their knowledge and subject to the qualifications
                            set forth below, the execution and delivery by the
                            Target Fund of the Agreement and the consummation of
                            the transactions herein contemplated do not require,
                            under the laws of its state of organization or any
                            state in which the Target Fund is qualified to do
                            business, or the federal laws of the United States,
                            the consent, approval, authorization, registration,
                            qualification or order of, or filing with, any court
                            or governmental agency or body (except such as have
                            been obtained under the 1933 Act, 1934 Act, the 1940
                            Act or the rules and regulations thereunder).
                            Counsel need express no opinion, however, as to any
                            such consent, approval, authorization, registration,
                            qualification, order or filing

                                      A-13


<PAGE>
                           which may be required as a result of the involvement
                           of other parties to this Agreement in the
                           transactions herein contemplated because of their
                           legal or regulatory status or because of any other
                           facts specifically pertaining to them;


         (f)      That the Acquiring Fund shall have obtained an opinion from
                  Skadden, counsel for the Target Fund, dated as of the Closing
                  Date, addressed to the Acquiring Fund, that the consummation
                  of the transactions set forth in this Agreement comply with
                  the requirements of a reorganization as described in Section
                  368(a) of the Code.

         (g)      That the N-14 Registration Statement shall have become
                  effective under the 1933 Act and no stop order suspending such
                  effectiveness shall have been instituted or, to the knowledge
                  of the Target Fund, be contemplated by the SEC.

         (h)      That all proceedings taken by the Target Fund and its counsel
                  in connection with the Reorganization and all documents
                  incidental thereto shall be satisfactory in form and substance
                  to the Acquiring Fund.

         (i)      That prior to the Closing Date the Target Fund shall have
                  declared a dividend or dividends which, together with all such
                  previous dividends, shall have the effect of distributing to
                  its shareholders all of its net investment company taxable
                  income for the period to and including the Closing Date, if
                  any (computed without regard to any deduction for dividends
                  paid), and all of its net capital gain, if any, realized to
                  and including the Closing Date. In this regard, the last
                  dividend period for the Target Fund Preferred Shares may be
                  shorter than the dividend period for such APS determined as
                  set forth in the applicable Certificate of Vote.

10.      Termination, Postponement and Waivers.

         (a)      Notwithstanding anything contained in this Agreement to the
                  contrary, this Agreement may be terminated and the
                  Reorganization abandoned at any time (whether before or after
                  adoption thereof by the shareholders of the Funds) prior to
                  the Closing Date, or the Closing Date may be postponed, (i) by
                  mutual consent of the Boards of Trustees of the

                                      A-14

<PAGE>

                  Funds, (ii) by the Board of Trustees of the Target Fund if any
                  condition of the Target Fund's obligations set forth in
                  Section 8 of this Agreement has not been fulfilled or waived
                  by such Board; or (iii) by the Board of Trustees of the
                  Acquiring Fund if any condition of the Acquiring Fund's
                  obligations set forth in Section 9 of this Agreement have not
                  been fulfilled or waived by such Board.

         (b)      If the transactions contemplated by this Agreement have not
                  been consummated by December 31, 2005, this Agreement
                  automatically shall terminate on that date, unless a later
                  date is mutually agreed to by the Boards of Trustees of the
                  Funds.

         (c)      In the event of termination of this Agreement pursuant to the
                  provisions hereof, the same shall become void and have no
                  further effect, and there shall not be any liability on the
                  part of any Fund or persons who are their directors, trustees,
                  officers, agents or shareholders in respect of this Agreement.

         (d)      At any time prior to the Closing Date, any of the terms or
                  conditions of this Agreement may be waived by the Board of
                  Trustees of any Fund (whichever is entitled to the benefit
                  thereof), if, in the judgment of such Board after consultation
                  with its counsel, such action or waiver will not have a
                  material adverse effect on the benefits intended under this
                  Agreement to the shareholders of their respective fund, on
                  behalf of which such action is taken.

         (e)      The respective representations and warranties contained in
                  Sections 1 and 2 of this Agreement shall expire with, and be
                  terminated by, the consummation of the Reorganization, and
                  neither Fund nor any of its officers, trustees, agents or
                  shareholders shall have any liability with respect to such
                  representations or warranties after the Closing Date. This
                  provision shall not protect any officer, trustee, agent or
                  shareholder of either Fund against any liability to the entity
                  for which that officer, trustee, agent or shareholder so acts
                  or to its shareholders, to which that officer, trustee, agent
                  or shareholder otherwise would be subject by reason of willful
                  misfeasance, bad faith, gross negligence, or reckless
                  disregard of the duties in the conduct of such office.

         (f)      If any order or orders of the Commission with respect to this
                  Agreement shall be issued prior to the Closing Date and shall
                  impose any terms or conditions which are determined by action
                  of the Boards of Trustees of the Funds to be acceptable, such
                  terms and conditions shall be binding as if a part of this
                  Agreement without further vote or approval of the shareholders
                  of the Funds unless such terms and conditions shall result in
                  a change in the method of computing the number of Acquiring
                  Fund Common Shares or Acquiring Fund APS to be issued to the
                  Acquired Funds, as applicable, in which event, unless such
                  terms and conditions shall have been included in the proxy
                  solicitation materials furnished to the shareholders of the
                  Funds prior to the meetings at which the Reorganization shall
                  have been approved, this Agreement shall not be consummated
                  and shall terminate unless the Funds promptly shall call a
                  special meeting of shareholders at which such conditions so
                  imposed shall be submitted for approval.

11.      Indemnification.

         (a)      Each party (an "Indemnitor") shall indemnify and hold the
                  other and its officers, trustees, agents and persons
                  controlled by or controlling any of them (each an "Indemnified


                                      A-15
<PAGE>

                  Party") harmless from and against any and all losses, damages,
                  liabilities, claims, demands, judgments, settlements,
                  deficiencies, taxes, assessments, charges, costs and expenses
                  of any nature whatsoever (including reasonable attorneys'
                  fees) including amounts paid in satisfaction of judgments, in
                  compromise or as fines and penalties, and counsel fees
                  reasonably incurred by such Indemnified Party in connection
                  with the defense or disposition of any claim, action, suit or
                  other proceeding, whether civil or criminal, before any court
                  or administrative or investigative body in which such
                  Indemnified Party may be or may have been involved as a party
                  or otherwise or with which such Indemnified Party may be or
                  may have been threatened (collectively, the "Losses") arising
                  out of or related to any claim of a breach of any
                  representation, warranty or covenant made herein by the
                  Indemnitor, provided, however, that no Indemnified Party shall
                  be indemnified hereunder against any Losses arising directly
                  from such Indemnified Party's (i) willful misfeasance, (ii)
                  bad faith, (iii) gross negligence or (iv) reckless disregard
                  of the duties involved in the conduct of such Indemnified
                  Party's position.

         (b)      The Indemnified Party shall use its best efforts to minimize
                  any liabilities, damages, deficiencies, claims, judgments,
                  assessments, costs and expenses in respect of which indemnity
                  may be sought hereunder. The Indemnified Party shall give
                  written notice to Indemnitor within the earlier of ten (10)
                  days of receipt of written notice to Indemnified Party or
                  thirty (30) days from discovery by Indemnified Party of any
                  matters which may give rise to a claim for indemnification or
                  reimbursement under this Agreement. The failure to give such
                  notice shall not affect the right of Indemnified Party to
                  indemnity hereunder unless such failure has materially and
                  adversely affected the rights of the Indemnitor; provided that
                  in any event such notice shall have been given prior to the
                  expiration of the Survival Period. At any time after ten (10)
                  days from the giving of such notice, Indemnified Party may, at
                  its option, resist, settle or otherwise compromise, or pay
                  such claim unless it shall have received notice from
                  Indemnitor that Indemnitor intends, at Indemnitor's sole cost
                  and expense, to assume the defense of any such matter, in
                  which case Indemnified Party shall have the right, at no cost
                  or expense to Indemnitor, to participate in such defense. If
                  Indemnitor does not assume the defense of such matter, and in
                  any event until Indemnitor states in writing that it will
                  assume the defense, Indemnitor shall pay all costs of
                  Indemnified Party arising out of the defense until the defense
                  is assumed; provided, however, that Indemnified Party shall
                  consult with Indemnitor and obtain indemnitor's prior written
                  consent to any payment or settlement of any such claim.
                  Indemnitor shall keep Indemnified Party fully apprised at all
                  times as to the status of the defense. If Indemnitor does not
                  assume the defense, Indemnified Party shall keep Indemnitor
                  apprised at all times as to the status of the defense.
                  Following indemnification as provided for hereunder,
                  Indemnitor shall be subrogated to all rights of Indemnified
                  Party with respect to all third parties, firms or corporations
                  relating to the matter for which indemnification has been
                  made.

12.      Other Matters.




                                      A-16

<PAGE>



         (a)      All covenants, agreements, representations and warranties made
                  under this Agreement and any certificates delivered pursuant
                  to this Agreement shall be deemed to have been material and
                  relied upon by each of the parties, notwithstanding any
                  investigation made by them or on their behalf.

         (b)      All notices hereunder shall be sufficiently given for all
                  purposes hereunder if in writing and delivered personally or
                  sent by registered mail or certified mail, postage prepaid.
                  Notice to the Target Fund shall be addressed to the Target
                  Fund c/o Van Kampen Asset Management, 1221 Avenue of the
                  Americas, New York, New York 10020, Attention: General
                  Counsel, or at such other address as the Target Fund may
                  designate by written notice to the Acquiring Fund. Notice to
                  the Acquiring Fund shall be addressed to the Acquiring Fund
                  c/o Van Kampen Asset Management, 1221 Avenue of the Americas,
                  New York, New York 10020, Attention: General Counsel, or at
                  such other address and to the attention of such other person
                  as the Acquiring Fund may designate by written notice to the
                  Target Fund. Any notice shall be deemed to have been served or
                  given as of the date such notice is delivered personally or
                  mailed.

         (c)      This Agreement supersedes all previous correspondence and oral
                  communications between the parties regarding the
                  Reorganization, constitutes the only understanding with
                  respect to the Reorganization, may not be changed except by a
                  letter of agreement signed by each party and shall be governed
                  by and construed in accordance with the laws of the State of
                  Illinois applicable to agreements made and to be performed in
                  said state.

         (d)      It is expressly agreed that the obligations of the Funds
                  hereunder shall not be binding upon any of their respective
                  trustees, shareholders, nominees, officers, agents, or
                  employees personally, but shall bind only the trust property
                  of the respective Fund as provided in such Fund's Declaration
                  of Trust. The execution and delivery of this Agreement has
                  been authorized by the trustees of each Fund and signed by
                  authorized officers of each Fund, acting as such, and neither
                  such authorization by such trustees, nor such execution and
                  delivery by such officers shall be deemed to have been made by
                  any of them individually or to impose any liability on any of
                  them personally, but shall bind only the trust property of
                  each Fund as provided in such Funds' Declaration of Trust.

         This Agreement may be executed in any number of counterparts, each of
which, when executed and delivered, shall be deemed to be an original but all
such counterparts together shall constitute but one instrument.

         IN WITNESS WHEREOF, the parties have hereunto caused this Agreement to
be executed and delivered by their duly authorized officers as of the day and
year first written above.


                                      A-17

<PAGE>

                                       VAN KAMPEN XXXXXXXXXXXXX
                                       XXXXXXXXXXXXXXXXXXXXXX



                                       -----------------------------------------
                                       [Name]
                                       [Title]
Attest: [Name]
[Title]

                                       VAN KAMPEN XXXXXXXXXXXXX
                                       XXXXXXXXXXXXXXXXXXXX



                                       -----------------------------------------
                                       [Name]
                                       [Title]
Attest: [Name]
[Title]





                                      A-18
<PAGE>



                                   APPENDIX B

         YEAR OF INITIAL ELECTION OR APPOINTMENT OF EACH TRUSTEE TO THE
                         BOARD OF TRUSTEES OF EACH FUND







































                                       B-1


<PAGE>


     The table below sets forth the year in which each of the trustees initially
was elected or appointed to the Board of Trustees of each Fund.

<Table>
<Caption>
Fund                            Arch  Choate  Dammeyer  Heagy  Kennedy   Kerr  Merin  Nelson  Powers  Sonnenschein  Whalen  Woolsey
- ----                            ----  ------  --------  -----  -------   ----  -----  ------  ------  ------------  ------  -------
<S>                             <C>   <C>     <C>       <C>    <C>       <C>   <C>    <C>     <C>     <C>           <C>     <C>
Van Kampen New                  1991   2003     1991     2003    2003    1992  2003    2003    1999       1994       1991    2003
York Quality Trust

Van Kampen New                  1993   2003     1993     2003    2003    1993  2003    2003    1999       1994       1993    2003
York Value Municipal
Income Trust

Van Kampen Trust for            1992   2003     1992     2003    2003    1993  2003    2003    1999       1994       1992    2003
Investment Grade New
York Municipals
</Table>




















                                      B-2








<PAGE>











                                   APPENDIX C


                        CERTIFICATE OF VOTE OF TRUSTEES
                         ESTABLISHING PREFERRED SHARES



































                                       C-1





<PAGE>



                                                          Federal Identification
                                                                  No. 36-6981632

                        THE COMMONWEALTH OF MASSACHUSETTS

                 Office of the Massachusetts Secretary of State
                       Michael Joseph Connolly, Secretary
                    One Ashburton Place, Boston, Mass. 02108

                  CERTIFICATE OF VOTE OF TRUSTEES ESTABLISHING
                                PREFERRED SHARES

                  I, Ronald A. Nyberg, Secretary, of Van Kampen Merritt Trust
For Investment Grade New York Municipals (the "Fund") located at One Parkview
Plaza, Oakbrook Terrace, IL 60181, do hereby certify that at a meeting of the
trustees of the Fund held on May 14, 1992, the following vote establishing and
designating preferred shares of beneficial interest and determining the relative
rights and preferences thereof was duly adopted:

                  First: Pursuant to authority expressly vested in the Board of
Trustees of the Fund by Article VI of its Declaration of Trust (which, as
amended or restated from time to time is, together with this Certificate of
Vote, herein called the "Declaration of Trust"), the Board of Trustees hereby
authorizes the issuance of 1,200 shares of its authorized preferred shares of
beneficial interest, par value $.01 per share ("Preferred Shares"), liquidation
preference of $50,000 per share, designated Auction Preferred Shares (the
"APS").

                  Second: The preferences, voting powers, qualifications, and
special or relative rights or privileges of the preferred shares of beneficial
interest are as follows:

                                   DESIGNATION

                  APS: The 1,200 preferred shares of beneficial interest, $.01
par value, liquidation preference $50,000 per share, are hereby designated
"Auction Preferred Shares." Each share of APS shall be issued on June 10, 1992;
have an Applicable Rate for its Initial Dividend Period (which period shall
continue to and including Wednesday, January 20, 1993) equal to 3.50% per annum;
have an initial Dividend Payment Date of Wednesday, July 1, 1992; and have such
other preferences, limitations and relative voting rights, in addition to those
required by applicable law or set forth in the Declaration of




                                      C-2
<PAGE>


Trust applicable to preferred shares of beneficial interest of the Fund, as are
set forth in Part I and Part II of this Certificate of Vote. The APS shall
constitute a separate series of Preferred Shares of the Fund, and each share of
APS shall be identical except as provided in Section 3 of Part I of this
Certificate of Vote.

                  No holder of APS shall have, solely by reason of being such a
holder of APS, any right to acquire, purchase or subscribe for any APS, common
shares of beneficial interest, par value $.01 per share, of the Fund or other
securities of the Fund which it may hereafter issue or sell (whether out of the
number of shares authorized by the Declaration of Trust, or out of any shares
acquired by the Fund after the issuance thereof, or otherwise).

                                    PART I.

                  1. Number of Shares; Ranking. (b) No fractional APS shall be
 issued.

                     (c) Any APS which at any time have been redeemed or
purchased by the Fund shall, after such redemption or purchase, have the status
of authorized but unissued Preferred Shares.

                     (d) The APS shall rank on a parity with shares of any other
series of Preferred Shares (including any other series of APS) as to the payment
of dividends and the distribution of assets upon dissolution, liquidation or
winding up of the affairs of the Fund.

                  2. Dividends. (b) The Holder of any of the APS shall be
 entitled to receive, when, as and if declared by the Board of Trustees, out of
 funds legally available therefor, cumulative cash dividends at the Applicable
 Rate per annum thereof, determined as set forth in paragraph (c) of this
 Section 2, and no more (except to the extent set forth in Section 12 of this
 Part I), payable on the respective dates (each a "Dividend Payment Date")
 determined as set forth in paragraph (b) of this Section 2. Dividends on any of
 the APS shall accumulate at the Applicable Rate per annum from the Date of
 Original Issue thereof.

                     (c) (i) Dividends shall be payable subject to subparagraph
(b) (ii) of this Section 2, on Wednesday, July 1, 1992, and the first Business
Day of each calendar month thereafter, provided that in any calendar month in
which an Auction Date is scheduled to occur, dividends shall be payable on the
first Business Day next succeeding such Auction Date, subject to certain
exceptions, provided that if the Fund, subject to the conditions set forth in
Section 4 of this Part I, designates any Subsequent Dividend Period as a Special
Dividend Period, dividends will be payable: (1) with respect to a Special
Dividend Period of less than 35 days, the day after the last day thereof, and
(2) with respect to a Special Dividend Period of 35 days or more, the first
Business Day of each calendar month thereafter provided that, in any calendar
month in which an Auction Date is scheduled to occur, dividends shall be payable
on the first Business Day next succeeding such Auction Date.



                                      C-3


<PAGE>




After any Special Dividend Period, dividends on such APS shall be payable,
subject to subparagraph (b)(ii) of this Section 2, on the first Business Day of
each calendar month thereafter, provided that in any calendar month in which an
Auction Date for such APS is scheduled to occur, dividends shall be payable on
the first Business Day next succeeding such Auction Date, subject in each case
to the options of the Fund to further designate from time to time any Subsequent
Dividend Period thereof as a Special Dividend Period.

                         (ii) In the case of dividends that would otherwise be
     payable on a Sunday, Monday, Tuesday, Wednesday, Thursday, Friday or
     Saturday as determined by subparagraph (b) (i) of this Section 2, including
     clause (1), (2) or (3) of the proviso thereto, if (i) the Sunday, Monday or
     Tuesday that would otherwise be the Dividend Payment Date is not a Business
     Day, then dividends shall be payable on the first Business Day that falls
     after such Sunday, Monday or Tuesday, or (ii) the Wednesday, Thursday,
     Friday or Saturday that would otherwise be the Dividend Payment Date is not
     a Business Day, then dividends shall be payable on the first Business Day
     that falls prior to such Wednesday, Thursday, Friday or Saturday.

                         (iii) The Fund shall pay to the Auction Agent not later
     than 12:00 Noon, New York City time, on the Business Day next preceding
     each Dividend Payment Date for the APS, an aggregate amount of funds
     available on the next Business Day in The City of New York, New York, equal
     to the dividends to be paid to all Holders of APS on such Dividend Payment
     Date.

                         (iv) All moneys paid to the Auction Agent for the
     payment of dividends (or for the payment of any late charges pursuant to
     subparagraph (c)(i) of this Section 2) shall be held in trust for the
     payment of such dividends (and any such late charge) by the Auction Agent
     for the benefit of the Holders specified in subparagraph (b)(v) of this
     Section 2. Any moneys paid to the Auction Agent in accordance with the
     foregoing but not applied by the Auction Agent to the payment of dividends
     (and any late charge) will, to the extent permitted by law, be repaid to
     the Fund at the end of 90 days from the date on which such moneys were so
     to have been applied.

                         (v) Each dividend on the APS shall be paid on the
     Dividend Payment Date therefor to the Holders as their names appear on the
     share books of the Fund on the Business Day next preceding such Dividend
     Payment Date. Dividends in arrears for any past Dividend Period may be
     declared and paid at any time, without reference to any regular Dividend
     Payment Date, to the Holders as their names appear on the share books of
     the Fund on such date, not exceeding 15 days preceding the payment date
     thereof, as may be fixed by the Board of Trustees.

                     (d) (i) The dividend rate on the APS during the period
from and after the Date of Original Issue thereof to and including the last day
of the Initial Dividend Period therefor shall be equal to the rate per annum set
forth with respect to such APS under "Designation," above. For each Subsequent
Dividend Period of any of


                                      C-4


<PAGE>



the APS outstanding thereafter, the dividend rate on such APS shall be equal
to the rate per annum that results from an Auction for such APS on the Auction
Date next preceding such Subsequent Dividend Period; provided, however, that if
an Auction for any Subsequent Dividend Period of any of the APS is not held for
any reason or if a Failure to Deposit occurs and such failure has not been cured
as set forth below prior to any succeeding Subsequent Dividend Period thereof,
then, subject to the next succeeding provision, the dividend rate on the APS for
any such Subsequent Dividend Period shall be the Maximum Rate (as defined
herein) for such APS on the Auction Date for such Subsequent Dividend Period;
provided, further, however, that if any Failure to Deposit shall have occurred
with respect to any of the APS during any Rate Period thereof, and prior to
12:00 noon, New York City time, on the third Business Day next succeeding the
date on which such Failure to Deposit occurred, such Failure to Deposit shall
not have been cured in accordance with the next succeeding sentence or the Fund
shall not have paid to the Auction Agent a late charge equal to the sum of (1)
if such Failure to Deposit consisted of the failure timely to pay to the Auction
Agent the full amount of dividends with respect to any Dividend Period on the
APS, an amount computed by multiplying (x) 200% of the "AA" Composite Commercial
Paper Rate (or Treasury Rate, if applicable) for the Rate Period during which
such Failure to Deposit occurs on the Dividend Payment Date for such Dividend
Period by (y) a fraction, the numerator of which shall be the number of days for
which such Failure to Deposit has not been cured in accordance with the next
succeeding sentence (including the day such Failure to Deposit occurs and
excluding the day such Failure to Deposit is cured) and the denominator of which
shall be 365, and applying the rate obtained against the aggregate liquidation
preference of the outstanding APS and (2) if such Failure to Deposit consisted
of the failure timely to pay to the Auction Agent the Redemption Price of the
APS, if any, for which Notice of Redemption has been given by the Fund pursuant
to paragraph (b) of Section 3 of this Part I, an amount computed by multiplying
(x) 200% of the "AA" Composite Commercial Paper Rate (or Treasury Rate, if
applicable) for the Rate Period during which such Failure to Deposit occurs on
the redemption date by (y) a fraction, the numerator of which shall be the
number of days for which such Failure to Deposit is not cured in accordance with
the next succeeding sentence (including the day such Failure to Deposit occurs
and excluding the day such Failure to Deposit is cured) and the denominator of
which shall be 365, and applying the rate obtained against the aggregate
liquidation preference of the outstanding shares of APS to be redeemed. A
Failure to Deposit with respect to the APS shall have been cured (if such
Failure to Deposit is not solely due to the willful failure of the Fund to make
the required payment to the Auction Agent) with respect to any Rate Period if,
not later than 12:00 Noon, New York City time, on the fourth Business Day
preceding the Auction Date for the Rate Period subsequent to such Rate Period
the Fund shall have paid to the Auction Agent (A) all accumulated and unpaid
dividends on the APS and (B) without duplication, the Redemption Price for the
APS, if any, for which Notice of Redemption has been given by the Fund pursuant
to paragraph (b) of Section 3 of this Part I.

                         (ii) The amount of dividends per share payable on the
     APS on any date on which dividends shall be payable on the APS shall be
     computed by multiplying the respective Applicable Rate for such APS in
     effect for such Dividend Period or Dividend Periods or part thereof for
     which dividends


                                      C-5


<PAGE>



     have not been paid by a fraction, the numerator of which shall be the
     number of days in such Dividend Period or Dividend Periods or part thereof
     and the denominator of which shall be 365 if such Dividend Period is a Rate
     Period, or is contained in a Rate Period, of less than one year and 360 for
     all other Dividend Periods, and applying the rate obtained against $50,000.

                     (e) Any dividend payment made on the APS shall first be
credited against the earliest accumulated but unpaid dividends due with respect
to such APS.

                     (f) Except as set forth in the next sentence, no dividends
shall be declared or paid or set apart for payment on the shares of any class or
series of shares ranking, as to the payment of dividends, on a parity with the
APS for any period unless full cumulative dividends have been or
contemporaneously are declared and paid on the APS through the most recent
Dividend Payment Date for such APS. When dividends are not paid in full upon the
APS through their most recent respective Dividend Payment Dates or upon the
shares of any other class or series of shares ranking on a parity as to the
payment of dividends with the APS through their most recent respective dividend
payment dates, all dividends declared upon the APS and any other such class or
series of shares ranking on a parity as to the payment of dividends with the APS
shall be declared pro rata so that the amount of dividends declared per share on
the APS and such other class or series of shares shall in all cases bear to each
other the same ratio that accumulated dividends per share on the APS and such
other class or series of shares bear to each other (for purposes of this
sentence, the amount of dividends declared per share shall be based on the
Applicable Rate for such shares for the Dividend Periods during which dividends
were not paid in full). Holders of the APS shall not be entitled to any
dividend, whether payable in cash, property or shares, in excess of full
cumulative dividends, as herein provided, on the APS. No interest, or sum of
money in lieu of interest, shall be payable in respect of any dividend payment
or payments on the APS which may be in arrears, and, except to the extent set
forth in subsection (c)(i) of this Section 2, no additional sum of money shall
be payable in respect of any such arrearage.

                     (g) Dividends on the APS shall be designated as
exempt-interest dividends up to the amount of tax-exempt income of the Fund, to
the extent permitted by, and for purposes of, Section 852 of the Internal
Revenue Code of 1986, as amended from time to time.

                     (h) The Board of Trustees shall not declare any dividend
(except a dividend payable in Common Shares), or declare any other distribution,
upon the Common Shares, or purchase Common Shares, unless in every such case the
APS have, at the time of any such declaration or purchase, an asset coverage (as
defined in and determined pursuant to the 1940 Act) of at least 200% (or such
other asset coverage as may in the future be specified in or under the 1940 Act
as the minimum asset coverage for senior securities which are stock of a
closed-end investment company as a condition of declaring dividends on its
common stock) after deducting the amount of such dividend, distribution or
purchase price, as the case may be.





                                      C-6

<PAGE>




                  3. Redemption. (b) (i) Upon giving a Notice of Redemption, as
provided below, the Fund at its option may redeem any of the APS, in whole or in
part, on the Second Business Day next preceding any Dividend Payment Date
applicable to those shares of APS called for redemption, out of funds legally
available therefor, at the Optional Redemption Price; provided that during a
Special Dividend Period of 365 days or more no share of APS will be subject to
optional redemption during any Non-Call Period; provided, that any of the APS
may not be redeemed in part if after such partial redemption fewer than 250
shares of such APS remain outstanding.

                         (ii) If fewer than all of the outstanding APS are to be
     redeemed pursuant to subparagraph (a)(i) of this Section 3, the number of
     APS to be redeemed shall be determined by the Board of Trustees, and such
     shares shall be redeemed pro rata from the Holders of such APS in
     proportion to the number of such shares held by such Holders.

                         (iii) No APS shall be redeemed pursuant to
     subparagraphs (a)(i) or (a)(ii) of this Section 3 unless, on the date on
     which the Fund intends to give notice of such redemption pursuant to
     paragraph (b) of this Section 3, (a) the Fund has available Deposit
     Securities with maturity or tender dates not later than the day preceding
     the applicable redemption date and having a value not less than the amount
     (including the applicable premium, if any) due to Holders of the APS by
     reason of the redemption of such shares on such redemption date and (b)
     Moody's Eligible Assets (if Moody's is then rating the APS) and S&P
     Eligible Assets (if S&P is then rating the APS) each at least equal the APS
     Basic Maintenance Amount, and would at least equal the APS Basic
     Maintenance Amount immediately subsequent to such redemption, if such
     redemption were to occur on such date, and on the date of redemption.

                         (iv) Subject to Section 3(g), the Fund shall redeem at
     the Mandatory Redemption Price certain of the APS if the Fund fails to
     maintain the APS Basic Maintenance Amount or 1940 Act APS Asset Coverage in
     accordance with the requirements of the rating agency or agencies then
     rating the APS and such failure is not cured on or before the APS Basic
     Maintenance Cure Date or the 1940 Act Cure Date, as the case may be. The
     number of APS to be redeemed shall be equal to the lesser of (i) the
     minimum number of APS the redemption of which, if deemed to have occurred
     immediately prior to the opening of business on the Cure Date, together
     with all other Preferred Shares subject to redemption or retirement, would
     result in the satisfaction of the APS Basic Maintenance Amount or the 1940
     Act APS Asset Coverage, as the case may be, on such Cure Date (provided
     that, if there is no such minimum number of APS and other Preferred Shares
     the redemption of which would have such result, all the APS and Preferred
     Shares then outstanding shall be redeemed), and (ii) the maximum number of
     APS, together with all other Preferred Shares subject to redemption or
     retirement, that can be redeemed out of funds expected to be legally
     available therefor. In determining the APS required to be redeemed in
     accordance with the foregoing, the Fund shall allocate the number required
     to be redeemed to satisfy the APS Basic Maintenance Amount or the 1940 Act
     APS Asset Coverage, as the





                                      C-7

<PAGE>



     case may be, pro rata among the APS and other Preferred Shares subject to
     redemption provisions similar to those contained in this subparagraph
     (a)(iv) of this Section 3. The Fund shall effect such redemption not
     earlier than 20 days and not later than 40 days after such Cure Date,
     except that if the Fund does not have funds legally available for the
     redemption of all of the required number of APS and other Preferred Shares
     which are subject to redemption provisions similar to those contained in
     this subparagraph (a)(iv) of this Section 3 or the Fund otherwise is unable
     to effect such redemption on or prior to 40 days after such Cure Date, the
     Fund shall redeem those APS and other Preferred Shares which it was unable
     to redeem on the earliest practicable date on which it is able to effect
     such redemption. If fewer than all of the outstanding APS are to be
     redeemed pursuant to this Section 3(a)(iv), the number of APS to be
     redeemed shall be redeemed pro rata from the Holders of such shares in
     proportion to the number of shares held by such Holders.

                     (c) The Fund is required to give 30 days Notice of
Redemption. In the event the Fund obtains appropriate exemptive or no-action
relief from the Securities and Exchange Commission, the number of days' notice
required for a mandatory redemption may be reduced by the Board of Trustees of
the Fund to as few as two Business Days if Moody's and S&P each has agreed in
writing that the revised notice provision would not adversely affect its
then-current ratings of the APS. The Auction Agent will use its reasonable
efforts to provide telephonic notice to each holder of APS called for redemption
not later than the close of business on the Business Day on which the Auction
Agent determines the shares to be redeemed (as described above) (or, during the
occurrence of a Failure to Deposit with respect to such shares, not later than
the close of business on the Business Day immediately following the day on which
the Auction Agent receives Notice of Redemption from the Fund). Such telephonic
notice will be confirmed promptly in writing not later than the close of
business on the third Business Day preceding the redemption date by notice sent
by the Auction Agent to each holder of record of APS called for redemption, the
Broker-Dealers and the Securities Depository. Every Notice of Redemption and
other redemption notice with respect to APS will state: (1) the redemption date,
(2) the number of APS to be redeemed, (3) the redemption price, (4) that
dividends on the APS to be redeemed will cease to accumulate as of such
redemption date and (5) the provision of the APS Provisions pursuant to which
such shares are being redeemed. No defect in the Notice of Redemption or other
redemption notice or in the transmittal or the mailing thereof will affect the
validity of the redemption proceedings, except as required by applicable law. If
fewer than all of the APS held by any Holder are to be redeemed, the Notice of
Redemption mailed to such Holder shall also specify the number of APS to be
redeemed from such Holder.

                     (d) Notwithstanding the provisions of paragraph (a) of this
Section 3, if any dividends on APS are in arrears, none of the APS shall be
redeemed unless all outstanding APS are simultaneously redeemed, and the Fund
shall not purchase or otherwise acquire any shares of such APS; provided,
however, that the foregoing shall not prevent the purchase or acquisition of all
outstanding APS pursuant to the successful completion of an otherwise lawful
purchase or exchange offer made on the same terms to, and accepted by, Holders
of all outstanding APS.




                                      C-8

<PAGE>



                     (e) Upon the deposit of funds sufficient to redeem the APS
with the Auction Agent and the giving of Notice of Redemption under Paragraph
(b) of this Section 3, dividends on such shares shall cease to accumulate and
such shares shall no longer be deemed to be outstanding for any purpose, and all
rights of the Holders of the shares so called for redemption shall cease and
terminate, except the right of such Holders to receive the Optional Redemption
Price or Mandatory Redemption Price, as the case may be, but without any
interest or other additional amount, except as provided in Section 2(c)(i) and
in Section 12. Upon surrender in accordance with the Notice of Redemption of the
certificates for any shares so redeemed (properly endorsed or assigned for
transfer, if the Board of Trustees shall so require and the Notice of Redemption
shall so state), the Optional Redemption Price or Mandatory Redemption Price, as
the case may be, shall be paid by the Auction Agent to the Holders of the APS
subject to redemption. In the case that fewer than all of the shares represented
by any such certificate are redeemed, a new certificate shall be issued,
representing the unredeemed shares, without cost to the Holder thereof. The Fund
shall be entitled to receive from the Auction Agent, promptly after the date
fixed for redemption, any cash deposited with the Auction Agent in excess of (i)
the aggregate Optional Redemption Price of the APS called for redemption on such
date and (ii) all other amounts to which Holders of the APS called for
redemption may be entitled. Any funds so deposited that are unclaimed at the end
of 90 days from such redemption date shall, to the extent permitted by law, be
repaid to the Fund, after which time the Holders of the APS so called for
redemption may look only to the Fund for payment of the Optional Redemption
Price or Mandatory Redemption Price, as the case may be, and all other amounts
to which they may be entitled. The Fund shall be entitled to receive, from time
to time after the date fixed for redemption, any interest on the funds so
deposited.

                     (f) To the extent that any redemption for which Notice of
Redemption has been given is not made by reason of the absence of legally
available funds therefor, such redemption shall be made as soon as practicable
to the extent such funds become available. Failure to redeem the APS shall be
deemed to exist at any time after the date specified for redemption in a Notice
of Redemption when the Fund shall have failed, for any reason whatsoever, to
deposit in trust with the Auction Agent the Redemption Price with respect to any
shares for which such Notice of Redemption has been given. Notwithstanding the
fact that the Fund may not have redeemed the APS for which a Notice of
Redemption has been given, dividends may be declared and paid on the APS and
shall include those APS for which a Notice of Redemption has been given.

                     (g) All moneys paid to the Auction Agent for payment of
the Optional Redemption Price or Mandatory Redemption Price, as the case may be,
of the APS called for redemption shall be held in trust by the Auction Agent for
the benefit of Holders of shares so to be redeemed.

                     (h) In effecting any redemption pursuant to this Section 3,
the Fund shall use its best efforts to comply with all applicable procedural
conditions precedent to effecting such redemption under the 1940 Act and
Massachusetts law, but shall effect no redemption except to the extent permitted
by the 1940 Act and Massachusetts law.



                                      C-9

<PAGE>



                     (i) In the case of any redemption pursuant to this Section
3, only whole APS shall be redeemed, and in the event that any provision of the
Declaration of Trust would require redemption of a fractional share, the Auction
Agent shall be authorized to round up so that only whole shares are redeemed.

                  4. Designation of Special Dividend Periods. (b) The Fund, at
its option, may designate any succeeding Subsequent Dividend Period of the APS
as a Special Dividend Period; provided, however, that such designation shall be
effective only if (A) notice thereof shall have been given in accordance with
paragraph (b) and clause (i) of paragraph (c) of this Section 4, (B) any Failure
to Deposit that shall have occurred with respect to the APS during any Dividend
Period shall have been cured in accordance with the provisions of the third
sentence of paragraph (c)(i) of Section 2 of this Part I, (C) Sufficient
Clearing Bids (as defined in Section 1 of Part II hereof) for such APS shall
have existed in an Auction held on the Auction Date immediately preceding the
first day of such proposed Special Dividend Period, (D) if any Notice of
Redemption shall have been mailed by the Fund pursuant to paragraph (b) of
Section 3 of this Part I with respect to any of the APS, the Redemption Price
with respect to such shares shall have been deposited with the Auction Agent and
(E) in the event the Fund wishes to designate any succeeding Subsequent Dividend
Period for such APS as a Special Dividend Period consisting of more than 28 Rate
Period Days, the Fund has received written confirmation from S&P (if S&P is then
rating the APS) and Moody's (if Moody's is then rating the APS) that such
designation would not affect the rating then assigned by S&P and Moody's to such
APS.

                     (c) If the Fund proposes to designate any succeeding
Subsequent Dividend Period of any of the APS as a Special Dividend Period of
more than 28 Rate Period Days pursuant to paragraph (a) of this Section 4, not
less than 20 nor more than 30 days prior to the date the Fund proposes to
designate as the first day of such Special Dividend Period (which shall be such
day that would otherwise be the first day of a Minimum Dividend Period), notice
shall be (i) published or caused to be published by the Fund in a newspaper of
general circulation to the financial community in The City of New York, New
York, which carries financial news, and (ii) communicated by the Fund by
telephonic or other means to the Auction Agent and confirmed in writing promptly
thereafter. Each such notice shall state (A) that the Fund may exercise its
option to designate a succeeding Subsequent Dividend Period of such APS as a
Special Dividend Period, specifying the first day thereof and (B) that the Fund
will by 11:00 A.M., New York City time, on the second Business Day next
preceding such date notify the Auction Agent of either (x) its determination,
subject to certain conditions, to exercise such option, in which case the Fund
shall specify the Special Dividend Period designated and the terms of the
Specific Redemption Provisions, if any, or (y) its determination not to exercise
such option.

                     (d) No later than 11:00 A.M., New York City time, on the
second Business Day next preceding the first day of any proposed Special
Dividend Period the Fund shall deliver to the Auction Agent either:



                                      C-10

<PAGE>



                         (i) a notice stating (A) that the Fund has determined
     to designate the next succeeding Dividend Period as a Special Dividend
     Period, specifying the same and the first day thereof, (B) the Auction Date
     immediately prior to the first day of such Special Dividend Period, (C) the
     terms of the Specific Redemption Provisions, if any, (D) that such Special
     Dividend Period shall not commence if (1) on such Auction Date Sufficient
     Clearing Bids shall not exist (in which case the succeeding Rate Period
     shall be a Minimum Dividend Period) or (2) a Failure to Deposit shall have
     occurred prior to the first day of such Special Dividend Period and (E) the
     scheduled Dividend Payment Dates for such APS during such Special Dividend
     Period; provided that, if such Special Dividend Period consists of more
     than 28 Rate Period Days, such notice will be accompanied by an APS Basic
     Maintenance Report showing that, as of the third Business Day next
     preceding such proposed Special Dividend Period, (1) Moody's Eligible
     Assets, assuming for the purposes of calculating Moody's Eligible Assets,
     in connection with an APS Basic Maintenance Report required to be prepared
     pursuant to this Section 4(c)(i), a Moody's Exposure Period of "eight weeks
     or less but greater than seven weeks" (if Moody's is then rating such APS)
     and (2) S&P Eligible Assets (if S&P is then rating such APS) each at least
     equal the APS Basic Maintenance Amount as of such Business Day (assuming
     for purposes of the foregoing calculation that the Maximum Rate is the
     Maximum Rate on such Business Day as if such Business Day were the Auction
     Date for the proposed Special Dividend Period); or

                         (ii) a notice stating that the Fund has determined not
     to exercise its option to designate a Special Dividend Period for such APS
     and that the next succeeding Dividend Period shall be a Minimum Dividend
     Period.

If the Fund fails to deliver either such notice with respect to any designation
of any proposed Special Dividend Period to the Auction Agent by 11:00 A.M., New
York City time, on the second Business Day next preceding the first day of such
proposed Special Dividend Period, the Fund shall be deemed to have delivered a
notice to the Auction Agent with respect to such Special Dividend Period to the
effect set forth in clause (ii) of the preceding sentence.

                  5. Voting Rights. (b) Except as otherwise provided in the
Declaration of Trust or as otherwise required by law, (i) each Holder of APS
shall be entitled to one vote for each of the APS held on each matter submitted
to a vote of shareholders of the Fund, and (ii) the holders of outstanding
Preferred Shares, including APS, and of Common Shares shall vote together as a
single class; provided that, at a meeting of the shareholders of the Fund held
for the election of the trustees, the holders of outstanding Preferred Shares,
including APS, represented in person or by proxy at said meeting, shall elect
two trustees of the Fund, each Preferred Share, including each of the APS,
entitling the holder thereof to one vote. Subject to paragraph (b) of this
Section 5, the holders of outstanding Common Shares shall elect the balance of
the trustees.

                     (c) During any period in which any one or more of the
conditions described below shall exist (such period being referred to herein as
a "Voting



                                      C-11

<PAGE>


Period"), the number of trustees constituting the Board of Trustees shall be
automatically increased by the smallest number that, when added to the two
trustees elected exclusively by the holders of Preferred Shares, including APS,
would constitute a majority of the Board of Trustees as so increased by such
smallest number, and the holders of Preferred Shares, including APS, shall be
entitled, voting as a class on a one-vote-per-share basis (to the exclusion of
the holders of all other securities and class of capital shares of the Fund), to
elect such smallest number of additional trustees, together with the two
trustees that such holders are in any event entitled to elect. A Voting Period
shall commence:

                         (i) if at the close of business on any Dividend Payment
     Date accumulated dividends (whether or not earned or declared) on any
     outstanding APS equal to at least two full years' dividends shall be due
     and unpaid and sufficient cash or specified securities shall not have been
     deposited with the Auction Agent for the payment of such accumulated
     dividends; or

                         (ii) if at any time holders of any other Preferred
     Shares are entitled under the 1940 Act to elect a majority of the trustees
     of the Fund.

Upon the termination of a Voting Period, the voting rights described in this
paragraph (b) of Section 5 shall cease, subject always, however, to the
revesting of such voting rights in the Holders upon the further occurrence of
any of the events described in this paragraph (b) of Section 5.

                     (d) (i) As soon as practicable after the accrual of any
right of the holders of Preferred Shares to elect additional trustees as
described in paragraph (b) of this Section 5, the Fund shall notify the Auction
Agent and the Auction Agent shall call a special meeting of such holders, by
mailing a notice of such special meeting to such holders, such meeting to be
held not less than 10 nor more than 20 days after the date of mailing of such
notice. If the Fund fails to send such notice to the Auction Agent or if the
Auction Agent does not call such a special meeting, it may be called by any such
holder on like notice. The record date for determining the holders entitled to
notice of and to vote at such special meeting shall be the close of business on
the fifth Business Day preceding the day on which such notice is mailed. At any
such special meeting and at each meeting of holders of Preferred Shares held
during a Voting Period at which trustees are to be elected, such holders, voting
together as a class (to the exclusion of the holders of all other securities and
classes of capital shares of the Fund), shall be entitled to elect the number of
trustees prescribed in paragraph (b) of this Section 5 on a one-vote-per-share
basis.

                         (ii) For purposes of determining any rights of the
     Holders to vote on any matter, whether such right is created by this
     Certificate of Vote, by the other provisions of the Declaration of Trust,
     by statute or otherwise, no Holder shall be entitled to vote and no APS
     shall be deemed to be "outstanding" for the purpose of voting or
     determining the number of shares required to constitute a quorum if, prior
     to or concurrently with the time of determination of shares entitled to
     vote or shares deemed outstanding for quorum purposes, as the case may be,
     the Redemption Price for the redemption of such




                                      C-12

<PAGE>



     shares has been deposited in trust with the Auction Agent for that purpose
     and the requisite Notice of Redemption with respect to such shares shall
     have been given as provided in Section 3 of this Part I. None of the APS
     held by the Fund or any affiliate of the Fund shall have any voting rights
     or be deemed to be outstanding for voting or other purposes.

                         (iii) The terms of office of all persons who are
     Trustees of the Fund at the time of a special meeting of Holders and
     holders of other Preferred Shares to elect trustees shall continue,
     notwithstanding the election at such meeting by the Holders and such other
     holders of the number of trustees that they are entitled to elect, and the
     persons so elected by the Holders and such other holders, together with the
     two incumbent trustees elected by the Holders and such other holders of
     Preferred Shares and the remaining incumbent trustees elected by the
     holders of the Common Shares, shall constitute the duly elected trustees of
     the Fund.

                         (iv) Simultaneously with the termination of a Voting
     Period, the terms of office of the additional trustees elected by the
     Holders and holders of other Preferred Shares pursuant to paragraph (b) of
     this Section 5 shall terminate, the remaining trustees shall constitute the
     trustees of the Fund and the voting rights of the Holders and such other
     holders to elect additional trustees pursuant to paragraph (b) of this
     Section 5 shall cease, subject to the provisions of the last sentence of
     paragraph (b) of this Section 5.

                     (e) (i) So long as any of the APS are outstanding, the Fund
shall not, without the affirmative vote of the Holders of the Outstanding APS
determined with reference to a "majority of outstanding voting securities" as
that term is defined in Section 2(a)(42) of the 1940 Act (voting separately as
one class): (a) authorize, create or issue any class or series of shares of
beneficial interest ranking prior to or on a parity with the APS with respect to
the payment of dividends or the distribution of assets upon dissolution,
liquidation or winding up of the affairs of the Fund, or increase the authorized
amount of any series of APS (except that, notwithstanding the foregoing, but
subject to the provisions of Section 13, the Board of Trustees, without the vote
or consent of the Holders of APS, may from time to time authorize and create,
and the Fund may from time to time issue, classes or series of Preferred Shares,
including APS, ranking on a parity with the APS with respect to the payment of
dividends and the distribution of assets upon dissolution, liquidation or
winding up of the affairs of the Fund, subject to continuing compliance by the
Fund with 1940 Act APS Asset Coverage and APS Basic Maintenance Amount
requirements, provided that the Fund obtains written confirmation from Moody's
(if Moody's is then rating APS) and S&P (if S&P is then rating APS) that the
issuance of such class or series would not impair the rating then assigned by
such rating agency to the APS), (b) amend, alter or repeal the provisions of the
Declaration of Trust, including this Certificate of Vote, whether by merger,
consolidation or otherwise, so as to affect any preference, right or power of
such APS or the Holders thereof; provided that (i) none of the actions permitted
by the exception to (a) above will be deemed to affect such preferences, rights
or powers and (ii) the authorization, creation and issuance of classes or series
of shares ranking junior to the APS with respect to the




                                      C-13


<PAGE>



payment of dividends and the distribution of assets upon dissolution,
liquidation or winding up of the affairs of the Fund, will be deemed to affect
such preferences, rights or powers only if Moody's or S&P is then rating the APS
and such issuance would, at the time thereof, cause the Fund not to satisfy the
1940 Act APS Asset Coverage or the APS Basic Maintenance Amount, or (c) file a
voluntary application for relief under Federal bankruptcy law or any similar
application under state law for so long as the Fund is solvent and does not
foresee becoming insolvent.

                         (i) The Board of Trustees, without the vote or consent
     of the Holders of APS, may from time to time amend, alter or repeal any or
     all of the definitions of the terms listed below, and any such amendment,
     alteration or repeal will not be deemed to affect the preferences, rights
     or powers of the APS or the Holders thereof, provided the Board of Trustees
     receives written confirmation from Moody's (such confirmation being
     required to be obtained only in the event Moody's is rating the APS and in
     no event being required to be obtained in the case of the definitions of
     Deposit Securities, Discounted Value and Receivables for New York Municipal
     Securities Sold as such terms apply to S&P Eligible Assets, Dividend
     Coverage Amount, Dividend Coverage Assets, Minimum Liquidity Level, S&P
     Discount Factor, S&P Eligible Assets, S&P Exposure Period and Valuation
     Date as such term applies to the definitions of Dividend Coverage Amount,
     Dividend Coverage Assets and Minimum Liquidity Level) and S&P (such
     confirmation being required to be obtained only in the event S&P is rating
     the APS and in no event being required to be obtained in the case of the
     definitions of Discounted Value and Receivables for New York Municipal
     Securities Sold as such terms apply to Moody's Eligible Assets, Moody's
     Discount Factor, Moody's Eligible Asset and Moody's Exposure Period) that
     any such amendment, alteration or repeal would not impair the ratings then
     assigned by Moody's or S&P, as the case may be, to the APS (provided that
     with respect to the Maximum Rate such amendment or alteration shall not, in
     any event, cause the Maximum Rate to fall below the Maximum Rate that would
     have resulted absent such amendment or alteration):

                  APS Basic
                           Maintenance Amount
                  APS Basic
                           Maintenance Cure Date
                  APS Basic
                           Maintenance Report
                  Deposit Securities
                  Discounted Value
                  Dividend Coverage Amount
                  Dividend Coverage Assets
                  Market Value
                  Maximum Potential
                           Gross-up
                           Payment Liability
                  Maximum Rate



                                      C-14

<PAGE>





                  Minimum Liquidity Level
                  Moody's Discount Factor
                  Moody's Eligible Asset
                  Moody's Exposure Period
                  1940 Act Cure Date
                  1940 Act APS
                           Asset Coverage
                  Quarterly Valuation Date
                  Receivables for New York
                           Municipal Securities Sold
                  S&P Discount Factor
                  S&P Eligible Asset
                  S&P Exposure Period
                  Valuation Date

                     (f) Unless otherwise required by law, the Holders of the
APS shall not have any relative rights or preferences or other special rights
other than those specifically set forth herein. The Holders of the APS shall
have no preemptive rights or rights to cumulative voting. In the event that the
Fund fails to pay any dividends on the APS, the exclusive remedy of the Holders
shall be the right to vote for trustees pursuant to the provisions of this
Section 5.

                     (g) Unless a higher percentage is provided for in the
Declaration of Trust, the affirmative vote of the Holders of a majority of the
outstanding APS, voting as a separate class, shall be required to approve any
plan of reorganization (as such term is used in the 1940 Act) adversely
affecting such shares or any action requiring a vote of security holders of the
Fund under Section 13(a) of the 1940 Act. In the event a vote of Holders of APS
is required pursuant to the provisions of Section 13(a) of the 1940 Act, the
Fund shall, not later than ten Business Days prior to the date on which such
vote is to be taken, notify Moody's (if Moody's is then rating the APS) and S&P
(if S&P is then rating the APS) that such vote is to be taken and the nature of
the action with respect to which such vote is to be taken. In addition, the Fund
shall notify Moody's (if Moody's is then rating the APS) and S&P (if S&P is then
rating the APS) of the results of any vote described in the proceeding sentence.

                     (h) Right to Vote with Respect to Certain Other Matters.
The affirmative vote of the holders of a majority (unless a higher percentage
vote is required under the Declaration of Trust or under this Certificate of
Vote) of the outstanding APS, voting separately as a class, is required with
respect to any matter that materially affects the APS in a manner different from
that of other series of classes of the Fund's shares, including without
limitation any proposal to do the following: (1) increase or decrease the
aggregate number of authorized shares of the series; (2) effect an exchange,
reclassification, or cancellation of all or part of the shares of the series;
(3) effect an exchange, or create a right of exchange, of all or any part of the
shares of the series; (4) change the rights or preferences of the shares of the
series; (5) change the shares of the series, whether with or without par value,
into the same or a different number of shares, either with or without par value,
of the same or another class or series; (6) create a new




                                      C-15

<PAGE>


class or series of shares having rights and preferences prior and superior to
the shares of the series, or increase the rights and preferences or the number
of authorized shares of a series having rights and preferences prior or superior
to the shares of the series; or (7) cancel or otherwise affect distributions on
the shares of the series that have accrued but have not been declared. To the
extent that the interests of a series of APS affected by a matter are
substantially identical to the interests of another series of APS affected by
such matter (e.g., a vote of shareholders required under Section 13(a) of the
1940 Act), each such series shall vote together collectively as one class. The
vote of holders of APS described above will in each case be in addition to a
separate vote of the requisite percentage of Common Shares and APS necessary to
authorize the action in question.

                  6. Liquidation Rights. (b) Upon the dissolution, liquidation
or winding up of the affairs of the Fund, whether voluntary or involuntary, the
Holders of the APS then outstanding shall be entitled to receive and to be paid
out of the assets of the Fund available for distribution to its shareholders,
before any payment or distribution shall be made on the Common Shares or on any
other class of shares of the Fund ranking junior to the APS upon dissolution,
liquidation or winding up, an amount equal to the liquidation preference with
respect to such shares. The liquidation preference for the APS shall be $50,000
per share, plus an amount equal to all dividends thereon (whether or not earned
or declared) accumulated but unpaid to the date of final distribution in
same-day funds, together with any payments required to be made pursuant to
Section 12 in connection with the liquidation of the Fund.

                     (c) Neither the sale of all or substantially all the
property or business of the Fund, nor the merger or consolidation of the Fund
into or with any other corporation nor the merger or consolidation of any other
corporation into or with the Fund shall be a dissolution, liquidation or winding
up, whether voluntary or involuntary, for the purposes of this Section 6.

                     (d) After the payment to the Holders of the APS of the full
preferential amounts provided for in this Section 6, the Holders of the APS as
such shall have no right or claim to any of the remaining assets of the Fund.

                     (e) In the event the assets of the Fund available for
distribution to the Holders of the APS upon any dissolution, liquidation or
winding up of the affairs of the Fund, whether voluntary or involuntary, shall
be insufficient to pay in full all amounts to which such Holders are entitled
pursuant to paragraph (a) of this Section 6, no such distribution shall be made
on account of any shares of any other class or series of Preferred Shares
ranking on a parity with the APS with respect to the distribution of assets upon
such dissolution, liquidation or winding up unless proportionate distributive
amounts shall be paid on account of the APS, ratably, in proportion to the full
distributable amounts for which holders of all such parity shares are
respectively entitled upon such dissolution, liquidation or winding up.

                     (f) Subject to the rights of the holders of shares of any
series or class or classes of shares ranking on a parity with the APS with
respect to the distribution of assets upon dissolution, liquidation or winding
up of the affairs of the Fund, after



                                      C-16



<PAGE>


payment shall have been made in full to the Holders of the APS as provided in
paragraph (a) of this Section 6, but not prior thereto, any other series or
class or classes of shares ranking junior to the APS with respect to the
distribution of assets upon dissolution, liquidation or winding up of the
affairs of the Fund shall, subject to the respective terms and provisions (if
any) applying thereto, be entitled to receive any and all assets remaining to be
paid or distributed, and the Holders of the APS shall not be entitled to share
therein.

                  7. Auction Agent. For so long as any of the APS is
outstanding, the Auction Agent, duly appointed by the Fund to so act, shall be
in each case a commercial bank, trust company or other financial institution
independent of the Fund and its affiliates (which, however, may engage or have
engaged in business transactions with the Fund or its affiliates) and at no time
shall the Fund or any of its affiliates act as the Auction Agent in connection
with the Auction Procedures. If the Auction Agent resigns or for any reason its
appointment is terminated during any period that any of the APS is outstanding,
the Board of Trustees shall use its best efforts promptly thereafter to appoint
another qualified commercial bank, trust company or financial institution to act
as the Auction Agent.

                  8. 1940 Act APS Asset Coverage. The Fund shall maintain, as of
the last Business Day of each month in which any of the APS is outstanding, the
1940 Act APS Asset Coverage.

                  9. APS Basic Maintenance Amount. (b) So long as APS are
Outstanding, the Fund shall maintain, on each Valuation Date, and shall verify
to its satisfaction that it is maintaining on such Valuation Date, (i) S&P
Eligible Assets having an aggregate Discounted Value equal to or greater than
the APS Basic Maintenance Amount (if S&P is then rating the APS) and (ii)
Moody's Eligible Assets having an aggregate Discounted Value equal to or greater
than the APS Basic Maintenance Amount (if Moody's is then rating the APS). In
managing the Fund's portfolio, the Adviser will not alter the composition of the
Fund's portfolio if, in the reasonable belief of the Adviser, the effect of any
such alteration would be to cause the Fund to have Eligible Assets with an
aggregate Discounted Value, as of the immediately preceding Valuation Date, less
than the APS Basic Maintenance Amount as of such Valuation Date; provided,
however, that in the event that, as of the immediately preceding Valuation Date,
the aggregate Discounted Value of the Fund's Eligible Assets exceeded the APS
Basic Maintenance Amount by five percent or less, the Adviser will not alter the
composition of the Fund's portfolio in a manner reasonably expected to reduce
the aggregate Discounted Value of the Fund's Eligible Assets unless the
Corporation shall have confirmed that, after giving effect to such alteration,
the aggregate Discounted Value of the Fund's Eligible Assets would exceed the
APS Basic Maintenance Amount.

                     (c) On or before 5:00 P.M., New York City time, on the
third Business Day after a Valuation Date on which the Fund fails to satisfy the
APS Basic Maintenance Amount, and on the third Business Day after the APS Basic
Maintenance Cure Date with respect to such Valuation Date, the Fund shall
complete and deliver to S&P (if S&P is then rating the APS), Moody's (if Moody's
is then rating the APS) and the


                                      C-17

<PAGE>


Auction Agent (if either S&P or Moody's is then rating the APS) an APS Basic
Maintenance Report as of the date of such failure or such APS Basic Maintenance
Cure Date, as the case may be, which will be deemed to have been delivered to
the Auction Agent if the Auction Agent receives a copy or telecopy, telex or
other electronic transcription thereof and on the same day the Fund mails to the
Auction Agent for delivery on the next Business Day the full APS Basic
Maintenance Report. The Fund shall also deliver an APS Basic Maintenance Report
to S&P (if S&P is then rating the APS), and the Auction Agent (if S&P is then
rating the APS) as of (i) the fifteenth day of each month (or, if such day is
not a Business Day, the next succeeding Business Day) and (ii) the last Business
Day of each month, in each case on or before the third Business Day after such
day. The Fund will also deliver an APS Basic Maintenance Report to Moody's on
any Valuation Date that (i) the Discounted Value of Moody's Eligible Assets is
greater than the APS Basic Maintenance Amount by 5% or less or (ii) on any date
which the Fund redeems Common Shares. A failure by the Fund to deliver an APS
Basic Maintenance Report under subparagraph (b) of this Section 9 shall be
deemed to be delivery of an APS Basic Maintenance Report indicating the
Discounted Value for all assets of the Fund is less than the APS Basic
Maintenance Amount, as of the relevant Valuation Date.

                     (d) Within ten Business Days after the date of delivery of
an APS Basic Maintenance Report in accordance with paragraph (b) of this Section
9 relating to a Quarterly Valuation Date, the Fund shall cause the Independent
Accountant to confirm in writing to S&P (if S&P is then rating the APS), Moody's
(if Moody's is then rating the APS) and the Auction Agent (if either S&P or
Moody's is then rating the APS) (i) the mathematical accuracy of the
calculations reflected in such Report (and in any other APS Basic Maintenance
Report, randomly selected by the Independent Accountant, that was delivered by
the Fund during the quarter ending on such Quarterly Valuation Date) and (ii)
that, in such Report (and in such randomly selected Report), the Fund determined
in accordance with this Certificate of Vote whether the Fund had, at such
Quarterly Valuation Date (and at the Valuation Date addressed in such
randomly-selected Report), S&P Eligible Assets (if S&P is then rating the APS)
of an aggregate Discounted Value at least equal to the APS Basic Maintenance
Amount and Moody's Eligible Assets (if Moody's is then rating the APS) of an
aggregate Discounted Value at least equal to the APS Basic Maintenance Amount
(such confirmation being herein called the "Accountant's Confirmation").

                     (e) Within ten Business Days after the date of delivery of
an APS Basic Maintenance Report in accordance with paragraph (b) of this Section
9 relating to any Valuation Date on which the Fund failed to satisfy the APS
Basic Maintenance Amount, and relating to the APS Basic Maintenance Cure Date
with respect to such failure to satisfy the APS Basic Maintenance Amount, the
Fund shall cause the Independent Accountant to provide to S&P (if S&P is then
rating the APS), Moody's (if Moody's is then rating the APS) and the Auction
Agent (if either S&P or Moody's is then rating the APS) an Accountant's
Confirmation as to such APS Basic Maintenance Report.

                     (f) If any Accountant's Confirmation delivered pursuant to
subparagraph (c) or (d) of this Section 9 shows that an error was made in the
APS Basic


                                      C-18

<PAGE>



Maintenance Report for a particular Valuation Date for which such Accountant's
Confirmation was required to be delivered, or shows that a lower aggregate
Discounted Value for the aggregate of all S&P Eligible Assets (if S&P is then
rating the APS) or Moody's Eligible Assets (if Moody's is then rating the APS),
as the case may be, of the Fund was determined by the Independent Accountant,
the calculation or determination made by such Independent Accountant shall be
final and conclusive and shall be binding on the Fund, and the Fund shall
accordingly amend and deliver the APS Basic Maintenance Report to S&P (if S&P is
then rating the APS), Moody's (if Moody's is then rating the APS) and the
Auction Agent (if either S&P or Moody's is then rating the APS) promptly
following receipt by the Fund of such Accountant's Confirmation.

                     (g) On or before 5:00 p.m., New York City time, on the
first Business Day after the Date of Original Issue of the APS, the Fund shall
complete and deliver to S&P (if S&P is then rating the APS) and to Moody's (if
Moody's is then rating the APS), an APS Basic Maintenance Report as of the close
of business on such Date of Original Issue. Within five Business Days of such
Date of Original Issue, the Fund shall cause the Independent Accountant to
confirm in writing to S&P (if S&P is then rating the APS) and to Moody's (if
Moody's is then rating the APS) (i) the mathematical accuracy of the
calculations reflected in such Report and (ii) that the amount of S&P Eligible
Assets or Moody's Eligible Assets, as the case may be, reflected thereon equals
or exceeds the APS Basic Maintenance Amount reflected thereon.

                  10. Minimum Liquidity Level. So long as S&P is rating the APS,
the Fund shall have, as of each Valuation Date, Dividend Coverage Assets, with
respect to each then Outstanding APS, having a value not less than the Dividend
Coverage Amount with respect to such share (the "Minimum Liquidity Level"). If,
as of each Valuation Date, the Fund does not have the required Dividend Coverage
Assets, the Fund shall, as soon as practicable, adjust its portfolio in order to
meet the Minimum Liquidity Level, but only so long as S&P is rating the APS. So
long as S&P is rating the APS, the Fund shall notify S&P on any Valuation Date
which the Fund does not have the required Dividend Coverage Assets and does not
adjust its portfolio as described in the immediately preceding sentence.

                  11. Restrictions on Certain Distributions. For so long as any
of the APS is Outstanding, and except as set forth in Sections 2(e) and 6(d) of
this Part I, (A) the Fund shall not declare, pay or set apart for payment any
dividend or other distribution (other than a dividend or distribution paid in
shares of, or options, warrants or rights to subscribe for or purchase, Common
Shares or other shares, if any, ranking junior to the APS as to the payment of
dividends and the distribution of assets upon dissolution, liquidation or
winding up) in respect of the Common Shares or any other shares of the Fund
ranking junior to or on a parity with the APS as to the payment of dividends or
the distribution of assets upon dissolution, liquidation or winding up, or call
for redemption, redeem, purchase or otherwise acquire for consideration any
Common Shares or any other such junior shares (except by conversion into or
exchange for shares of the Fund ranking junior to the APS as to the payment of
dividends and the distribution of assets upon dissolution, liquidation or
winding up), or any such parity shares (except by conversion into or exchange
for shares of the Fund ranking junior to or on a parity with


                                      C-19

<PAGE>


APS as to the payment of dividends and the distribution of assets upon
dissolution, liquidation or winding up), unless (i) full cumulative dividends on
the APS through its most recently ended Dividend Period shall have been paid or
shall have been declared and sufficient funds for the payment thereof deposited
with the Auction Agent and (ii) the Fund has redeemed the full number of APS
required to be redeemed by any provision for mandatory redemption pertaining
thereto, and (B) if either Moody's or S&P is rating the APS, the Fund shall not
declare, pay or set apart for payment any dividend or other distribution (other
than a dividend or distribution paid in shares of, or options, warrants or
rights to subscribe for or purchase, Common Shares or other shares, if any,
ranking junior to the APS as to the payment of dividends and the distribution of
assets upon dissolution, liquidation or winding up) in respect of Common Shares
or any other shares of the Fund ranking junior to the APS as to the payment of
dividends or the distribution of assets upon dissolution, liquidation or winding
up, or call for redemption, redeem, purchase or otherwise acquire for
consideration any shares of Common Shares or any other such junior shares
(except by conversion into or exchange for shares of the Fund ranking junior to
the APS as to the payment of dividends and the distribution of assets upon
dissolution, liquidation or winding up), unless immediately after such
transaction the Discounted Value of Moody's Eligible Assets and S&P Eligible
Assets would each at least equal the APS Basic Maintenance Amount.

                  12. Additional Dividends. If the Fund retroactively allocates
any net capital gains or other income taxable for federal income tax purposes to
the APS without having given advance notice thereof to the Auction Agent as
provided in Section 6 of Part II by reason of the fact that such allocation is
made as a result of (i) the realization of net capital gains or other income
taxable for federal income tax purposes, (ii) the redemption of all or a portion
of the outstanding APS or (iii) the liquidation of the Fund (such allocation
being referred to herein as a "Retroactive Taxable Allocation"), the Fund will
simultaneously, if practicable, with such allocation but in no event later than
270 days after the end of the Fund's taxable year in which a Retroactive Taxable
Allocation is made, provide notice thereof to the Auction Agent and to each
Holder of such shares during such taxable year at such Holder's address as the
same appears or last appeared on the share books of the Fund. Such Holders of
such shares shall be entitled to receive, when, as and if declared by the Board
of Trustees, out of funds legally available therefor, dividends in an amount
equal to the aggregate Additional Dividends with respect to all Retroactive
Taxable Allocations made to such shares during the taxable year in question,
such dividends to be payable by the Fund to the Auction Agent, for distribution
to such Holders, within 30 days after the notice described above is given to the
Auction Agent.

                  13. Certain Other Restrictions. (b) For so long as any of the
APS is outstanding and Moody's is then rating such shares, the Fund will not,
unless it has received written confirmation from Moody's that any such action
would not impair the ratings then assigned by Moody's to the APS, engage in any
one or more of the following transactions:

                         (i)   transactions in options on securities, futures
     contracts or options on futures contracts except that in connection with
     Moody's Hedging Transactions:  (A) the Fund may buy call or put option
     contracts on


                                      C-20

<PAGE>




     securities; (B) the Fund may write covered call options on securities; and
     (C) the Fund may write put options on securities. For purposes of valuation
     of Moody's Eligible Assets: (A) if the Fund writes a call option, the
     underlying asset will be valued as follows: (1) if the option is
     exchange-traded and may be offset readily or if the option expires before
     the earliest possible redemption of the APS, at the lower of the Discounted
     Value of the underlying security of the option and the exercise price of
     the option or (2) otherwise, it has no value; (B) if the Fund writes a put
     option, the underlying asset will be valued as follows: the lesser of (1)
     exercise price and (2) the Discounted Value of the underlying security, and
     (iii) call or put option contracts which the Fund buys have no value. For
     so long as APS are rated by Moody's: (A) the Fund will not engage in
     options and futures transactions for leveraging or speculative purposes;
     (B) the Fund will not write or sell any anticipatory contracts pursuant to
     which the Fund hedges the anticipated purchase of an asset prior to
     completion of such purchase; (C) the Fund will not enter into an option or
     futures transaction unless, after giving effect thereto, the Fund would
     continue to have Moody's Eligible Assets with an aggregate Discounted Value
     equal to or greater than the APS Basic Maintenance Amount; (D) the Fund
     will not enter into an option or futures transaction unless after giving
     effect to such transaction the Fund would continue to be in compliance with
     the provisions relating to the APS Basic Maintenance Amount; (E) for
     purposes of the APS Basic Maintenance Amount (1) assets in margin accounts
     are not Moody's Eligible Assets, (2) 10% of the settlement price of assets
     sold under a futures contract, the settlement price of assets purchased
     under a futures contract, the settlement price of an underlying futures
     contract if the Fund writes put options on futures contracts will
     constitute liabilities of the Fund and (3) if the Fund writes call options
     on futures contracts and does not own the underlying futures contract, 105%
     of the Market Value of the underlying futures contract will constitute a
     liability of the Fund; (F) the Fund shall enter into only exchange-traded
     futures and shall write only exchange-traded options on exchanges approved
     by Moody's; (G) where delivery may be made to the Fund with any of a class
     of securities, the Fund shall assume for purposes of the APS Basic
     Maintenance Amount that it takes delivery of that security which yields it
     the least value; (H) the Fund will not engage in forward contracts; (I) the
     Fund will enter into futures contracts as seller only if it owns the
     underlying security; and (J) there shall be a quarterly audit made of the
     Fund's futures and options transactions by the Fund's independent
     accountants to confirm that the Fund is in compliance with these standards;
     or

                         (ii)  incur any indebtedness, without prior written
     approval of Moody's that such indebtedness would not adversely affect the
     then current rating by Moody's of the APS except that the Fund may, without
     obtaining the written confirmation described above, incur indebtedness for
     the purpose of clearing securities transactions if the APS Basic
     Maintenance Amount would continue to be satisfied after giving effect to
     such indebtedness; provided, however, that any such indebtedness shall be
     repaid within 60 days and will not be extended or renewed; or


                                      C-21

<PAGE>




                         (iii) issue any class or series of shares ranking prior
     to or on a parity with the APS with respect to the payment of dividends or
     the distribution of assets upon dissolution, liquidation or winding up of
     the Fund, or reissue any APS previously purchased or redeemed by the Fund;
     or

                     (c) For so long as any of the APS is Outstanding and S&P is
rating such shares, the Fund will not, unless the Fund has received written
confirmation from S&P that any such action would not impair the rating then
assigned by such rating agency to the APS, engage in any one or more of the
following transactions:

                         (i)   transactions in any reverse repurchase
agreements; or

                         (ii)  lend portfolio securities; or

                         (iii) borrow money, except that the Fund may, without
     obtaining the written confirmation described above, borrow money for the
     purposes of clearing securities transactions if the APS Basic Maintenance
     Amount would continue to be satisfied after giving effect to such
     borrowing; or

                         (iv)  issue any class or series of shares ranking prior
     to or on a parity with the APS with respect to the payment of dividends or
     the distribution of assets upon dissolution, liquidation or winding up of
     the Fund, or reissue any APS previously purchased or redeemed by the Fund,
     or merge or consolidate with any corporation; or

                         (v)   engage in repurchase agreement transactions in
     which the term of such repurchase obligation is longer than 90 days, in
     which the underlying security is a security other than United States
     treasury securities (not inclusive of zero-coupon securities), demand
     deposits, certificates of deposits or bankers acceptance in which the
     counter-party or its affiliates have securities rated A1+ by S&P with
     respect to such underlying security; or

                         (vi)  engage in short sale transactions; or

                         (vii) purchase or sell futures contracts or options
     thereon or write uncovered put or uncovered call options on portfolio
     securities except that (A) the Fund may engage in any S&P Hedging
     Transactions based on the Municipal Index, provided that the Fund shall not
     engage in any S&P Hedging Transaction based on the Municipal Index (other
     than Closing Transactions) which would cause the Fund at the time of such
     transaction to own or have sold the least of (1) more than 1,000
     outstanding futures contracts based on the Municipal Index, (2) outstanding
     futures contracts based on the Municipal Index and on the Treasury Bonds
     exceeding in number 25% of the quotient of the fair market value of the
     Fund's total assets divided by 100,000 or (3) outstanding futures contract
     based on the Municipal Index exceeding in number 10% of the average number
     of daily traded futures contracts based on the Municipal Index in the month
     prior to the time of effecting such transaction as reported by The Wall



                                      C-22

<PAGE>





     Street Journal and (B) the Fund may engage in S&P Hedging Transactions
     based on Treasury Bonds, provided that the Fund shall not engage in any S&P
     Hedging Transaction based on Treasury Bonds (other than Closing
     Transactions) which would cause the Fund at the time of such transaction to
     own or have sold the lesser of (1) outstanding futures contracts based on
     Treasury Bonds and on the Municipal Index exceeding in number 25% of the
     quotient of the fair market value of the Fund's total assets divided by
     100,000 or (2) outstanding futures contracts based on Treasury Bonds
     exceeding in number 10% of the average number of daily traded futures
     contracts based on Treasury Bonds in the month prior to the time of
     effecting such transaction as reported by The Wall Street Journal. For so
     long as the APS are rated by S&P, the Fund will engage in Closing
     Transactions to close out any outstanding futures contracts which the Fund
     owns or has sold or any outstanding option thereon owned by the Fund in the
     event (A) the Fund does not have S&P Eligible Assets with an aggregate
     Discounted Value equal to or greater than the APS Basic Maintenance Amount
     on two consecutive Valuation Dates and (B) the Fund is required to pay
     Variation Margin on the second such Valuation Date. For so long as the APS
     are rated by S&P, the Fund will engage in a Closing Transaction to close
     out any outstanding futures contract or option thereon in the month prior
     to the delivery month under the terms of such futures contract or option
     thereon unless the Fund holds securities deliverable under such terms. For
     purposes of determining S&P Eligible Assets to determine compliance with
     the APS Basic Maintenance Amount, no amounts on deposit with the Fund's
     custodian or broker representing Initial Margin or Variation Margin shall
     constitute S&P Eligible Assets. For so long as the APS are rated by S&P,
     when the Fund writes a futures contract or option thereon, it will maintain
     an amount of cash, cash equivalents or short-term, money market securities
     in a segregated account with the Fund's custodian, so that the amount so
     segregated plus the amount of Initial Margin and Variation Margin held in
     the account of the Fund's broker equals the fair market value of the
     futures contract, except that in the event the Fund writes a futures
     contract or option thereon which requires delivery of an underlying
     security, the Fund shall hold such underlying security.

                  14. Notice. All notices or communications, unless otherwise
specified in the By-Laws of the Fund or this Certificate of Vote, shall be
sufficiently given if in writing and delivered in person or mailed by
first-class mail, postage prepaid. Notice shall be deemed given on the earlier
of the date received or the date seven days after which such notice is mailed.

                  15. Definitions.  As used in Parts I and II hereof, the
following terms shall have the following meanings (with terms defined in the
singular having comparable meanings when used in the plural and vice versa),
unless the context otherwise requires:

                     (a) "'AA' Composite Commercial Paper Rate," on any date for
any Rate Period, shall mean (i) (A) in the case of any Minimum Dividend Period
or any Rate Period between 7 and 28 Rate Period Days, the interest equivalent of
the 30-day rate; provided, however, in the case of any Minimum Dividend Period
of 7 days or any Rate


                                      C-23

<PAGE>



Period with 7 Rate Period Days and the "AA" Composite Commercial Paper Rate
is being used to determine the Applicable Rate when all of the Outstanding APS
are subject to Submitted Hold Orders, then the interest equivalent of the 7-day
rate, and (B) in the case of any Rate Period with more than 28 Rate Period Days,
the interest equivalent of the 180-day rate, on commercial paper placed on
behalf of issuers whose corporate bonds are rated "AA" by S&P or the equivalent
of such rating by S&P or another rating agency, as made available on a discount
basis or otherwise by the Federal Reserve Bank of New York for the Business Day
immediately preceding such date; or (ii) in the event that the Federal Reserve
Bank of New York does not make available any such rate, then the arithmetic
average of such rates, as quoted on a discount basis or otherwise, by the
Commercial Paper Dealers to the Auction Agent for the close of business on the
Business Day next preceding such date. If any Commercial Paper Dealer does not
quote a rate required to determine the "AA" Composite Commercial Paper Rate, the
"AA" Composite Commercial Paper Rate shall be determined on the basis of the
quotation or quotations furnished by the remaining Commercial Paper Dealer or
Commercial Paper Dealers and any Substitute Commercial Paper Dealer or
Substitute Commercial Paper Dealers selected by the Fund to provide such rate or
rates not being supplied by any Commercial Paper Dealer or Commercial Paper
Dealers, as the case may be, or, if the Fund does not select any such Substitute
Commercial Paper Dealer or Substitute Commercial Paper Dealers, by the remaining
Commercial Paper Dealer or Commercial Paper Dealers. For purposes of this
definition, the "interest equivalent" of a rate stated on a discount basis (a
"discount rate") for commercial paper of a given days' maturity shall be equal
to the quotient (rounded upwards to the next higher one-thousandth (.001) of 1%)
of (A) the discount rate divided by (B) the difference between (x) 1.00 and (y)
a fraction the numerator of which shall be the product of the discount rate
times the number of days in which such commercial paper matures and the
denominator of which shall be 360.

                     (b) "Accountant's Confirmation" shall have the meaning set
forth in paragraph (c) of Section 9 of this Part I.

                     (c) "Additional Dividends" means payment to a Holder of APS
of an amount which, when taken together with the aggregate amount of Retroactive
Taxable Allocations made to such Holder with respect to the taxable year in
question, would cause such Holder's dividends in dollars (after federal, New
York State and New York City income tax consequences) from the aggregate of both
the Retroactive Taxable Allocations and the Additional Dividends to be equal to
the dollar amount of the dividends which would have been received by such Holder
if the amount of the aggregate Retroactive Taxable Allocations would have been
excludable from the gross income of such Holder. Such Additional Dividends shall
be calculated (i) without consideration being given to the time value of money;
(ii) assuming that no Holder of APS is subject to the federal alternative
minimum tax with respect to dividends received from the Fund; and (iii) assuming
that each Retroactive Taxable Allocation would be taxable in the hands of each
Holder of APS at the maximum marginal combined federal, New York State and New
York City individual income tax rate applicable to ordinary income or net
capital gains, as applicable (taking into account the federal income tax
deductibility of state and local taxes paid or incurred), or the maximum
marginal regular federal



                                      C-24

<PAGE>



corporate income tax rate, whichever is greater, in effect during the taxable
year in question.

                     (d) "Anticipation Notes" means the following New York
municipal securities: tax anticipation notes, revenue anticipation notes and tax
and revenue anticipation notes.

                     (e) "Applicable Rate" shall have the meaning specified in
subparagraph (c)(i) of Section 2 of this Part I.

                     (f) "APS Basic Maintenance Amount," as of any Valuation
Date, shall mean the dollar amount equal to the sum of (i)(A) the product of the
number of APS Outstanding on such date multiplied by $50,000; (B) the aggregate
amount of dividends that will have accumulated at the Applicable Rate (whether
or not earned or declared) to (but not including) the first respective Dividend
Payment Dates for each of the APS Outstanding that follow such Valuation Date;
(C) the amount equal to the Projected Dividend Amount (based on the number of
APS Outstanding on such date); (D) the amount of anticipated expenses of the
Fund for the 90 days subsequent to such Valuation Date; (E) the amount of the
Fund's Maximum Potential Additional Dividend Liability as of such Valuation
Date; (F) the amount of any premium payable pursuant to a Premium Call Period;
and (G) any current liabilities as of such Valuation Date to the extent not
reflected in any of (i)(A) through (i)(F) (including, without limitation, any
amounts described in Section 13 of Part I as required to be treated as
liabilities in connection with the Fund's transactions in futures and options
and including any payables for New York municipal securities purchased as of
such Valuation Date) less (ii) either (A) the face value of any of the Fund's
assets irrevocably deposited by the Fund for the payment of any of (i)(A)
through (i)(G) if such assets mature prior to or on the date of payment of the
liability for which such assets are deposited and are either securities issued
or guaranteed by the United States Government or have a rating assigned by
Moody's of P-1, VMIG-1 or MIG-1 (or, with respect to S&P, SP-1+ or A-1+) or (B)
the Discounted Value of such assets. For purposes of the APS Basic Maintenance
Amount in connection with S&P's ratings of the APS, with respect to any
transactions by the Fund in futures contracts, the Fund shall include as
liabilities (i) 30% of the aggregate settlement value, as marked to market, of
any outstanding futures contracts based on the Municipal Index which are owned
by the Fund plus (ii) 25% of the aggregate settlement value, as marked to
market, of any outstanding futures contracts based on Treasury Bonds which
contracts are owned by the Fund. For purposes of the APS Basic Maintenance
Amount in connection with Moody's rating of the APS, with respect to any
transactions by the Fund in securities options, the Fund shall include as
liabilities (i) 10% of the exercise price of a call option written by the Fund
and (ii) the exercise price of any written put option.

                     (g) "APS Basic Maintenance Cure Date," with respect to the
failure by the Fund to satisfy the APS Basic Maintenance Amount (as required by
paragraph (a) of Section 9 of this Part I) as of a given Valuation Date, shall
mean the third Business Day following such Valuation Date.



                                      C-25

<PAGE>




                     (h) "APS Basic Maintenance Report" shall mean a report
signed by the President, Treasurer or any Senior Vice President or Vice
President of the Fund which sets forth, as of the related Valuation Date, the
assets of the Fund, the Market Value and the Discounted Value thereof (seriatim
and in aggregate), and the APS Basic Maintenance Amount.

                     (i) "Auction" shall mean each periodic implementation of
the Auction Procedures.

                     (j) "Auction Agency Agreement" shall mean the agreement
between the Fund and the Auction Agent which provides, among other things, that
the Auction Agent will follow the Auction Procedures for purposes of determining
the Applicable Rate for the APS so long as the Applicable Rate for such APS is
to be based on the results of an Auction.

                     (k) "Auction Agent" shall mean the entity appointed as such
by a resolution of the Board of Trustees in accordance with Section 7 of this
Part I.

                     (l) "Auction Date," with respect to any Rate Period, shall
mean the Business Day next preceding the first day of such Rate Period;
initially Wednesday, January 20, 1993 and thereafter each July 20 and January
20, subject to change as provided therein.

                     (m) "Auction Procedures" shall mean the procedures for
conducting Auctions set forth in Part II hereof.

                     (n) "Board of Trustees" shall mean the Board of Trustees of
the Fund or any duly authorized committee thereof.

                     (o) "Business Day" shall mean a day on which the New York
Stock Exchange is open for trading and which is neither a Saturday, Sunday nor
any other day on which banks in The City of New York, New York, are authorized
by law to close.

                     (p) "Closing Transactions" means the termination of a
futures contract or option position by taking an equal position opposite thereto
in the same delivery month as such initial position being terminated.

                     (q) "Commercial Paper Dealers" shall mean Goldman, Sachs
Money Markets, L.P., Lehman Commercial Paper Incorporated, Merrill Lynch,
Pierce, Fenner & Smith Incorporated and Smith Barney, Harris Upham & Co. or, in
lieu of any thereof, their respective affiliates or successors, if such entity
is a commercial paper dealer.

                     (r) "Common Shares" shall mean the common shares of
beneficial interest, par value $.01 per share, of the Fund.

                     (s) "Cure Date" shall mean the APS Basic Maintenance Cure
Date or the 1940 Act Cure Date, as the case may be.


                                      C-26
<PAGE>



                     (t) "Date of Original Issue," with respect to the APS,
shall mean the date on which the Fund initially issued such APS.

                     (u) "Deposit Securities" shall mean cash and New York
municipal securities rated at least A-1+ or SP-1+ by S&P, except that, for
purposes of Section 3(a)(iii) of this Part I, such New York municipal securities
shall be considered "Deposit Securities" only if they are also rated P-1, MIG-1
or VMIG-1 by Moody's.

                     (v) "Discounted Value" shall mean (i) with respect to an
S&P Eligible Asset, the quotient of the Market Value thereof divided by the
applicable S&P Discount Factor and (ii) with respect to a Moody's Eligible
Asset, the quotient of the Market Value thereof divided by the applicable
Moody's Discount Factor, provided that with respect to a Moody's Eligible Asset,
Discounted Value shall not exceed the par value of such Asset at any time.

                     (w) "Dividend Coverage Amount," as of any Valuation Date,
shall mean, with respect to each of the APS, (i) the aggregate amount of
dividends that will accumulate on such APS to (but not including) the first
Dividend Payment Date for such share that follows such Valuation Date plus any
liabilities that will become payable prior to or on such payment date, less (ii)
the combined value of Deposit Securities irrevocably deposited for the payment
of dividends on such APS and Receivables for New York Municipal Securities Sold
which become due prior to the Dividend Payment Date and interest with respect to
New York municipal securities which is payable to the Fund prior to the Dividend
Payment Date.

                     (x) "Dividend Coverage Assets," as of any Valuation Date,
shall mean, with respect to each of the APS, Deposit Securities with maturity or
tender dates not later than the day preceding the first Dividend Payment Date
for such share that follows such Valuation Date and having a value not less than
the Dividend Coverage Amount with respect to such share.

                     (y) "Dividend Payment Date," with respect to the APS, shall
mean any date on which dividends on such APS are payable pursuant to the
provisions of paragraph (b) of Section 2 of this Part I.

                     (z) "Dividend Period," with respect to the APS, shall mean
the period from and including the Date of Original Issue of such APS to but
excluding the initial Dividend Payment Date for such APS and any period
thereafter from and including one Dividend Payment Date for such APS to but
excluding the next succeeding Dividend Payment Date for such APS.

                     (bb) "Fund" shall mean Van Kampen Merritt Trust For
Investment Grade New York Municipals, a Massachusetts business trust, which is
the issuer of the APS.

                     (cc) "Failure to Deposit," with respect to the APS, shall
mean a failure by the Fund to pay to the Auction Agent, not later than 12:00
noon, New York City time, (A) on the Business Day next preceding any Dividend
Payment Date for such


                                      C-27

<PAGE>



APS, in funds available on such Dividend Payment Date in The City of New York,
New York, the full amount of any dividend (whether or not earned or declared) to
be paid on such Dividend Payment Date on any of the APS or (B) on the Business
Day next preceding any redemption date in funds available on such redemption
date for such APS in The City of New York, New York, the Redemption Price to be
paid on such redemption date for the APS after notice of redemption is given
pursuant to paragraph (b) of Section 3 of this Part I.

                     (dd) "Holder," with respect to the APS, shall mean the
registered holder of such APS as the same appears on the share books of the
Fund.

                     (ee) "Independent Accountant" shall mean a nationally
recognized accountant, or firm of accountants, that is with respect to the Fund
an independent public accountant or firm of independent public accountants under
the Securities Act of 1933, as amended from time to time.

                     (ff) "Initial Dividend Period," with respect to the APS,
shall mean the period from and including the Date of Original Issue thereof to
but excluding the initial Dividend Payment Date which occurs in a month which
contains the first scheduled Auction Date for the APS.

                     (gg) "Interest Equivalent" means a yield on a 360-day basis
of a discount basis security which is equal to the yield on an equivalent
interest-bearing security.

                     (hh) "Initial Margin" means the amount of cash or
securities deposited with a custodian for the benefit of a futures commission
merchant as a good-faith deposit at the time of the initiation of a purchase or
sale position with respect to a futures contract or a sale position with respect
to an option position thereon.

                     (ii) "Market Value" of any asset of the Fund shall mean the
market value thereof determined by the Pricing Service designated from time to
time by the Board of Trustees. Market Value of any asset shall include any
interest accrued thereon. The Pricing Service values portfolio securities at the
mean between the quoted bid and asked price or the yield equivalent when
quotations are readily available. Securities for which quotations are not
readily available are valued at fair value as determined by the pricing service
using methods which include consideration of yields or prices of municipal bonds
of comparable quality, type of issue, coupon, maturity and rating; indications
as to value from dealers; and general market conditions. The pricing service may
employ electronic data processing techniques and/or a matrix system to determine
valuations.

                     (jj) "Mandatory Redemption Price" means $50,000 per share
of APS plus an amount equal to accumulated but unpaid dividends thereon to the
date fixed for redemption (whether or not earned or declared).

                     (kk) "Master Purchaser's Letter" has the meaning specified
in Section 1 of Part II hereof.



                                      C-28

<PAGE>



                     (ll) "Maximum Potential Additional Dividends Liability," as
of any Valuation Date, shall mean the aggregate amount of Additional Dividends
that would be due if the Fund were to make Retroactive Taxable Allocations, with
respect to any fiscal year, estimated based upon dividends paid and the amount
of undistributed realized net capital gains and other taxable income earned by
the Fund, as of the end of the calendar month immediately preceding such
Valuation Date, and assuming such Additional Dividends are fully taxable.

                     (mm) "Minimum Liquidity Level" shall have meaning set forth
in Section 10 of this Part I.

                     (nn) "Minimum Dividend Period" shall mean with respect to
the APS, any Rate Period consisting of 28 Rate Period Days.

                     (oo) "Moody's" shall mean Moody's Investors Service, Inc.,
a Delaware corporation, and its successors.

                     (pp) "Moody's Discount Factor" shall mean, for purposes of
determining the Discounted Value of any Moody's Eligible Asset, the percentage
determined by reference to the rating on such asset and the shortest Exposure
Period set forth opposite such rating that is the same length as or is longer
than the Moody's Exposure Period, in accordance with the table set forth below:

<Table>
<Caption>
                                                                    Rating Category
                                                                    ---------------
Exposure Period                Aaa(1)      Aa(1)       A(1)       Baa(1)    Other(2)   (V) MIG-1(1),(3),(4)  SP-1+(3),(4)
- ---------------                ------      -----       ----       ------    --------   ----------------------------------


<S>                            <C>         <C>         <C>        <C>       <C>        <C>                   <C>
7 weeks....................     151%       159%        168%        202%       229%          136%                148%
8 weeks or less but greater
than seven weeks...........     154        164         173         205        235           137                 149
9 weeks or less but greater
than eight weeks...........     158        169         179         209        242           138                 150

</Table>

- ----------------------
(1)      Moody's rating.
(2)      New York municipal securities not rated by Moody's but rated BBB or
         BBB+ by S&P.
(3)      New York municipal securities rated MIG-1 or VMIG-1 or, if not rated by
         Moody's, rated SP-1+ by S&P which do not mature or have a demand
         feature at par exercisable within the Moody's Exposure Period and which
         do not have a long-term rating.
(4)      For the purposes of the definition of Moody's Eligible Assets, these
         securities will have an assumed rating of "A" by Moody's.


                  Notwithstanding the foregoing, (i) no Moody's Discount Factor
will be applied to short-term New York municipal securities so long as such New
York municipal securities are rated at least MIG-1, VMIG-1 or P-1 by Moody's and
mature or have a demand feature at par exercisable within the Moody's Exposure
Period and the Moody's Discount Factor for such New York municipal securities
will be 125% as long as such New York municipal securities are rated at least
A-1-/AA or SP-1+/AA by S&P and mature or have a demand feature at par
exercisable within the Moody's Exposure Period and (ii) no Moody's Discount
Factor will be applied to cash or to Receivables for New York Municipal
Securities Sold.


                                      C-29

<PAGE>


                     (qq) "Moody's Eligible Asset" shall mean cash, Receivables
for New York Municipal Securities Sold or a New York municipal security that (i)
pays interest in cash, (ii) is publicly rated Baa or higher by Moody's or, if
not rated by Moody's but rated by S&P, is rated at least BBB by S&P (provided
that, for purposes of determining the Moody's Discount Factor applicable to any
such S&P-rated municipal security, such municipal security (excluding any
short-term New York municipal security) shall be deemed to have a Moody's rating
which is one full rating category lower than its S&P rating), (iii) does not
have its Moody's rating suspended by Moody's; and (iv) is part of an issue of
New York municipal securities of at least $10,000,000. New York municipal
securities issued by any one issuer and rated BBB by S&P may comprise no more
than 4% of total Moody's Eligible Assets; such BBB-rated New York municipal
securities, if any, together with any New York municipal securities issued by
the same issuer and rated Baa by Moody's or A by S&P, may comprise no more than
6% of total Moody's Eligible Assets; such BBB, Baa and A-rated New York
municipal securities, if any, together with any New York municipal securities
issued by the same issuer and rated A by Moody's or AA by S&P, may comprise no
more than 10% of total Moody's Eligible Assets; and such BBB, Baa, A and
AA-rated New York municipal securities, if any, together with any New York
municipal securities issued by the same issuer and rated Aa by Moody's or AAA by
S&P, may comprise no more than 20% of total Moody's Eligible Assets. For
purposes of the foregoing sentence, any New York municipal security backed by
the guaranty, letter of credit or insurance issued by a third party shall be
deemed to be issued by such third party if the issuance of such third party
credit is the sole determinant of the rating on such New York municipal
security. New York municipal securities classified within one issue type
concentration and rated BBB by S&P may comprise no more than 12% of Moody's
Eligible Assets; such BBB-rated New York municipal securities, if any, together
with any New York municipal securities in the same issue type and rated Baa by
Moody's or A by S&P may comprise no more than 20% of Moody's Eligible Assets;
such BBB, Baa and A-rated New York municipal securities, if any, together with
any New York municipal securities in the same issue type and rated A by Moody's
or AA by S&P may comprise no more than 40% of Moody's Eligible Assets and such
BBB, Baa, A and AA-rated New York municipal securities, if any, together with
any New York municipal securities in the same issue type and rated Aa by Moody's
or AAA by S&P, may comprise no more than 60% of Moody's Eligible Assets. For
purposes of the issue type concentration requirement described above, New York
municipal securities will be classified within one of the following categories:
health care issues (teaching and non-teaching hospitals, public and private),
housing issues (single- and multi-family), educational facilities issues (public
and private schools), student loan issues, resource recovery issues,
transportation issues (mass transit, airport and highway bonds), industrial
development bond issues, utility issues (water, sewer and electricity), general
obligation issues, lease obligations, escrowed bonds and other issues ("Other
Issues") (includes special obligations to crossover, excise and sales tax
revenue, recreation revenue, special assessment and telephone revenue bonds
only) not falling within one of the aforementioned categories. In no event shall
(a) more than 10% of Moody's Eligible Assets consist of student loan issues, (b)
more than 10% of Moody's Eligible Assets consist of resource recovery issues or
(c) more than 10% of Moody's Eligible Assets consist of Other Issues. New York
municipal securities issued by issuers



                                      C-30

<PAGE>


located within a single county and rated BBB by S&P may comprise no more than
12% of total Moody's Eligible Assets; such BBB-rated New York municipal
securities, if any, together with any New York municipal securities issued by
issuers located within the same county and rated Baa by Moody's or A by S&P may
comprise no more than 20% of total Moody's Eligible Assets; such BBB, Baa and
A-rated New York municipal securities, if any, together with any New York
municipal securities issued by issuers located within the same county and rated
A by Moody's or AA by S&P, may comprise no more than 40% of total Moody's
Eligible Assets; and such BBB, Baa, A and AA-rated New York municipal
securities, if any, together with any New York municipal securities issued by
issuers located within the same county and rated Aa by Moody's or AAA by S&P,
may comprise no more than 60% of total Moody's Eligible Assets. The single
county limitations set forth in the immediately preceding sentence apply to
general obligation bonds only. For purposes of applying the foregoing
requirements, a New York municipal security shall be deemed to be rated BBB by
S&P if rated BBB or BBB+ by S&P. For purposes of minimum issue size, maximum
underlying obligor, maximum issue type concentration and maximum county
concentration, Moody's Eligible Assets shall be calculated without including
cash and New York municipal securities rated MIG-1 or VMIG-1 or, if not rated by
Moody's, rated SP-1+ by S&P, which either mature or have a demand feature at par
exercisable within the Moody's Exposure Period. Where the Fund sells an asset
and agrees to repurchase such asset in the future, the Discounted Value of such
asset will constitute a Moody's Eligible Asset and the amount the Fund is
required to pay upon repurchase of such asset will count as a liability for the
purposes of the APS Basic Maintenance Amount. Where the Fund purchases an asset
and agrees to sell it to a third party in the future, cash receivable by the
Fund thereby will constitute a Moody's Eligible Asset if the long-term debt of
such other party is rated at least A2 by Moody's and such agreement has a term
of 30 days or less; otherwise the Discounted Value of such asset will constitute
a Moody's Eligible Asset. For the purposes of calculation of Moody's Eligible
Assets, New York municipal securities which have been called for redemption by
the issuer thereof shall be valued at the lower of Market Value or the call
price of such New York municipal securities.

                  Notwithstanding the foregoing, an asset will not be considered
a Moody's Eligible Asset to the extent that it has been irrevocably deposited
for the payment of (i)(A) through (i)(G) under the definition of APS Basic
Maintenance Amount or it is subject to any material lien, mortgage, pledge,
security interest or security agreement of any kind (collectively, "Liens"),
except for (a) Liens which are being contested in good faith by appropriate
proceedings and which Moody's has indicated to the Fund will not affect the
status of such asset as a Moody's Eligible Asset, (b) Liens for taxes that are
not then due and payable or that can be paid thereafter without penalty, (c)
Liens to secure payment for services rendered or cash advanced to the Fund by
Van Kampen Merritt Investment Advisory Corp., the Administrator, State Street
Bank and Trust Company or the Auction Agent and (d) Liens by virtue of any
repurchase agreement.

                     (rr) "Moody's Exposure Period" shall mean the period
commencing on a given Valuation Date and ending 47 days thereafter.




                                      C-31


<PAGE>


                         (ss) "Moody's Hedging Transactions" shall mean
transactions in options on securities, futures contracts based on the Municipal
Index or Treasury Bonds and options on such futures contracts.

                         (tt) "Municipal Index" shall mean The Bond Buyer
Municipal Bond Index.

                         (uu) "1940 Act" shall mean the Investment Company Act
of 1940, as amended from time to time.

                         (vv) "1940 Act APS Asset Coverage" shall mean asset
coverage, as defined in Section 18(h) of the 1940 Act, of at least 200% with
respect to all outstanding senior securities of the Fund which are stock,
including all outstanding APS (or such other asset coverage as may in the future
be specified in or under the 1940 Act as the minimum asset coverage for senior
securities which are stock of a closed-end investment company as a condition of
declaring dividends on its common stock).

                         (ww) "1940 Act Cure Date," with respect to the failure
by the Fund to maintain the 1940 Act APS Asset Coverage (as required by Section
8 of this Part I) as of the last Business Day of each month, shall mean the last
Business Day of the following month.

                         (xx) "Non-call Period" shall have the meaning set forth
below under "Specific Redemption Provisions."

                         (yy) "Notice of Redemption" shall mean any notice with
respect to the redemption of the APS pursuant to Section 3 of this Part I.

                         (zz) "Optional Redemption Price" shall mean (i) $50,000
per share of APS in the case of a six-month Dividend Period or a Special
Dividend Period of less than 365 days or (ii) with respect to a Special Dividend
Period of 365 days or more the Optional Redemption Price set forth in the
Specific Redemption Provisions in connection therewith; in each case plus an
amount equal to accumulated but unpaid dividends thereon to the date of
redemption (whether or not earned or declared).

                         (aaa) "Preferred Shares" shall mean the authorized
preferred shares of beneficial interest, par value $.01 per share, of the Fund,
and includes the APS.

                         (bbb) "Premium Call Period" shall have the meaning set
forth below under "Specific Redemption Provisions."

                         (ccc) "Pricing Service" means Van Kampen Merritt
Investment Advisory Corp., acting pursuant to a Fund Pricing Agreement between
the Fund and Van Kampen Merritt Investment Advisory Corp. and any successor
pricing service approved in writing by Moody's (if Moody's is then rating the
APS) and S&P (if S&P is then rating the APS).


                                      C-32


<PAGE>



                         (ddd) "Projected Dividend Amount" means, with respect
to the the APS, on any Valuation Date in the event the then current Dividend
Period will end within 47 calendar days of such date, from and after the last
day of such Dividend Period until 47 calendar days less the number of days
remaining in the current Dividend Period at an Applicable Rate equal to the
Maximum Rate for such Dividend Period multiplied by the larger of the factors
(currently 304%) that the Fund has been informed by Moody's and S&P is
applicable to the Projected Dividend Amount and designed to take into account
increases in dividend rates over such period.

                         (eee) "Quarterly Valuation Date" shall mean the last
Business Day of each fiscal quarter of the Fund in each fiscal year of the Fund,
commencing July 31, 1992.

                         (fff) "Rate Period," with respect to the APS, shall
mean the Initial Dividend Period thereof and any Subsequent Dividend Period,
including any Special Dividend Period, for such APS.

                         (ggg) "Rate Period Days," for any Rate Period, if such
Rate Period is less than one year, shall mean the number of days (without giving
effect to subparagraph (b)(ii) of Section 2 of this Part I) in such Rate Period.

                         (hhh) "Receivables for New York Municipal Securities
Sold" shall mean (A) for purposes of calculation of Moody's Eligible Assets as
of any Valuation Date, no more than the aggregate of the following: (i) the book
value of receivables for New York municipal securities sold as of or prior to
such Valuation Date if such receivables are due within five business days of
such Valuation Date, and if the trades which generated such receivables are (x)
settled through clearing house firms with respect to which the Fund has received
prior written authorization from Moody's or (y) with counterparties having a
Moody's long-term debt rating of at least Baa3; and (ii) the Moody's Discounted
Value of New York municipal securities sold as of or prior to such Valuation
Date which generated receivables, if such receivables are due within the Moody's
Exposure Period but do not comply with either of the conditions specified in (i)
above, and (B) for purposes of calculation of S&P Eligible Assets as of any
Valuation Date, the book value of receivables for New York municipal securities
sold as of or prior to such Valuation Date if such receivables are due within
five business days of such Valuation Date.

                         (iii) "Redemption Price" shall mean the Optional
Redemption Price or the Mandatory Redemption Price, as applicable.

                         (jjj) "Retroactive Taxable Allocation" shall have the
meaning set forth in Section 12 hereof.

                         (kkk) "S&P" shall mean Standard & Poor's Fund, a New
York corporation, and its successors.

                         (lll) "S&P Discount Factor" shall mean, for purposes of
determining the Discounted Value of any S&P Eligible Asset, the percentage
determined



                                      C-33

<PAGE>



by reference to the rating on such asset and the shortest Exposure Period set
forth opposite such rating that is the same length as or is longer than the S&P
Exposure Period, in accordance with the table set forth below:

<Table>
<Caption>
                                                 Rating Category
                                    --------------------------------------------
Exposure Period                      AAA*        AA*           A*         BBB*
- ---------------                     -------     -----        -----       ------
<S>                                 <C>         <C>          <C>          <C>
40 Business Days...............     210%        215%         230%         270%
22 Business Days...............     190         195          210          250
10 Business Days...............     175         180          195          235
 7 Business Days...............     170         175          190          230
 3 Business Days...............     150         155          170          210
</Table>

- --------------------------
* S&P rating.


                  Notwithstanding the foregoing, (i) the S&P Discount Factor for
short-term New York municipal securities will be 115%, so long as such New York
municipal securities are rated A-1+ or SP-1+ by S&P and mature or have a demand
feature exercisable within 30 days or less, or 125% if such New York municipal
securities are not rated by S&P but are rated VMIG-1, P-1 or MIG-1 by Moody's;
provided, however, that any such Moody's rated short-term New York municipal
securities which have demand features exercisable within 30 days or less must be
backed by a letter of credit, liquidity facility or guarantee from a bank or
other financial institution with a short-term rating of at least A-1+ from S&P;
and further provided that such Moody's-rated short-term New York municipal
securities may comprise no more than 50% of short-term New York municipal
securities that qualify as S&P Eligible Assets and (ii) no S&P Discount Factor
will be applied to cash or to Receivables for New York Municipal Securities
Sold. For purposes of the foregoing, Anticipation Notes rated SP-1+ or, if not
rated by S&P, rated MIG-1 or VMIG-1 by Moody's, which do not mature or have a
demand feature at par exercisable in 30 days and which do not have a long-term
rating, shall be considered to be short-term New York municipal securities.

                         (mmm) "S&P Eligible Asset" shall mean cash (excluding
any cash irrevocably deposited by the Fund for the payment of any liabilities
within the meaning of APS Basic Maintenance Amount), Receivables for New York
Municipal Securities Sold or a New York municipal security owned by the Fund
that (i) is interest bearing and pays interest at least semi-annually; (ii) is
payable with respect to principal and interest in U.S. Dollars; (iii) is
publicly rated BBB or higher by S&P or, if not rated by S&P but rated by
Moody's, is rated at least A by Moody's (provided that such Moody's-rated New
York municipal securities will be included in S&P Eligible Assets only to the
extent the Market Value of such New York municipal securities does not exceed
50% of the aggregate Market Value of S&P Eligible Assets; and further provided
that, for purposes of determining the S&P Discount Factor applicable to any such
Moody's-rated New York municipal security, such New York municipal security will
be deemed to have an S&P rating which is one full rating category lower than its
Moody's rating); (iv) is not part of a private placement of municipal
securities; and (v) is part of an issue of New York


                                      C-34


<PAGE>


municipal securities with an original issue size of at least $20 million or, if
an issue with an original issue size below $20 million (but in no event below
$10 million), is issued by an issuer with a total of at least $50 million of
securities outstanding. Solely for purposes of this definition, the term "New
York municipal securities" means any obligation the interest on which is exempt
from regular Federal income taxation and which issued by any of the fifty United
States, the District of Columbia or any of the territories of the United States,
their subdivisions, counties, cities, towns, villages, school districts and
agencies (including authorities and special districts created by the states),
and federally sponsored agencies such as local housing authorities.
Notwithstanding the foregoing limitations:

                  1. New York municipal securities of any one issuer or
         guarantor (excluding bond insurers) shall be considered S&P Eligible
         Assets only to the extent the Market Value of such New York municipal
         securities does not exceed 10% of the aggregate Market Value of S&P
         Eligible Assets provided that 2% is added to the applicable S&P
         Discount Factor for every 1% by which the Market Value of such New York
         municipal securities exceeds 5% of the aggregate Market Value of S&P
         Eligible Assets;

                  2. New York municipal securities guaranteed or insured by any
         one bond insurer shall be considered S&P Eligible Assets only to the
         extent the Market Value of such New York municipal securities does not
         exceed 25% of the aggregate Market Value of S&P Eligible Assets; and

                  3. New York municipal securities of any one issue type
         category will be considered S&P Eligible Assets only to the extent the
         fair market value of such New York municipal securities does not exceed
         20% of the aggregate fair market value of S&P Eligible Assets. For
         purposes of this requirement, New York municipal securities will be
         classified into one of the following categories: health care issues,
         housing issues, educational issues, facilities issues, student loan
         issues, transportation issues, industrial development bond issues,
         public power utilities issues, water and sewer utilities issues,
         special utilities issues, general obligation issues, lease obligations,
         escrowed bonds and other issues not falling within one of the
         aforementioned categories. Furthermore, special utilities issues that
         are not rated by S&P will not be considered S&P Eligible Assets.

                         (nnn) "S&P Exposure Period" shall mean the maximum
period of time following a Valuation Date that the Fund has under this
Certificate of Vote to cure any failure to maintain, as of such Valuation Date,
the Discounted Value for its portfolio at least equal to the APS Basic
Maintenance Amount (as described in paragraph (a) of Section 9 of this Part I).

                         (ooo) "S&P Hedging Transactions" means futures
contracts based on the Municipal Index or Treasury Bonds, put and call options
on such contracts purchased by the Fund and covered call options and secured put
options on portfolio securities written by the Fund.



                                      C-35

<PAGE>



                         (ppp) "Special Dividend Period," with respect to the
APS, shall mean any Subsequent Dividend Period commencing on the date designated
by the Fund in accordance with Section 4 of this Part I and ending on the last
day of the last Dividend Period thereof, with such number of consecutive days or
whole years as the Board of Trustees shall specify, including the terms of any
Specific Redemption Provisions, if any.

                         (qqq) "Specific Redemption Provisions" means, with
respect to any Special Dividend Period of 365 or more days, either, or any
combination of, (i) period (a "Non-Call Period") determined by the Board of
Trustees, after consultation with the Broker-Dealers, during which the shares
subject to such Special Dividend Period are not subject to redemption at the
option of the Fund and (ii) a period (a "Premium Call Period"), consisting of a
number of whole years and determined by the Board of Trustees, after
consultation with the Broker-Dealers, during each year of which the shares
subject to such Special Dividend Period shall be redeemable at the Fund's option
at a price per share equal to $50,000 plus accumulated but unpaid dividends plus
a premium expressed as a percentage of $50,000 as determined by the Board of
Trustees after consultation with the Broker-Dealers; provided that during any
Special Dividend Period of 365 or more days if on the date of determination of
the Applicable Rate for such APS, such Applicable Rate equaled or exceeded the
Treasury Rate, the Fund may redeem APS without regard to any Non-Call Period or
Premium Call Period at the Mandatory Redemption Price.

                         (rrr) "Subsequent Dividend Period," with respect to the
APS, shall mean the period from and including the first day following the
Initial Dividend Period thereof to but excluding the next Dividend Payment Date
which follows a scheduled Auction for such APS and any period thereafter from
and including one Dividend Payment Date which follows a scheduled Auction for
such APS to but excluding the next succeeding Dividend Payment Date which
follows a scheduled Auction for such APS; provided, however, that if any
Subsequent Dividend Period is also a Special Dividend Period, such term shall
mean the period commencing on the first day of such Special Dividend Period and
ending on the last day of the last Dividend Period thereof.

                         (sss) "Substitute Commercial Paper Dealer" shall mean
The First Boston Company or Morgan Stanley & Co. Incorporated or their
respective affiliates or successors, if such entity is a Commercial Paper
Dealer; provided that none of such entities shall be a Commercial Paper Dealer.

                         (ttt) "Substitute U.S. Government Securities Dealer"
shall mean The First Boston Company and Merrill Lynch, Pierce, Fenner & Smith
Incorporated or their respective affiliates or successors, if such entity is a
U.S. Government securities dealer; provided that none of such entities shall be
a U.S. Government Securities Dealer.

                         (uuu) "Treasury Bonds" shall mean United States
Treasury Bonds backed by the full faith and credit of the United States
government with remaining maturities of 10 years or more.



                                      C-36


<PAGE>



                         (vvv) "Treasury Rate," on any date for any Rate Period,
shall mean (i) the yield on the most recently auctioned non-callable direct
obligations of the U.S. Government (excluding "flower" bonds) with a remaining
maturity within three months of the duration of such Rate Period, as quoted in
The Wall Street Journal on such date for the Business Day next preceding such
date; or (ii) in the event that any such rate is not published by The Wall
Street Journal, then the arithmetic average of the yields (expressed as an
interest equivalent in the case of a Rate Period which is one year or less and
expressed as a bond equivalent in the case of any longer Rate Period) on the
most recently auctioned non-callable direct obligations of the U.S. Government
(excluding "flower" bonds) with a remaining maturity within three months of the
duration of such Rate Period as quoted on a discount basis or otherwise by the
U.S. Government Securities Dealers to the Auction Agent for the close of
business on the Business Day immediately preceding such date. If any U.S.
Government Securities Dealer does not quote a rate required to determine the
Treasury Rate, the Treasury Rate shall be determined on the basis of the
quotation or quotations furnished by the remaining U.S. Government Securities
Dealer or U.S. Government Securities Dealers and any Substitute U.S. Government
Securities Dealers selected by the Fund to provide such rate or rates not being
supplied by any U.S. Government Securities Dealer or U.S. Government Securities
Dealers, as the case may be, or, if the Fund does not select any such Substitute
U.S. Government Securities Dealer or Substitute U.S. Government Securities
Dealers, by the remaining U.S. Government Securities Dealer or U.S. Government
Securities Dealers.

                         (www) "U.S. Government Securities Dealer" shall mean
Goldman, Sachs & Co., Lehman Government Securities Incorporated, Smith Barney,
Harris Upham & Co. and Morgan Guaranty Trust Company of New York or their
respective affiliates or successors, if such entity is a U.S. Government
securities dealer.

                         (xxx) "Valuation Date" shall mean, for purposes of
determining whether the Fund is maintaining the APS Basic Maintenance Amount and
the Minimum Liquidity Level, each Business Day.

                         (yyy) "Variation Margin" shall mean, in connection with
outstanding purchase or sale positions in futures contracts and outstanding
sales positions with respect to options thereon, the amount of cash and
securities paid to and received from a futures commission merchant (subsequent
to the Initial Margin payment) from time to time as the value of such position
fluctuates.

                         (zzz) "Voting Period" shall have the meaning set forth
in paragraph (b) of Section 5 of this Part I.

                                    PART II.

                  1. Certain Definitions. Capitalized terms not defined in
Section 1 of this Part II shall have the respective meaning specified in Part I
hereof. As used in this Part II, the following terms shall have the following
meanings, unless the context otherwise requires:


                                      C-37


<PAGE>



                     (a) "Affiliate" shall mean any Person known to the Auction
Agent to be controlled by, in control of or under common control with the Fund;
provided that no Broker-Dealer controlled by, in control of or under common
control with the Fund shall be deemed to be an Affiliate nor shall any fund or
any Person controlled by, in control of or under common control with such fund
one of the trustees or executive officers of which is also a trustee of the Fund
be deemed to be an Affiliate solely because such trustee or executive officer is
also a trustee of the Fund.

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

                     (c) "Applicable Percentage" for the APS on any Auction Date
shall mean the percentage, determined as set forth below, based on the
prevailing rating of such APS in effect at the close of business on the Business
Day next preceding such Auction Date.

<Table>
<Caption>
      Prevailing Rating                                              Percentage
      -----------------                                              ----------
<S>                                                                  <C>
      "aa3"/AA- or higher........................................... 110%
      "a3"/A-....................................................... 125%
      "baa3"/BBB-................................................... 150%
      **C"ba3"/BB-.................................................. 200%
      **CBelow "ba3"/BB-............................................ 250%
</Table>

provided, however, that in the event the Fund has notified the Auction Agent of
its intent to allocate income taxable for federal income tax purposes to the APS
prior to the Auction establishing the Applicable Rate for such shares the
applicable percentage in the foregoing table shall be divided by the quantity 1
minus the maximum marginal combined regular federal, New York State and New York
City individual income tax rate applicable to ordinary income (taking into
account the federal income tax deductibility of state and local taxes paid or
incurred) or the maximum marginal regular federal corporate income tax rate,
whichever is greater, provided further, however, that the Applicable Percentage
shall be divided in the foregoing manner only to the extent of the portion of
the dividend on the APS for such Rate Period that represents the allocation of
taxable income to the APS.

                  For purposes of this definition, the "prevailing rating" of
the APS shall be (i) "aa3"/AA- or higher if such APS have a rating of "aa3" or
better by Moody's and AA- or better by S&P or the equivalent of such ratings by
such agencies or a substitute rating agency or substitute rating agencies
selected as provided below, (ii) if not "aa3"/AA- or higher, then "a3"/A- if
such APS have a rating of "a3" or better by Moody's and A- or better by S&P or
the equivalent of such ratings by such agencies or a substitute rating agency or
substitute rating agencies selected as provided below, (iii) if not "aa3"/AA- or
higher or "a3"/A-, then "baa3"/BBB- if such APS have a rating of "baa3" or
better by Moody's and BBB- or better by S&P or the equivalent of such ratings by
such agencies or a substitute rating agency or substitute rating agencies
selected as provided below, (iv) if




                                      C-38

<PAGE>



not "aa3"/AA- or higher, "a3"/A- or "baa3"/BBB-, then "ba3"/BB- if the such APS
have a rating of "ba3" or better by Moody's and BB- or better by S&P or the
equivalent of such ratings by such agencies or substitute rating agency or
substitute rating agencies selected as provided below, and (v) if not "aa3"/AA-
or higher, "a3"/A-, "baa3"/BBB- or "ba3"/BB-, then Below "ba3"/BB-, provided,
however, that if the APS are rated by only one rating agency, the prevailing
rating will be determined without reference to the rating of any other rating
agency. The Fund shall take all reasonable action necessary to enable either S&P
or Moody's to provide a rating for the APS. If neither S&P nor Moody's shall
make such a rating available, [Goldman, Sachs & Co. or Smith Barney, Harris
Upham & Co. Incorporated] or their successors as Broker-Dealers shall select a
nationally recognized statistical rating organization (as that term is used in
the rules and regulations of the Securities and Exchange Commission under the
Securities Exchange Act of 1934, as amended from time to time) to act as a
substitute rating agency in respect of the APS and the Fund shall take all
reasonable action to enable such rating agency or agencies to provide a rating
for such APS.

                     (d) "Available APS" shall have the meaning specified in
paragraph (a) of Section 4 of this Part II.

                     (e) "Bid" and "Bids" shall have the respective meanings
specified in paragraph (a) of Section 2 of this Part II.

                     (f) "Bidder" and "Bidders" shall have the respective
meanings specified in paragraph (a) of Section 2 of this Part II.

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

                     (h) "Broker-Dealer Agreement" shall mean an agreement
between the Auction Agent and a Broker-Dealer pursuant to which such
Broker-Dealer agrees to follow the procedures specified in this Part II.

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

                     (j) "Hold Order" and "Hold Orders" shall have the
respective meanings specified in paragraph (a) of Section 2 of this Part II.

                     (k) "Master Purchaser's Letter" shall mean a letter,
addressed to the Fund, the Auction Agent, a Broker-Dealer and an Agent Member in
which a Person agrees, among other things, to offer to purchase, to purchase, to
offer to sell and/or to sell APS as set forth in this Part II.




                                      C-39

<PAGE>


                     (l) "Maximum Rate," for the APS on any Auction Date, shall
mean:

                         (i) in the case of any Auction Date which is not the
     Auction Date immediately prior to the first day of any proposed Special
     Dividend Period designated by the Fund pursuant to Section 4 of Part I of
     the Certificate of Vote, the product of (A) the "AA" Composite Commercial
     Paper Rate on such Auction Date for the next Rate Period of such APS and
     (B) the Applicable Percentage on such Auction Date, unless such APS have or
     have had a Special Dividend Period (other than a Special Dividend Period of
     28 Rate Period Days or less) and an Auction at which Sufficient Clearing
     Bids existed has not yet occurred for a Minimum Dividend Period after such
     Special Dividend Period, in which case the higher of:

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

                                  (B) the product of (1) the higher of (x) the
          "AA" Composite Commercial Paper Rate on such Auction Date for the
          then-ending Rate Period of such APS, if such Rate Period is less than
          one year, or the Treasury Rate on such Auction Date for such Rate
          Period, if such Rate Period is one year or greater, and (y) the "AA"
          Composite Commercial Paper Rate on such Auction Date for such Special
          Dividend Period of such APS, if such Special Dividend Period is less
          than one year, or the Treasury Rate on such Auction Date for such
          Special Dividend Period, if such Special Dividend Period is one year
          or greater and (2) the Applicable Percentage on such Auction Date; or

                         (ii) in the case of any Auction Date which is the
     Auction Date immediately prior to the first day of any proposed Special
     Dividend Period of more than 28 Rate Period Days designated by the Fund
     pursuant to Section 4 of Part I of the Certificate of Vote, the product of
     (A) the highest of (1) the "AA" Composite Commercial Paper Rate on such
     Auction Date for the then-ending Rate Period of such APS, if such Rate
     Period is less than one year, or the Treasury Rate on such Auction Date for
     such Rate Period, if such Rate Period is one year or greater, (2) the "AA"
     Composite Commercial Paper Rate on such Auction Date for the Special
     Dividend Period for which the Auction is being held if such Special
     Dividend Period is less than one year or the Treasury Rate on such Auction
     Date for the Special Dividend Period for which the Auction is being held if
     such Special Dividend Period is one year or greater, and (3) the "AA"
     Composite Commercial Paper Rate on such Auction Date for Minimum Dividend
     Periods and (B) the Applicable Percentage on such Auction Date.

                     (m) "Order" and "Orders" shall have the respective meanings
specified in paragraph (a) of Section 2 of this Part II.





                                      C-40

<PAGE>




                     (n) "Outstanding" shall mean, as of any Auction Date with
respect to the APS, the number of such APS theretofore issued by the Fund
except, without duplication, (i) any APS theretofore cancelled or delivered to
the Auction Agent for cancellation or redeemed by the Fund or as to which a
notice of redemption shall have been given by the Fund, (ii) any APS as to which
the Fund or any Affiliate thereof shall be an Existing Holder and (iii) any APS
represented by any certificate in lieu of which a new certificate has been
executed and delivered by the Fund.

                     (o) "Person" shall mean and include an individual, a
partnership, a fund, a trust, an unincorporated association, a joint venture or
other entity or a government or any agency or political subdivision thereof.

                     (p) "Potential Holder," when used with respect to the APS,
shall mean any Person, including any Existing Holder of such APS, (i) who shall
have executed a Master Purchaser's Letter and (ii) who may be interested in
acquiring such APS (or, in the case of an Existing Holder of APS, additional
APS).

                     (q) "Securities Depository" shall mean The Depository Trust
Company and its successors and assigns or any other securities depository
selected by the Fund which agrees to follow the procedures required to be
followed by such securities depository in connection with the APS.

                     (r) "Sell Order" and "Sell Orders" shall have the
respective meanings specified in paragraph (a) of Section 2 of this Part II.

                     (s) "Submission Deadline" shall mean 1:30 p.m., New York
City time, on any Auction Date or such other time on any Auction Date by which
Brokers-Dealers are required to submit Orders to the Auction Agent as specified
by the Auction Agent from time to time.

                     (t) "Submitted Bid" and "Submitted Bids" shall have the
respective meanings specified in paragraph (a) of Section 4 of this Part II.

                     (u) "Submitted Hold Order" and "Submitted Hold Orders"
shall have the respective meanings specified in paragraph (a) of Section 4 of
this Part II.

                     (v) "Submitted Order" and "Submitted Orders" shall have the
respective meanings specified in paragraph (a) of Section 4 of this Part II.

                     (w) "Submitted Sell Order" and "Submitted Sell Orders"
shall have the respective meanings specified in paragraph (a) of Section 4 of
this Part II.

                     (x) "Sufficient Clearing Bids" shall have the meaning
specified in paragraph (a) of Section 4 of this Part II.

                     (y) "Winning Bid Rate" shall have the meaning specified in
paragraph (a) of Section 4 of this Part II.


                                      C-41
<PAGE>



                  2. Orders by Existing Holders and Potential Holders. Prior to
the Submission Deadline on each Auction Date:

                         (i) each Existing Holder of APS subject to an Auction
     on such Auction Date may submit to a Broker-Dealer by telephone or
     otherwise information as to:

                                  (A) the number of Outstanding APS, if any,
          held by such Existing Holder which such Existing Holder desires to
          continue to hold without regard to the Applicable Rate for such APS
          for the next succeeding Rate Period of such APS;

                                  (B) the number of Outstanding APS, if any,
          which such Existing Holder offers to sell if the Applicable Rate for
          such APS for the next succeeding Rate Period of such APS shall be less
          than the rate per annum specified by such Existing Holder; and/or

                                  (C) the number of Outstanding APS, if any,
          held by such Existing Holder which such Existing Holder offers to sell
          without regard to the Applicable Rate for such APS for the next
          succeeding Rate Period of such APS;

and

                         (ii) one or more Broker-Dealers, using lists of
     Potential Holders, shall in good faith for the purpose of conducting a
     competitive Auction in a commercially reasonable manner, contact Potential
     Holders (by telephone or otherwise), including Persons that are not
     Existing Holders, on such lists to determine the number of APS, if any,
     which each such Potential Holder offers to purchase if the Applicable Rate
     for such APS for the next succeeding Rate Period of such APS shall not be
     less than the rate per annum specified by such Potential Holder.

For the purposes hereof, the communication to a Broker-Dealer of information
referred to in clause (i)(A), (i)(B), (i)(C) or (ii) of this paragraph (a) is
hereinafter referred to as an "Order" and collectively as "Orders" and each
Existing Holder and each Potential Holder placing an Order is hereinafter
referred to as a "Bidder" and collectively as "Bidders"; an Order containing the
information referred to in clause (i)(A) of this paragraph (a) is hereinafter
referred to as a "Hold Order" and collectively as "Hold Orders"; an Order
containing the information referred to in clause (i)(B) or (ii) of this
paragraph (a) is hereinafter referred to as a "Bid" and collectively as "Bids";
and an Order containing the information referred to in clause (i)(C) of this
paragraph (a) is hereinafter referred to as a "Sell Order" and collectively as
"Sell Orders."

                     (c) (i) A bid by an Existing Holder of APS subject to an
Auction on any Auction Date shall constitute an irrevocable offer to sell:




                                      C-42

<PAGE>



                                  (A) the number of Outstanding APS specified in
          such Bid if the Applicable Rate for such APS determined on such
          Auction Date shall be less than the rate specified therein:

                                  (B) such number or a lesser number of
          Outstanding APS to be determined as set forth in clause (iv) of
          paragraph (a) of Section 5 of this Part II if the Applicable Rate for
          such APS determined on such Auction Date shall be equal to the rate
          specified therein; or

                                  (C) the number of Outstanding APS specified in
          such Bid if the rate specified therein shall be higher than the
          Maximum Rate for such APS, or such number or a lesser number of
          Outstanding APS to be determined as set forth in clause (iii) of
          paragraph (b) of Section 5 of this Part II if the rate specified
          therein shall be higher than the Maximum Rate for such APS and
          Sufficient Clearing Bids for such APS do not exist.

                         (ii) A Sell Order by an Existing Holder of APS subject
     to an Auction on any Auction Date shall constitute an irrevocable offer to
     sell:

                                  (A) the number of Outstanding APS specified in
          such Sell Order; or

                                  (B) such number or a lesser number of
          Outstanding APS as set forth in clause (iii) of paragraph (b) of
          Section 5 of this Part II if Sufficient Clearing Bids for such APS do
          not exist.

                         (iii) A Bid by a Potential Holder of APS subject to an
     Auction on any Auction Date shall constitute an irrevocable offer to
     purchase:

                                  (A) the number of Outstanding APS specified in
          such Bid if the Applicable Rate for such APS determined on such
          Auction Date shall be higher than the rate specified therein; or

                                  (B) such number or a lesser number of
          Outstanding APS as set forth in clause (v) of paragraph (a) of Section
          5 of this Part II if the Applicable Rate for such APS determined on
          such Auction Date shall be equal to the rate specified therein.

                     (d) No Order for any number of APS other than whole shares
shall be valid.



                                      C-43

<PAGE>



                  3. Submission of Orders by Broker-Dealers to Auction Agent.
(b) Each Broker-Dealer shall submit in writing to the Auction Agent prior to the
Submission Deadline on each Auction Date all Orders for APS subject to an
Auction on such Auction Date obtained by such Broker-Dealer and shall specify
with respect to each Order for such shares:

                         (i) the name of the Bidder placing such Order;

                         (ii) the aggregate number of APS that are the subject
     of such Order;

                         (iii) to the extent that such Bidder is an Existing
     Holder of APS:

                                  (A) the number of APS, if any, subject to any
          Hold Order placed by such Existing Holder;

                                  (B) the number of APS, if any, subject to any
          Bid placed by such Existing Holder and the rate specified in such Bid;
          and

                                  (C) the number of APS, if any, subject to any
          Sell Order placed by such Existing Holder; and

                         (iv) to the extent such Bidder is a Potential Holder of
     APS, the rate and number of such APS specified in such Potential Holder's
     Bid.

                     (c) If any rate specified in any Bid contains more than
three figures to the right of the decimal point, the Auction Agent shall round
such rate up to the next highest one thousandth (.001) of 1%.

                     (d) If an Order or Orders covering all of the Outstanding
APS held by any Existing Holder is not submitted to the Auction Agent prior to
the Submission Deadline, the Auction Agent shall deem a Hold Order to have been
submitted on behalf of such Existing Holder covering the number of Outstanding
APS held by such Existing Holder and not subject to Orders submitted to the
Auction Agent.

                     (e) If any Existing Holder submits through a Broker-Dealer
to the Auction Agent one or more Orders covering in the aggregate more than the
number of Outstanding APS subject to an Auction held by such Existing Holder,
such Orders shall be considered valid in the following order of priority:

                         (i) all Hold Orders for APS shall be considered valid,
     but only up to and including in the aggregate the number of Outstanding APS
     held by such Existing Holder, and if the number of APS subject to such Hold
     Orders exceeds the number of Outstanding APS held by such Existing Holder,
     the number of shares subject to each such Hold Order shall be reduced pro
     rata to cover the number of Outstanding APS held by such Existing Holder;



                                      C-44

<PAGE>



                         (ii) (A) any Bid for APS shall be considered valid up
     to and including the excess of the number of Outstanding APS held by such
     Existing Holder over the number of APS subject to any Hold Orders referred
     to in clause (i) above;

                                  (B) subject to subclause (A), if more than one
          Bid for APS with the same rate is submitted on behalf of such Existing
          Holder and the number of Outstanding APS subject to such Bids is
          greater than such excess, such Bids shall be considered valid up to
          and including the amount of such excess, and the number of APS subject
          to each Bid with the same rate shall be reduced pro rata to cover the
          number of APS equal to such excess;

                                  (C) subject to subclauses (A) and (B), if more
          than one Bid for APS with different rates is submitted on behalf of
          such Existing Holder, such Bids shall be considered valid in the
          ascending order of their respective rates up to and including the
          amount of such excess; and

                                  (D) in any such event, the number, if any, of
          such Outstanding APS subject to any portion of Bids considered not
          valid in whole or in part under the clause (ii) shall be treated as
          the subject of a Bid for APS by a Potential Holder at the rate therein
          specified; and

                         (iii) all Sell Orders for APS shall be considered valid
     up to and including the excess of the number of Outstanding APS held by
     such Existing Holder over the sum of the APS subject to valid Hold Orders
     referred to in clause (i) above and valid Bids by such Existing Holder
     referred to in clause (ii) above.

                     (f) If more than one Bid for one or more of the APS is
submitted on behalf of any Potential Holder, each such Bid submitted shall be a
separate Bid with the rate and number of shares therein specified.

                     (g) An Order submitted by a Broker-Dealer to the Auction
Agent prior to the Submission Deadline on any Auction Date shall be irrevocable.

                  4. Determination of Sufficient Clearing Bids, Winning Bid Rate
and Applicable Rate. Not earlier than the Submission Deadline on each Auction
Date, the Auction Agent shall assemble all valid Orders submitted or deemed
submitted to it by the Broker-Dealers (each such Order as submitted or deemed
submitted by a Broker-Dealer being hereinafter referred to individually as a
"Submitted Hold Order," a "Submitted Bid" or a "Submitted Sell Order," as the
case may be, or as a "Submitted Order" and collectively as "Submitted Hold
Orders," "Submitted Bids" or "Submitted Sell Orders,"




                                      C-45

<PAGE>




as the case may be, or as "Submitted Orders" and shall for the APS for which an
Auction is being held determine:

                         (i) the excess of the number of Outstanding APS over
     the number of Outstanding APS subject to Submitted Hold Orders (such excess
     being hereinafter referred to as the "Available APS.");

                         (ii) from the Submitted Orders for such APS whether:

                                  (A) the number of Outstanding APS subject to
          Submitted Bids by Potential Holders specifying one or more rates equal
          to or lower than the Maximum Rate for such APS

exceeds or is equal to the sum of

                                  (B) the number of Outstanding APS subject to
          Submitted Bids by Existing Holders specifying one or more rates higher
          than the Maximum Rate for such APS; and

                                  (C) the number of Outstanding APS subject to
          Submitted Sell Orders

(in the event such excess or such equality exists (other than because the number
of APS in subclauses (B) and (C) above is zero because all of the Outstanding
APS are subject to Submitted Hold Orders), such Submitted Bids in subclause (A)
above being hereinafter referred to collectively as "Sufficient Clearing Bids"
for such APS); and

                         (iii) if Sufficient Clearing Bids for such APS exists,
     the lowest rate specified in such Submitted Bids (the "Winning Bid Rate"
     for such APS) which if:

                                  (A) (I) each such Submitted Bid from Existing
          Holders specifying such lowest rate and (II) all other such Submitted
          Bids from Existing Holders specifying lower rates were rejected, thus
          entitling such Existing Holders to continue to hold the APS that are
          subject to such Submitted Bids; and

                                  (B) (I) each such Submitted Bid from Potential
          Holders specifying such lowest rate and (II) all other such Submitted
          Bids from Potential Holders specifying lower rates were accepted;

would result in such Existing Holders described in subclause (A) above
continuing to hold an aggregate number of Outstanding APS which, when added to
the number of Outstanding APS to be purchased by such Potential Holders
described in subclause (B) above, would equal not less than the Available APS.



                                      C-46

<PAGE>


                     (c) Promptly after the Auction Agent has made the
determinations pursuant to paragraph (a) of this Section 4, the Auction Agent
shall advise the Fund of the Maximum Rate for the APS for which an Auction is
being held on the Auction Date and, based on such determination, the Applicable
Rate for such APS for the next succeeding Rate Period thereof as follows:

                         (i)   if Sufficient Clearing Bids for such APS exists,
     that the Applicable Rate for such APS for the next succeeding Rate Period
     thereof shall be equal to the Winning Bid Rate for such APS to be
     determined;

                         (ii)  if Sufficient Clearing Bids for such APS do not
     exist (other than because all of the Outstanding APS are subject to
     Submitted Hold Orders), that the Applicable Rate for such APS for the next
     succeeding Rate Period, which shall be a Minimum Dividend Period, thereof
     shall be equal to the Maximum Rate for such APS; or

                         (iii) if all of the Outstanding APS are subject to
     Submitted Hold Orders, that the Applicable Rate for such APS for the next
     succeeding Rate Period thereof shall be equal to the product of (A) (I) the
     "AA" Composite Commercial Paper Rate on such Auction Date for such Rate
     Period, if such Rate Period is less than one year or (II) the Treasury Rate
     on such Auction Date for such Rate Period, if such Rate Period is one year
     or greater and (B) 1 minus the maximum marginal combined regular federal,
     New York State and New York City individual income tax rate applicable to
     ordinary income (taking into account the federal income tax deductibility
     of state and local taxes paid or incurred) or the maximum marginal regular
     federal corporate income tax rate, whichever is greater; provided, however,
     that if the Fund has notified the Auction Agent of its intent to allocate
     to the APS in such Rate Period any net capital gains or other income
     taxable for Federal income tax purposes, the Applicable Rate in respect of
     that portion of the dividend on the APS for such Rate Period that
     represents the allocation of net capital gains or other income taxable for
     federal income tax purposes shall be the rate described in the preceding
     clause (A)(I) or (II), as applicable, without being multiplied by the
     factor set forth in the preceding clause (B).

                  5. Acceptance and Rejection of Submitted Bids and Submitted
Sell Orders and Allocation of Shares. Existing Holders shall continue to hold
the APS that are subject to Submitted Hold Orders, and, based on the
determinations made pursuant to paragraph (a) of Section 4 of this Part II, the
Submitted Bids and Submitted Sell Orders shall be accepted or rejected and the
Auction Agent shall take such other action as set forth below:

                     (a) If Sufficient Clearing Bids for any of the APS have
been made, all Submitted Sell Orders shall be accepted and, subject to the
provisions of paragraphs (d) and (e) of this Section 5, Submitted Bids shall be
accepted or rejected as follows in the following order of priority and all other
Submitted Bids for such APS shall be rejected:


                                      C-47

<PAGE>



                         (i)   Existing Holders' Submitted Bids for such APS
     specifying any rate that is higher than the Winning Bid Rate for such APS
     shall be accepted, thus requiring each such Existing Holder to sell the APS
     subject to such Submitted Bids;

                         (ii)  Existing Holders' Submitted Bids for the APS
     specifying any rate that is lower than the Winning Bid Rate for such APS
     shall be rejected, thus entitling each such Existing Holder to continue to
     hold the APS subject to such Submitted Bids;

                         (iii) Potential Holders' Submitted Bids for the APS
     specifying any rate that is lower than the Winning Bid Rate shall be
     accepted;

                         (iv)  each Existing Holder's Submitted Bid for the APS
     specifying a rate that is equal to the Winning Bid Rate for such APS shall
     be rejected, thus entitling such Existing Holder to continue to hold the
     APS subject to such Submitted Bid, unless the number of Outstanding of APS
     subject to all such Submitted Bids shall be greater than the number of APS
     ("remaining shares") in the excess of the Available APS over the number of
     the APS subject to Submitted Bids described in clauses (ii) and (iii) of
     this paragraph (a), in which event such Submitted Bid of such Existing
     Holder shall be rejected in part, and such Existing Holder shall be
     entitled to continue to hold the APS subject to such Submitted Bid, but
     only in an amount equal to the number of APS obtained by multiplying the
     number of remaining shares by a fraction, the numerator of which shall be
     the number of Outstanding APS held by such Existing Holder subject to such
     Submitted Bid and the denominator of which shall be the aggregate number of
     Outstanding APS subject to such Submitted Bids made by all such Existing
     Holders that specified a rate equal to the Winning Bid Rate for such APS;
     and

                         (v) each Potential Holder's Submitted Bid for the APS
     specifying a rate that is equal to the Winning Bid Rate for such APS shall
     be accepted but only in an amount equal to the number of APS obtained by
     multiplying the number of shares in the excess of the Available APS over
     the number of the APS subject to Submitted Bids described in clauses (ii)
     through (iv) of this paragraph (a) by a fraction, the numerator of which
     shall be the number of Outstanding APS subject to such Submitted Bid and
     the denominator of which shall be the aggregate number of Outstanding APS
     subject to such Submitted Bids made by all such Potential Holders that
     specified a rate equal to the Winning Bid Rate for such APS; and

                     (b) If Sufficient Clearing Bids for any of the APS have not
been made (other than because all of the Outstanding APS are subject to
Submitted Hold Orders), subject to the provisions of paragraph (d) of this
Section 5, Submitted Orders for such APS shall be accepted or rejected as
follows in the following order of priority and all other Submitted Bids for such
APS shall be rejected:


                                      C-48

<PAGE>





                         (i)   Existing Holders' Submitted Bids for the APS
     specifying any rate that is equal to or lower than the Maximum Rate for
     such APS shall be rejected, thus entitling such Existing Holders to
     continue to hold the APS subject to such Submitted Bids;

                         (ii)  Potential Holders' Submitted Bids for the APS
     specifying any rate that is equal to or lower than the Maximum Rate for
     such APS shall be accepted; and

                         (iii) Each Existing Holder's Submitted Bid for the APS
     specifying any rate that is higher than the Maximum Rate of such APS and
     the Submitted Sell Orders for such APS of each Existing Holder shall be
     accepted, thus entitling each Existing Holder that submitted any such
     Submitted Bid or Submitted Sell Order to sell the APS subject to such
     Submitted Bid or Submitted Sell Order, but in both cases only in an amount
     equal to the number of APS obtained by multiplying the number of APS
     subject to Submitted Bids described in clause (ii) of this paragraph (b) by
     a fraction, the numerator of which shall be the number of Outstanding APS
     held by such Existing Holder subject to such Submitted Bid or Submitted
     Sell Order and the denominator of which shall be the aggregate number of
     Outstanding APS subject to all such Submitted Bids and Submitted Sell
     Orders.

                     (c) If all of the Outstanding APS are subject to Submitted
Hold Orders, all Submitted Bids for such APS shall be rejected.

                     (d) If, as a result of the procedures described in clause
(iv) or (v) of paragraph (a) or clause (iii) of paragraph (b) of this Section 5,
any Existing Holder would be entitled or required to sell, or any Potential
Holder would be entitled or required to purchase, a fraction of a share of APS
on any Auction Date, the Auction Agent shall, in such manner as it shall
determine in its sole discretion, round up or down the number of APS to be
purchased or sold by any Existing Holder or Potential Holder on such Auction
Date as a result of such procedures so that the number of APS so purchased or
sold by each Existing Holder or Potential Holder on such Auction Date shall be
whole shares of APS.

                     (e) If, as a result of the procedures described in clause
(v) of paragraph (a) of this Section 5, any Potential Holder would be entitled
or required to purchase less than a whole share of APS on any Auction Date, the
Auction Agent shall, in such manner as it shall determine in its sole
discretion, allocate shares of such APS for purchase among Potential Holders so
that only whole shares of APS are purchased on such Auction Date as a result of
such procedures by any Potential Holder, even if such allocation results in one
or more Potential Holders not purchasing the APS on such Auction Date.

                     (f) Based on the results of each Auction for the APS, the
Auction Agent shall determine the aggregate number of APS to be purchased and
the aggregate number of APS to be sold by Potential Holders and Existing Holders
on whose


                                      C-49

<PAGE>



behalf each Broker-Dealer submitted Bids or Sell Orders and, with respect to
each Broker-Dealer, to the extent that such aggregate number of shares to be
purchased and such aggregate number of shares to be sold differ, determine to
which other Broker-Dealer or Broker-Dealers acting for one or more purchasers of
APS such Broker-Dealer shall deliver, or from which other Broker-Dealer or
Broker-Dealers acting for one or more sellers of APS such Broker-Dealer shall
receive, as the case may be, shares of such APS.

                  6. Notification of Allocations. In normal circumstances,
whenever the Fund intends to include any net capital gains or other income
taxable for Federal income tax purposes in any dividend on the APS, the Fund
will notify the Auction Agent of the amount to be so included 15 days prior to
the Auction Date on which the Applicable Rate for such dividend is to be
established. Whenever the Auction Agent receives such notice from the Fund, it
will in turn notify each Broker-Dealer, who, on or prior to such Auction Date,
in accordance with its Broker-Dealer Agreement, will notify its Existing Holders
and Potential Holders believed by it to be interested in submitting an Order in
the Auction to be held on such Auction Date.

                  7. Miscellaneous.  (b)  To the extent permitted by applicable
law, the Board of Trustees may interpret or adjust the provisions of this
Certificate of Vote to resolve any inconsistency or ambiguity or to remedy any
formal defect, and may amend this Certificate of Vote with respect to the APS
prior to the issuance of such APS.

                     (c) An Existing Holder may sell, transfer or otherwise
dispose of the APS only in whole shares and only pursuant to a Bid or Sell Order
in accordance with the procedures described in this Part II or to or through a
Broker-Dealer or to a Person that has delivered a signed copy of a Master
Purchaser's Letter to the Auction Agent; provided, that in the case of all
transfers other than pursuant to Auctions, such Existing Holder, its
Broker-Dealer or its Agent Member advises the Auction Agent of such transfer.

                     (d) All of the APS outstanding from time to time shall be
represented by one global certificate registered in the name of the Securities
Depository or its nominee.

                     (e) Neither the Fund nor any affiliate thereof may submit
an Order in any Auction, except that any Broker-Dealer that is an affiliate of
the Fund may submit Orders in an Auction, but only if such Orders are not for
its own account.

                  IN WITNESS WHEREOF, the undersigned has caused this
Certificate of Vote to be executed as of June 8, 1992.

                                                  /s/ Ronald A. Nyberg
                                                  ----------------------------
                                                  Ronald A. Nyberg
                                                  Secretary


                                      C-50

<PAGE>



State of                   )
                           )  ss
County of                  )

                  Then personally appeared before me Ronald A. Nyberg, who
acknowledged the foregoing instrument to be his free act and deed and the free
act and deed in his capacity as Secretary of Van Kampen Merritt Trust For
Investment Grade New York Municipals.

                                             Before me,

                                             /s/ Terri Marrs
                                             -------------------------------
                                             Notary public

My commission Expires:   8/30/94
                        --------------------























                                      C-51


<PAGE>



                            ARTICLES OF AMENDMENT TO
                       THE CERTIFICATE OF VOTE OF TRUSTEES
                   ESTABLISHING A CLASS OF PREFERRED SHARES OF
            VAN KAMPEN TRUST FOR INVESTMENT GRADE NEW YORK MUNICIPALS

                  Van Kampen Trust for Investment Grade New York Municipals, a
Massachusetts business trust (the "Fund"), certifies to the Secretary of State
of the Commonwealth of Massachusetts as follows:

                  FIRST: On October 8, 1998, the Board of Trustees, pursuant to
the provisions of Article VI of the Amended and Restated Declaration of Trust
(the "Declaration of Trust") of the Fund and Section 5 of Part I and Section 7
of Part II of the Certificate of Vote of Trustees Establishing a Class of
Preferred Shares (the "Certificate of Vote") of the Fund, authorized and
declared a 2-for-1 split of the preferred shares of beneficial interest of the
Fund, par value $.01 per share, liquidation preference $50,000 per share,
designated Auction Preferred Shares (the "APS"). The stock split is to be
effected by means of a division of each outstanding share of APS into two
preferred shares of beneficial interest, par value $.01 per share, liquidation
preference $25,000 per share.

                  SECOND: Pursuant to the provisions of Article VI of the
Declaration of Trust and Section 5 of Part I and Section 7 of Part II of the
Certificate of Vote, the following amendments to the Certificate of Vote have
been duly adopted and approved by a majority of the Trustees of the Fund.

                  a.       The first paragraph of the vote establishing a class
                           of preferred shares of beneficial interest is hereby
                           amended by replacing such paragraph with the
                           following:

                           First: Pursuant to authority expressly vested in the
                           Board of Trustees of the Fund by Article VI of its
                           Declaration of Trust (which, as amended or restated
                           from time to time is, together with this Certificate
                           of Vote, herein called the "Declaration of Trust"),
                           the Board of Trustees hereby authorizes the issuance
                           of a series of 2,400 shares of its authorized
                           preferred shares of beneficial interest, par value
                           $.01 per share ("Preferred Shares"), liquidation
                           preference of $25,000 per share, designated Auction
                           Preferred Shares ("APS").

                  b.       The first paragraph under the heading "DESIGNATION"
                           of the Certificate of Vote is hereby amended by
                           replacing such paragraph with the following
                           paragraph.

                           APS: A series of 2,400 preferred shares of beneficial
                           interest, $.01 par value, liquidation preference
                           $25,000 per share, is hereby designated "Auction
                           Preferred Shares" (hereinafter, "APS"). Each APS
                           shall be issued on June 10, 1992; have an Applicable
                           Rate for



                                      C-52

<PAGE>




                           its Initial Dividend Period (which period shall
                           continue to and include Wednesday, January 20, 1993)
                           equal to 3.50% per annum; have an Initial Dividend
                           Payment Date of Wednesday, July 1, 1992; and have
                           such other preferences, limitations and relative
                           voting rights, in addition to those required by
                           applicable law or set forth in the Declaration of
                           Trust applicable to preferred shares of beneficial
                           interest of the Fund, as are set forth in Part I and
                           Part II of this Certificate of Vote. The APS shall
                           constitute a separate series of Preferred Shares of
                           beneficial interest of the Fund, and each share of
                           APS shall be identical except as provided In Section
                           3 of Part I of this Certificate of Vote.

                  c.       Section 2 (c)(ii) of Part I of the Certificate of
                           Vote is hereby amended to replace such section with
                           the following:

                           The amount of dividends per share payable on the APS
                           on any date on which dividends shall be payable on
                           the APS shall be computed by multiplying the
                           respective Applicable Rate in effect for such
                           Dividend Period or Dividend Periods or part thereof
                           for which dividends have not been paid by a fraction,
                           the numerator of which shall be the number of days in
                           such Dividend Period or Dividend Periods or part
                           thereof and the denominator of which shall be 365 if
                           such Dividend Period is a Rate Period, or is
                           contained in a Rate Period, of less that one year and
                           360 for all other Dividend Periods, and applying the
                           rate obtained against $25,000.

                  d.       Section 3 (a)(i) of Part I of the Certificate of Vote
                           is hereby amended to replace such section with the
                           following:

                           After the Initial Dividend Period with respect to any
                           series of APS and upon giving a Notice of Redemption,
                           as provided below, the Fund at its option may redeem
                           shares of any series of APS, in whole or in part, on
                           the second Business Day next preceding any Dividend
                           Payment Date applicable to those shares of APS called
                           for redemption, out of funds legally available
                           therefor, at the Optional Redemption Price; provided
                           that during a Special Dividend Period of 365 days or
                           more no share of APS will be subject to optional
                           redemption during any Non-Call Period; provided, that
                           shares of any series of APB may not be redeemed in
                           part of any such partial redemption fewer than 500
                           shares of such series remain outstanding.

                  e.       Section 5 (g) of Part I of the Certificate of Vote is
                           hereby amended to replace such section with the
                           following:

                                    Right to Vote with Respect to Certain Other
                           Matters. If the Fund has more than one series of APS
                           outstanding, the affirmative


                                      C-53

<PAGE>




                          vote of the holders of a majority (unless a higher
                          percentage vote is required under the Declaration of
                          Trust or under this Certificate of Vote) of the ou
                          tstanding shares of each series of APS, each voting as
                          a separate class, is required with respect to any
                          matter that materially affects the series in a manner
                          different from that of other series of classes of the
                          Fund's shares, including without limitation any
                          proposal to do the following: (1) increase or decrease
                          the aggregate number of authorized shares of the
                          series; (2) effect any exchange, reclassification, or
                          cancellation of all or part of the shares of the
                          series; (3) effect an exchange, or create a right of
                          exchange, of all or any part of the shares of the
                          series; (4) change the rights or preferences of the
                          shares of the series; (5) change the shares of the
                          series, whether with or without par value, of the same
                          or another class or series; (6) create a new class or
                          series of shares having rights and preferences prior
                          and superior to the shares of the series, or increase
                          the rights and preferences or the number of authorized
                          shares of a series having rights and preferences prior
                          or superior to the shares of the series; or (7) cancel
                          or otherwise affect distributions on the shares of the
                          series that have accrued but have not been declared.
                          To the extent that the interest of a series of APS
                          affected by a matter are substantially identical to
                          the interests of another series of APS affected by
                          such matter (e.g., a vote of shareholders required
                          under Section 13(a) of the 1940 Act), each such series
                          shall vote together collectively as one class. The
                          vote of holders of each series of APS described above
                          will in each case be in addition to a separate vote of
                          the requisite percentage of Common Shares and APS
                          necessary to authorize the action in question.

                  f.      Section 6 (a) of Part I of the Certificate of Vote Is
                          hereby amended to replace such section with the
                          following:

                          Upon the dissolution, liquidation or winding up of
                          the affairs of the Fund, whether voluntary or
                          involuntary, the Holders of the APS then outstanding
                          shall be entitled to receive and to be paid out of
                          the assets of the Fund available for distribution to
                          its shareholders, before any payment or distribution
                          shall be made on the Common Shares or on any other
                          class of shares of the Fund ranking junior to the APS
                          upon dissolution, liquidation or winding up, an
                          amount equal to the liquidation preference with
                          respect to such shares. The liquidation preference
                          for the APS shall be $25,000 per share, plus an
                          amount equal to all dividends thereon (whether or not
                          earned or declared) accumulated but unpaid to the
                          date of final distribution in same-day funds,
                          together with any payments required to be made
                          pursuant to Section 12 in connection with the
                          liquidation of the Fund.


                                      C-54

<PAGE>





                  g.       Section 15 (f) of Part I of the Certificate of Vote
                           is hereby amended to replace such section with the
                           following:

                           "APS Basic Maintenance Amount" as of any Valuation
                           Date, shall mean the dollar amount equal to the sum
                           of (i)(A) the product of the number of APS
                           Outstanding on such date multiplied by $25,000; (B)
                           the aggregate amount of dividends that will have
                           accumulated at the Applicable Rate (whether or not
                           earned or declared) to (but not including) the first
                           respective Dividend Payment Dates for each of the APS
                           Outstanding that follow such Valuation Date; (C) the
                           amount equal to the Projected Dividend Amount (based
                           on the number of APS Outstanding on such date); (D)
                           the amount of anticipated expenses of the Fund for
                           the 90 days subsequent to such Valuation Date; (E)
                           the amount of the Fund's Maximum Potential Additional
                           Dividend Liability as of such Valuation Date; (F) the
                           amount of any premium payable pursuant to a Premium
                           Call Period; and (G) any current liabilities as of
                           such Valuation Date to the extent not reflected in
                           any of (i)(A) through (i)(F) (including, without
                           limitation, any amounts described in Section 13 of
                           Part I as required to be treated as liabilities in
                           connection with the Fund's transactions in futures
                           and options and including any payables for municipal
                           securities purchased as of such Valuation Date) less
                           (ii) either (A) the face value of any of the Fund's
                           assets irrevocably deposited by the Fund for the
                           payment of any of (i)(A) thorough (i)(G) if such
                           assets mature within the Moody's Exposure Period and
                           are either securities issued or guaranteed by the
                           United States Government or have a rating assigned by
                           Moody's of P-1, VMIG-1 or MIG-1 (or, with respect to
                           S&P, SP-1+ or A-1+) or (B) the Discounted Value of
                           such assets. For purposes of the APS Basic
                           Maintenance Amount in connection with S&Ps ratings of
                           the APS, with respect to any transactions by the Fund
                           in futures contracts, the Fund shall include as
                           liabilities (i) 30% of the aggregate settlement
                           value, as marked to market, of any outstanding
                           futures contracts based on the Municipal Index which
                           are owned by the Fund plus (ii) 25% of the aggregate
                           settlement value, as marked to market, of any
                           outstanding futures contracts based on Treasury Bonds
                           which contracts are owned by the Fund. For purposes
                           of the APS Basic Maintenance Amount in connections
                           with Moody's rating of the APS, with respect to any
                           transactions by the Fund in securities options, the
                           Fund shall include as liabilities (i) 10% of the
                           exercise price of a call option written by the Fund
                           and (ii) the exercise price of any written put
                           option.

                  h.       Section 15 (ii) of Part I of the Certificate of Vote
                           is hereby amended to replace such section with the
                           following:




                                      C-55

<PAGE>





                           "Mandatory Redemption Price" means $25,000 per share
                           of APS plus an amount equal to accumulated but unpaid
                           dividends thereon to the date fixed for redemption
                           (whether or not earned or declared).

                  i.       Section 15 (yy) of Part I of the Certificate of Vote
                           is hereby amended to replace such section with the
                           following:

                           "Optional Redemption Price" shall mean (i) $25,000
                           per share of APS in the case of a six month Dividend
                           Period or a Special Dividend Period of less than 365
                           days or (ii) with respect to a Special Dividend
                           Period of 365 days or more the Optional Redemption
                           Price set forth in the Specific Redemption Provisions
                           in connection therewith; in each case plus an amount
                           equal to accumulated but unpaid dividends thereon to
                           the date of redemption (whether or not earned or
                           declared).

                  j.       Section 15 (ppp) of Part I of the Certificate of Vote
                           is hereby amended to replace such section with the
                           following:

                           "Specific Redemption Provisions" means, with respect
                           to any Special Dividend Period of 365 or more days,
                           either, or any combination of, (i) a period (a
                           "Non-Call Period") determined by the Board of
                           Trustees, after consultation with the Broker-Dealers,
                           during which the shares subject to such Special
                           Dividend Period are not subject to redemption at the
                           option of the Fund, and (ii) a period (a "Premium
                           Call Period"), consisting of a number of whole years
                           and determined by the Board of Trustees, after
                           consultation within the Broker-Dealers, during each
                           year of which the shares subject to such Special
                           Dividend Period shall be redeemable at the Fund's
                           option at a price per share equal to $25,000 plus
                           accumulated but unpaid dividends plus a premium
                           expressed as a percentage of $25,000 as determined by
                           the Board of Trustees after consultation with the
                           Broker-Dealers; provided that during any Special
                           Dividend Period of 365 or more days if, on the date
                           of determination of the Applicable Rate, such
                           Applicable Rate equaled or exceeded the Treasury
                           Rate, the Fund may redeem APS without regard to any
                           Non-Call Period or Premium Call Period at the
                           Mandatory Redemption Price.



                                      C-56

<PAGE>



                            ARTICLES OF AMENDMENT TO
                       THE CERTIFICATE OF VOTE OF TRUSTEES
                CHANGING THE TIMING OF CERTAIN REPORTS TO RATING
                                    AGENCIES

                  Van Kampen Trust for Investment Grade New York Municipals, a
Massachusetts business trust (the "Fund"), certifies to the Secretary of State
of the Commonwealth of Massachusetts as follows:

         FIRST: On September 25, 2003, the Board of Trustees of the Fund,
pursuant to the provisions of Article VI of the Amended and Restated Declaration
of Trust (the "Declaration of Trust") of the Fund and Section 5 of Part I of the
Certificate of Vote of Trustees Establishing a Class of Preferred Shares (the
"Certificate of Vote") of the Fund, authorized an amendment to the Certificate
of Vote to change the timing of filing certain reports with rating agencies from
quarterly to annually and to make conforming changes to the Certificate of Vote.

         SECOND: Pursuant to the provisions of Article VI of the Declaration of
Trust and Section 5 of Part I of the Certificate of Vote of the Fund, the
following amendments to the Certificate of Vote have been duly adopted and
approved by a majority of the Trustees of the Fund.

             A.  Section 5 (d) (ii) of Part I of the Certificate of Vote is
                 hereby amended to replace the term "Quarterly Valuation Date"
                 with the term "Annual Valuation Date."

             B.  The second and third sentences of Section 9(b) of Part I of the
                 Certificate of Vote are hereby amended to replace such
                 sentences with the following:

                 The Fund shall also deliver to S&P (if S&P is then rating the
                 APS), Moody's (if Moody's is then rating the APS) and the
                 Auction Agent (if either S&P or Moody's is then rating the APS)
                 an APS Basic Maintenance Report as of the last Valuation Date
                 of each month on or before the third Business Day after such
                 day. The Fund shall also deliver to S&P (if S&P is then rating
                 the APS) and Moody's (if Moody's is then rating the APS) an APS
                 Basic Maintenance Report whenever (i) the Fund shall have
                 redeemed APS or Common Shares, (ii) the Fund shall fail to have
                 S&P Eligible Assets or Moody's Eligible Assets with an
                 aggregate Discounted Value at least equal to 105% of the APS
                 Basic Maintenance Amount, or (iii) whenever requested by
                 Moody's or S&P, in each case on or before the third Business
                 Day after such day.




                                      C-57

<PAGE>





             C.  Section 9 (c) of Part I of the Certificate of Vote is hereby ]
                 amended to replace such section with the following:

                 Within ten Business Days after the date of delivery of an APS
                 Basic Maintenance Report in accordance with paragraph (b) of
                 this Section 9 relating to an Annual Valuation Date, the Fund
                 shall cause the Independent Accountant to confirm in writing to
                 S&P (if S&P is then rating the APS), Moody's (if Moody's is
                 then rating the APS) and the Auction Agent (if either S&P or
                 Moody's is then rating the APS) (i) the mathematical accuracy
                 of the calculations reflected in such Report and (ii) that, in
                 such Report, the Fund determined in accordance with this
                 Certificate of Vote whether the Fund had, at such Annual
                 Valuation Date, S&P Eligible Assets (if S&P is then rating the
                 APS) of an aggregate Discounted Value at least equal to the APS
                 Basic Maintenance Amount and Moody's Eligible Assets (if
                 Moody's is then rating the APS) of an aggregate Discounted
                 Value at least equal to the APS Basic Maintenance Amount (such
                 confirmation being herein called the "Accountant's
                 Confirmation").

             D.  The final clause of Section 13 (a) (i) of Part I of
                 the Certificate of Vote, which read "there shall be a quarterly
                 audit made of the Fund's futures and options transactions by
                 the Fund's independent accountants to confirm that the Fund is
                 in compliance with these standards; or" is hereby amended to
                 replace such clause with the following:

                 there shall be an annual audit made of the Fund's futures and
                 options transactions by the Fund's independent accountants to
                 confirm that the Fund is in compliance with these standards; or

             E.  Section 15 (h) of Part I of the Certificate of Vote is hereby
                 amended to replace such section with the following:

                 "APS Basic Maintenance Report" shall mean a report signed by
                 any of the President, Treasurer, any Senior Vice President or
                 any Vice President of the Fund which sets forth, as of the
                 related Valuation Date, the assets of the Fund, the Market
                 Value and the Discounted Value thereof (seriatim and in
                 aggregate), the APS Basic Maintenance Amount, the net asset
                 value and market trading price per Common Share, and the total
                 return percentage for the relevant valuation period.

             F.  Section 15 (ddd) of Part I of the Certificate of Vote is hereby
                 amended to replace such section with the following:


                                      C-58

<PAGE>


                 "Annual Valuation Date" shall mean the last Business Day of
                 each fiscal year of the Fund.

                 IN WITNESS WHEREOF, the undersigned has caused this Certificate
of Vote to be executed as of March 8, 2004.


                                        /s/ A. Thomas Smith III
                                    ---------------------------
                                    A. Thomas Smith III
                                    Vice President and Secretary

State of New York  )
                   )  ss
County of New York )


                 Then personally appeared before me A. Thomas Smith III, who
acknowledged the foregoing instrument to be his free act and deed and the free
act and deed in his capacity as Vice President and Secretary of Van Kampen Trust
for Investment Grade New York Municipals.


                                    Before me,


                                          /s/ Rosemarie Costagliola
                                    ----------------------------------------
                                    Notary Public


My commission expires:    November 9, 2006
                      ------------------------






                                      C-59







<PAGE>

                                   APPENDIX D

                      MORGAN STANLEY INVESTMENT MANAGEMENT
                       PROXY VOTING POLICY AND PROCEDURES

I.  POLICY STATEMENT

     Introduction -- Morgan Stanley Investment Management's ("MSIM") policy and
procedures for voting proxies ("Proxy Voting Policy and Procedures") with
respect to securities held in the accounts of clients applies to those MSIM
entities that provide discretionary investment management services and for which
a MSIM entity has authority to vote proxies. The policy and procedures and
general guidelines in this section will be reviewed and, updated, as necessary,
to address new or revised proxy voting issues. The MSIM entities covered by
these policies and procedures currently include the following: Morgan Stanley
Investment Advisors Inc., Morgan Stanley AIP GP LP, Morgan Stanley Investment
Management Inc., Morgan Stanley Investment Management Limited, Morgan Stanley
Investment Management Company, Morgan Stanley Asset & Investment Trust
Management Co., Limited, Morgan Stanley Investment Management Private Limited,
Morgan Stanley Hedge Fund Partners GP LP, Morgan Stanley Hedge Fund Partners LP,
Van Kampen Asset Management, and Van Kampen Advisors Inc. (each an "MSIM
Affiliate" and collectively referred to as the "MSIM Affiliates").

     Each MSIM Affiliate will use its best efforts to vote proxies as part of
its authority to manage, acquire and dispose of account assets. With respect to
the MSIM registered management investment companies (Van Kampen, Institutional
and Advisor Funds)(collectively referred to as the "MSIM Funds"), each MSIM
Affiliate will vote proxies pursuant to authority granted under its applicable
investment advisory agreement or, in the absence of such authority, as
authorized by the Board of Directors or Trustees of the MSIM Funds. A MSIM
Affiliate will not vote proxies if the "named fiduciary" for an ERISA account
has reserved the authority for itself, or in the case of an account not governed
by ERISA, the Investment Management or Investment Advisory Agreement does not
authorize the MSIM Affiliate to vote proxies. MSIM Affiliates will, in a prudent
and diligent manner, vote proxies in the best interests of clients, including
beneficiaries of and participants in a client's benefit plan(s) for which the
MSIM Affiliates manage assets, consistent with the objective of maximizing
long-term investment returns ("Client Proxy Standard"). In certain situations, a
client or its fiduciary may provide a MSIM Affiliate with a proxy voting policy.
In these situations, the MSIM Affiliate will comply with the client's policy
unless to do so would be inconsistent with applicable laws or regulations or the
MSIM Affiliate's fiduciary responsibility.

     Proxy Research Services -- To assist the MSIM Affiliates in their
responsibility for voting proxies and the overall global proxy voting process,
Institutional Shareholder Services ("ISS") and the Investor Responsibility
Research Center ("IRRC") have been retained as experts in the proxy voting and
corporate governance area. ISS and IRRC are independent advisers that specialize
in providing a variety of fiduciary-level proxy-related services to
institutional investment managers, plan sponsors, custodians, consultants, and
other institutional investors. The services provided to MSIM Affiliates include
in-depth research, global issuer analysis, and voting recommendations. While the
MSIM Affiliates may review and utilize the ISS recommendations in making proxy
voting decisions, they are in no way obligated to follow the ISS
recommendations. In addition to research, ISS

                                      D-1
<PAGE>

provides vote execution, reporting, and recordkeeping. MSIM's Proxy Review
Committee (see Section IV.A. below) will carefully monitor and supervise the
services provided by the proxy research services.

     Voting Proxies for Certain Non-US Companies -- While the proxy voting
process is well established in the United States and other developed markets
with a number of tools and services available to assist an investment manager,
voting proxies of non-US companies located in certain jurisdictions,
particularly emerging markets, may involve a number of problems that may
restrict or prevent a MSIM Affiliate's ability to vote such proxies. These
problems include, but are not limited to: (i) proxy statements and ballots being
written in a language other than English; (ii) untimely and/or inadequate notice
of shareholder meetings; (iii) restrictions on the ability of holders outside
the issuer's jurisdiction of organization to exercise votes; (iv) requirements
to vote proxies in person, (v) the imposition of restrictions on the sale of the
securities for a period of time in proximity to the shareholder meeting; and
(vi) requirements to provide local agents with power of attorney to facilitate
the MSIM Affiliate's voting instructions. As a result, clients' non-U.S. proxies
will be voted on a best efforts basis only, after weighing the costs and
benefits to MSIM's clients of voting such proxies, consistent with the Client
Proxy Standard. ISS has been retained to provide assistance to the MSIM
Affiliates in connection with voting their clients' non-US proxies.

II.  GENERAL PROXY VOTING GUIDELINES

     To ensure consistency in voting proxies on behalf of its clients, MSIM
Affiliates will follow (subject to any exception set forth herein) these Proxy
Voting Policies and Procedures, including the guidelines set forth below. These
guidelines address a broad range of issues, including board size and
composition, executive compensation, anti-takeover proposals, capital structure
proposals and social responsibility issues and are meant to be general voting
parameters on issues that arise most frequently. The MSIM Affiliates, however,
may, pursuant to the procedures set forth in Section IV. below, vote in a manner
that is not in accordance with the following general guidelines, provided the
vote is approved by the Proxy Review Committee and is consistent with the Client
Proxy Standard.

III.  GUIDELINES

A.  MANAGEMENT PROPOSALS

     1.   When voting on routine ballot items, unless otherwise determined by
          the Proxy Review Committee, the following proposals will be voted in
          support of management.

          - Selection or ratification of auditors.

          - Approval of financial statements, director and auditor reports.

          - General updating/corrective amendments to the charter.

          - Proposals to limit Directors' liability and/or broaden
            indemnification of Directors.


                                      D-2
<PAGE>

          - Proposals requiring that a certain percentage (up to 66 2/3%) of the
            company's Board members be independent Directors.

          - Proposals requiring that members of the company's compensation,
            nominating and audit committees be comprised of independent or
            unaffiliated Directors.

          - Proposals recommending set retirement ages or requiring specific
            levels of stock ownership by Directors.

          - Proposals to eliminate cumulative voting.

          - Proposals to eliminate preemptive rights.

          - Proposals for confidential voting and independent tabulation of
            voting results.

          - Proposals related to the conduct of the annual meeting except those
            proposals that relate to the "transaction of such other business
            which may come before the meeting."

     2.   Election of Directors.  In situations where no conflict exists, and
          where no specific governance deficiency has been noted, unless
          otherwise determined by the Proxy Review Committee, proxies will be
          voted in support of nominees of management.

        Unless otherwise determined by the Proxy Review Committee, a withhold
        vote will be made where:

             (i) A nominee has, or any time during the previous five years had,
                 a relationship with the issuer (e.g., investment banker,
                 counsel or other professional service provider, or familial
                 relationship with a senior officer of the issuer) that may
                 impair his or her independence.;

             (ii) A direct conflict exists between the interests of the nominee
                  and the public shareholders; or

             (iii) Where the nominees standing for election have not taken
                   action to implement generally accepted governance practices
                   for which there is a "bright line" test. These would include
                   elimination of dead hand or slow hand poison pills, requiring
                   Audit, Compensation or Nominating Committees to be composed
                   of independent directors and requiring a majority independent
                   board.

     3.   The following non-routine proposals, which potentially may have a
          substantive financial or best interest impact on a shareholder, unless
          otherwise determined by the Proxy Review Committee, will be voted in
          support of management.

     CAPITALIZATION CHANGES

          - Proposals relating to capitalization changes that eliminate other
            classes of stock and voting rights.

          - Proposals to increase the authorization of existing classes of
            common stock (or securities convertible into common stock) if: (i) a
            clear and legitimate


                                      D-3
<PAGE>

            business purpose is stated; (ii) the number of shares requested is
            reasonable in relation to the purpose for which authorization is
            requested; and (iii) the authorization does not exceed 100% of
            shares currently authorized and at least 30% of the new
            authorization will be outstanding.

          - Proposals to create a new class of preferred stock or for issuances
            of preferred stock up to 50% of issued capital.

          - Proposals for share repurchase plans.

          - Proposals to reduce the number of authorized shares of common or
            preferred stock, or to eliminate classes of preferred stock.

          - Proposals to effect stock splits.

          - Proposals to effect reverse stock splits if management
            proportionately reduces the authorized share amount set forth in the
            corporate charter. Reverse stock splits that do not adjust
            proportionately to the authorized share amount will generally be
            approved if the resulting increase in authorized shares coincides
            with the proxy guidelines set forth above for common stock
            increases.

     COMPENSATION

          - Proposals relating to Director fees, provided the amounts are not
            excessive relative to other companies in the country or industry.

          - Proposals for employee stock purchase plans that permit discounts up
            to 15%, but only for grants that are part of a broad based employee
            plan, including all non-executive employees.

          - Proposals for the establishment of employee stock option Plans and
            other employee ownership plans.

          - Proposals for the establishment of employee retirement and severance
            plans

     ANTI-TAKEOVER MATTERS

          - Proposals to modify or rescind existing supermajority vote
            requirements to amend the charters or bylaws.

          - Proposals relating to the adoption of anti-greenmail provisions
            provided that the proposal: (i) defines greenmail; (ii) prohibits
            buyback offers to large block holders not made to all shareholders
            or not approved by disinterested shareholders; and (iii) contains no
            anti-takeover measures or other provisions restricting the rights of
            shareholders.

     4.   The following non-routine proposals, which potentially may have a
          substantive financial or best interest impact on a shareholder, unless
          otherwise determined by


                                      D-4
<PAGE>

          the Proxy Review Committee, will be voted against (notwithstanding
          management support).

          - Proposals to establish cumulative voting rights in the election of
            directors.

          - Proposals relating to capitalization changes that add classes of
            stock which substantially dilute the voting interests of existing
            shareholders.

          - Proposals to increase the authorized number of shares of existing
            classes of stock that carry preemptive rights or supervoting rights.

          - Proposals to create "blank check" preferred stock.

          - Proposals relating to changes in capitalization by 100% or more.

          - Compensation proposals that allow for discounted stock options that
            have not been offered to employees in general.

          - Proposals to amend bylaws to require a supermajority shareholder
            vote to pass or repeal certain provisions.

          - Proposals to indemnify auditors.

     5.   The following types of non-routine proposals, which potentially may
          have a substantive financial or best interest impact on an issuer,
          will be voted as determined by the Proxy Review Committee.

     CORPORATE TRANSACTIONS

          - Proposals relating to mergers, acquisitions and other special
            corporate transactions (i.e., takeovers, spin-offs, sales of assets,
            reorganizations, restructurings and recapitalizations) will be
            examined on a case-by-case basis. In all cases, ISS and IRRC
            research and analysis will be used along with MSIM Affiliates'
            research and analysis, including, among other things, MSIM internal
            company-specific knowledge.

          - Proposals relating to change-in-control provisions in non-salary
            compensation plans, employment contracts, and severance agreements
            that benefit management and would be costly to shareholders if
            triggered.

          - Proposals relating to shareholders rights plans that allow
            appropriate offers to shareholders to be blocked by the board or
            trigger provisions that prevent legitimate offers from proceeding.

          - Proposals relating to Executive/Director stock option plans.
            Generally, stock option plans should meet the following criteria:

             (i) The stock option plan should be incentive based;

             (ii) For mature companies, should be no more than 5% of the issued
                  capital at the time of approval;

             (iii) For growth companies, should be no more than 10% of the
                   issued capital at the time of approval.


                                      D-5
<PAGE>

     ANTI-TAKEOVER PROVISIONS

          - Proposals requiring shareholder ratification of poison pills.

          - Proposals relating to anti-takeover and related provisions that
            serve to prevent the majority of shareholders from exercising their
            rights or effectively deter the appropriate tender offers and other
            offers.

B.  SHAREHOLDER PROPOSALS

     1.   The following shareholder proposals will be supported, unless
          otherwise determined by the Proxy Review Committee:

          - Proposals requiring auditors to attend the annual meeting of
            shareholders.

          - Proposals requiring non-U.S. companies to have a separate Chairman
            and CEO.

          - Proposals requiring that members of the company's compensation,
            nominating and audit committees be comprised of independent or
            unaffiliated Directors.

          - Proposals requiring that a certain percentage of the company's
            members be comprised of independent and unaffiliated Directors.

          - Proposals requiring diversity of Board membership relating to broad
            based social, religious or ethnic groups.

          - Proposals requiring confidential voting.

          - Proposals to reduce or eliminate supermajority voting requirements.

          - Proposals requiring shareholder approval for a shareholder rights
            plan or poison pill.

          - Proposals to require the company to expense stock options.

     2.   The following shareholder proposals will be voted as determined by the
          Proxy Review Committee.

          - Proposals that limit tenure of directors.

          - Proposals to limit golden parachutes.

          - Proposals requiring directors to own large amounts of stock to be
            eligible for election.

          - Proposals that request or require disclosure of executive
            compensation in addition to the disclosure required by the
            Securities and Exchange Commission ("SEC") regulations.

          - Proposals that limit retirement benefits or executive compensation.

          - Proposals requiring shareholder approval for bylaw or charter
            amendments.

          - Proposals requiring shareholder approval of executive compensation.


                                      D-6
<PAGE>

          - Proposals requiring shareholder approval of golden parachutes.

          - Proposals to eliminate certain anti-takeover related provisions.

          - Proposals to prohibit payment of greenmail.

     3.   The following shareholder proposals generally will not be supported,
          unless otherwise determined by the Proxy Review Committee.

          - Proposals to declassify the Board of Directors (if management
            supports a classified board).

          - Proposals requiring a U.S. company to have a separate Chairman and
            CEO.

          - Proposal requiring that the company prepare reports that are costly
            to provide or that would require duplicative efforts or expenditures
            that are of a non-business nature or would provide no pertinent
            information from the perspective of institutional shareholders.

          - Proposals to add restrictions related to social, political or
            special interest issues that impact the ability of the company to do
            business or be competitive and that have a significant financial or
            best interest impact to the shareholders.

          - Proposals that require inappropriate endorsements or corporate
            actions.

          - Proposals requiring adherence to workplace standards that are not
            required or customary in market(s) to which the proposals relate.

IV.  ADMINISTRATION OF PROXY POLICY AND PROCEDURES

A.  PROXY REVIEW COMMITTEE

     1.   The MSIM Proxy Review Committee ("Committee") is responsible for
          creating and implementing MSIM's Proxy Voting Policy and Procedures
          and, in this regard, has expressly adopted them.

        (a) The Committee, which is appointed by MSIM's Chief Investment Officer
            ("CIO"), consists of senior investment professionals who represent
            the different investment disciplines and geographic locations of the
            firm. The Committee is responsible for establishing MSIM's proxy
            voting policy and guidelines and determining how MSIM will vote
            proxies on an ongoing basis.

        (b) The Committee will periodically review and have the authority to
            amend, as necessary, these Proxy Voting Policy and Procedures and
            establish and direct voting positions consistent with the Client
            Proxy Standard.

        (c) The Committee will meet at least monthly to (among other matters):
            (1) address any outstanding issues relating to MSIM's Proxy Voting
            Policy and Procedures; and (2) review proposals at upcoming
            shareholder meetings of MSIM portfolio companies in accordance with
            this Policy including, as appropriate, the voting results of prior
            shareholder meetings of the same issuer where a similar proposal was
            presented to shareholders. The Committee, or its designee, will
            timely communicate to ISS MSIM's Proxy



                                      D-7
<PAGE>

           Voting Policy and Procedures (and any amendments to them and/or any
           additional guidelines or procedures it may adopt).

        (d)The Committee will meet on an ad hoc basis to (among other matters):
           (1) authorize "split voting" (i.e., allowing certain shares of the
           same issuer that are the subject of the same proxy solicitation and
           held by one or more MSIM portfolios to be voted differently than
           other shares) and/or "override voting" (i.e., voting all MSIM
           portfolio shares in a manner contrary to the Proxy Voting Policy and
           Procedures); (2) review and approve upcoming votes, as appropriate,
           for matters for which specific direction has been provided in these
           Policy and Procedures; and (3) determine how to vote matters for
           which specific direction has not been provided in these Policy and
           Procedures. Split votes will generally not be approved within a
           single Global Investor Group team. The Committee may take into
           account ISS and IRRC recommendations and research as well as any
           other relevant information they may request or receive.

        (e)In addition to the procedures discussed above, if the Committee
           determines that an issue raises a potential material conflict of
           interest, or gives rise to the appearance of a potential material
           conflict of interest, the Committee will request a special committee
           to review, and recommend a course of action with respect to, the
           conflict(s) in question ("Special Committee"). The Special Committee
           shall be comprised of the Chairman of the Proxy Review Committee, the
           Compliance Director for the area of the firm involved or his/her
           designee, a senior portfolio manager (if practicable, one who is a
           member of the Proxy Review Committee) designated by the Proxy Review
           Committee and MSIM's Chief Investment Officer or his/her designee.
           The Special Committee may request the assistance of MSIM's General
           Counsel or his/her designee and will have sole discretion to cast a
           vote. In addition to the research provided by ISS and IRRC, the
           Special Committee may request analysis from MSIM Affiliate investment
           professionals and outside sources to the extent it deems appropriate.

        (f)The Committee and the Special Committee, or their designee(s), will
           document in writing all of their decisions and actions, which
           documentation will be maintained by the Committee and the Special
           Committee, or their designee(s), for a period of at least 6 years. To
           the extent these decisions relate to a security held by a MSIM U.S.
           registered investment company, the Committee and Special Committee,
           or their designee(s), will report their decisions to each applicable
           Board of Trustees/Directors of those investment companies at each
           Board's next regularly scheduled Board meeting. The report will
           contain information concerning decisions made by the Committee and
           Special Committee during the most recently ended calendar quarter
           immediately preceding the Board meeting.

        (g)The Committee and Special Committee, or their designee(s), will
           timely communicate to applicable portfolio managers, the Compliance
           Departments and, as necessary to ISS, decisions of the Committee and
           Special Committee so that, among other things, ISS will vote proxies
           consistent with their decisions.


                                      D-8
<PAGE>

B.  IDENTIFICATION OF MATERIAL CONFLICTS OF INTEREST

     1.  If there is a possibility that a vote may involve a material conflict
         of interest, the vote must be decided by the Special Committee in
         consultation with MSIM's General Counsel or his/her designee.

     2.  A material conflict of interest could exist in the following
         situations, among others:

        (a)The issuer soliciting the vote is a client of MSIM or an affiliate of
           MSIM and the vote is on a material matter affecting the issuer;

        (b)The proxy relates to Morgan Stanley common stock or any other
           security issued by Morgan Stanley or its affiliates; or

        (c)Morgan Stanley has a material pecuniary interest in the matter
           submitted for a vote (e.g., acting as a financial advisor to a party
           to a merger or acquisition for which Morgan Stanley will be paid a
           success fee if completed).

C.  PROXY VOTING REPORTS

        (a)MSIM will promptly provide a copy of these Policy and Procedures to
           any client requesting them. MSIM will also, upon client request,
           promptly provide a report indicating how each proxy was voted with
           respect to securities held in that client's account.

        (b)MSIM's legal department is responsible for filing an annual Form N-PX
           on behalf of each registered management investment company for which
           such filing is required, indicating how all proxies were voted with
           respect to such investment company's holdings.


                                      D-9
<PAGE>











                                   APPENDIX E


          ANNUAL REPORT OF THE ACQUIRING FUND, DATED OCTOBER 31, 2004
































                                       E-1




<PAGE>

Item 1.  Reports to Shareholders.

The Trust's annual report transmitted to shareholders pursuant to Rule 30e-1
under the Investment Company Act of 1940 is as follows:

       Welcome, Shareholder

       In this report, you'll learn about how your investment in Van Kampen
       Trust for Investment Grade New York Municipals performed during the
       annual period. The portfolio management team will provide an overview of
       the market conditions and discuss some of the factors that affected
       investment performance during the reporting period. In addition, this
       report includes the trust's financial statements and a list of trust
       investments as of October 31, 2004.

       MARKET FORECASTS PROVIDED IN THIS REPORT MAY NOT NECESSARILY COME TO
       PASS. THERE IS NO ASSURANCE THAT THE TRUST WILL ACHIEVE ITS INVESTMENT
       OBJECTIVE. TRUSTS ARE SUBJECT TO MARKET RISK, WHICH IS THE POSSIBILITY
       THAT THE MARKET VALUES OF SECURITIES OWNED BY THE TRUST WILL DECLINE AND
       THAT THE VALUE OF TRUST SHARES MAY THEREFORE BE LESS THAN WHAT YOU PAID
       FOR THEM. ACCORDINGLY, YOU CAN LOSE MONEY INVESTING IN THIS TRUST.

       INCOME MAY SUBJECT CERTAIN INDIVIDUALS TO THE FEDERAL ALTERNATIVE MINIMUM
       TAX (AMT).

<Table>
<Caption>
         <S>                    <C>                                       <C>
         ---------------------------------------------------------------------------------------
            NOT FDIC INSURED             OFFER NO BANK GUARANTEE              MAY LOSE VALUE
         ---------------------------------------------------------------------------------------
                   NOT INSURED BY ANY FEDERAL GOVERNMENT AGENCY               NOT A DEPOSIT
         ---------------------------------------------------------------------------------------
</Table>






                                      E-2
<PAGE>

Performance Summary as of 10/31/04

<Table>
<Caption>
TRUST FOR INVESTMENT GRADE NEW YORK MUNICIPALS
SYMBOL: VTN
- ---------------------------------------------------------
                                 BASED ON      BASED ON
                                   NAV       MARKET PRICE
<S>                              <C>         <C>

Since Inception (3/27/92)         8.21%         7.37%

10-year                           8.82          9.11

5-year                            9.25          8.70

1-year                            8.28          3.24
- ---------------------------------------------------------
</Table>

PERFORMANCE DATA QUOTED REPRESENTS PAST PERFORMANCE, WHICH IS NO GUARANTEE OF
FUTURE RESULTS, AND CURRENT PERFORMANCE MAY BE LOWER OR HIGHER THAN THE FIGURES
SHOWN. FOR THE MOST RECENT MONTH-END PERFORMANCE FIGURES, PLEASE VISIT
VANKAMPEN.COM OR SPEAK WITH YOUR FINANCIAL ADVISOR. INVESTMENT RETURNS, NET
ASSET VALUE (NAV) AND COMMON SHARE MARKET PRICE WILL FLUCTUATE AND TRUST SHARES,
WHEN SOLD, MAY BE WORTH MORE OR LESS THAN THEIR ORIGINAL COST.

NAV per share is determined by dividing the value of the trust's portfolio
securities, cash and other assets, less all liabilities, by the total number of
common shares outstanding. The common share market price is the price the market
is willing to pay for shares of the trust at a given time. Common share market
price is influenced by a range of factors, including supply and demand and
market conditions. Total return assumes an investment at the beginning of the
period, reinvestment of all distributions for the period in accordance with the
trust's dividend reinvestment plan, and sale of all shares at the end of the
period.

The Lehman Brothers New York Municipal Bond Index is a broad-based statistical
composite of New York municipal bonds. The index does not include any expenses,
fees or sales charges, which would lower performance. The index is unmanaged and
should not be considered an investment. It is not possible to invest directly in
an index.


                                      E-3
<PAGE>

Trust Report

FOR THE 12-MONTH PERIOD ENDED OCTOBER 31, 2004

Van Kampen Trust for Investment Grade New York Municipals is managed by the
Adviser's Municipal Fixed Income team.(1) Current members include Dennis
Pietrzak, Executive Director; Robert Wimmel, Vice President; and John
Reynoldson, Executive Director.

MARKET CONDITIONS

The interest-rate environment of the 12 months ended October 31, 2004 was marked
by two periods of steadily declining yields, with a significant sell-off in the
middle. Yields fell steadily through the first half of the period, approaching
the historical lows of 2003. This trend persisted until March, at which point
yields reversed direction and began an upward march as prices fell. These losses
were steepest in April, as a surprisingly strong employment report and signals
from members of the Federal Open Market Committee (the "Fed") caused investors
to expect a near-term rate increase. Rates went on to decline from May through
the end of the period as the market digested the Fed's newly hawkish rate
stance. Investors were further comforted when, after the Fed raised rates at its
June 30, 2004 meeting, its members indicated that the path of future rate
increases would be measured.

Unusually, longer-maturity securities largely outperformed in this period of Fed
tightening. Historically, the typical pattern in periods of tightening policy
has seen yields rise across all maturities. During the review period, however,
yields of shorter maturity bonds rose while those of bonds with longer
maturities declined slightly.

Lower-quality municipal bonds also performed strongly in this environment, as
the difference in yields (known as the "yield spread") between AAA and BBB rated
bonds decreased by roughly 20 basis points for 20-year bonds. As a result,
sectors with heavy exposure to lower-rated debt, such as hospitals and
industrial-revenue bonds, posted higher total returns than sectors dominated by
higher-rated debt.

Issuance for the first 10 months of 2004 (the final 10 months of the review
period) was roughly six percent lower than in the same period in 2003. That
said, 2003 was a record year, and at the current pace of issuance, 2004 could
well be one of the largest years in recent memory. The strong supply met with
faltering demand from mutual funds, as fund investors withdrew over $15 billion
in net cash during the period. This faltering demand was largely offset by
increased participation in the market by insurance companies and individual
investors.

(1)Team members may change without notice at any time.


                                      E-4
<PAGE>

While New York was still among the largest issuers in the country during the
period, its overall issuance fell by 18 percent for the first nine months of
2004 relative to the same period in 2003. Many local municipalities moved to
take advantage of relatively low interest rates during the period by refinancing
their existing debt. The state's ongoing economic improvement led to an upgrade
by Moody's.

PERFORMANCE ANALYSIS

The trust's return can be calculated based upon either the market price or the
net asset value (NAV) of its shares. NAV per share is determined by dividing the
value of the trust's portfolio securities, cash and other assets, less all
liabilities, by the total number of common shares outstanding, while market
price reflects the supply and demand for the shares. As a result, the two
returns can differ significantly, as they did during the reporting period. On an
NAV basis, the trust outperformed its benchmark, the Lehman Brothers New York
Municipal Bond Index. (See table below.)

The trust uses leverage to enhance its dividend to common shareholders. The
trust borrows money at short-term rates through the issuance of preferred
shares. The proceeds are reinvested in longer-term securities, taking advantage
of the difference between short- and longer-term rates. The Fed's policy of
raising interest rates in the final months of the period made the trust's
borrowing activity more expensive. These expenses, however, were more than
offset by the strong performance of the bonds we invested in, leading to the
trust's outperformance versus its benchmark, which is unleveraged.

Interest rates spent much of the period at or near historic lows. Given these
levels, our analysis indicated that there was little room for rates to fall
further, and that as a result, rates were more likely to go up than down over
the intermediate term. This analysis led us to reduce the trust's interest-rate
sensitivity to a level that was less than that of its benchmark. While this
approach served the trust well when rates rose in the late spring and early
summer, it was an overall drag on performance for the one-year period.

With interest rates at such low levels, several of the trust's holdings were
called away by issuers seeking to refinance their bonds at lower yields. Several
of the

TOTAL RETURN FOR THE 12-MONTH PERIOD ENDED OCTOBER 31, 2004

<Table>
<Caption>
- --------------------------------------------------------------
      BASED ON     BASED ON     LEHMAN BROTHERS NEW YORK
        NAV      MARKET PRICE     MUNICIPAL BOND INDEX
<S>   <C>        <C>            <C>                      <C>

       8.28%        3.24%                5.79%
- --------------------------------------------------------------
</Table>

PERFORMANCE DATA QUOTED REPRESENTS PAST PERFORMANCE, WHICH IS NO GUARANTEE OF
FUTURE RESULTS, AND CURRENT PERFORMANCE MAY BE LOWER OR HIGHER THAN THE FIGURES
SHOWN. INVESTMENT RETURN, NET ASSET VALUE AND COMMON SHARE MARKET PRICE WILL
FLUCTUATE AND TRUST SHARES, WHEN SOLD, MAY BE WORTH MORE OR LESS THAN THEIR
ORIGINAL COST. SEE PERFORMANCE SUMMARY FOR ADDITIONAL PERFORMANCE INFORMATION
AND INDEX DEFINITION.


                                      E-5
<PAGE>

trust's shorter maturity bonds were also prerefunded, and we sold many of these
securities to take advantage of more compelling opportunities elsewhere. We
reinvested the proceeds into securities that we believed had attractive total-
return prospects, emphasizing bonds in the 13- to 18-year portion of the yield
curve, especially those with the relatively lower interest-rate sensitivity.
These bonds offer the dual benefit of a strong income stream and moderate
vulnerability to shifting interest rates.

We continued to pursue relative-value opportunities at the long end of the
market, buying securities when they offered attractive value and selling them
once they met our performance targets in order to reinvest the proceeds
elsewhere.

We remained focused on keeping the trust's risk profile within a reasonable
range through attention to credit quality and diversification. By the end of the
12-month period, more than 81 percent of the trust's total investments were
invested in bonds rated AAA and AA; these represent the two highest tiers of
credit ratings. The portfolio was also well diversified across the major sectors
of the municipal bond market. Its three largest sector exposures were
transportation, general purpose, and public building.

While it is impossible to predict the exact turning point when interest rates
will move decisively higher, we believe the trust remains well positioned for
the near future. We will continue to comb the municipal bond markets for
interesting opportunities.

There is no guarantee that any securities mentioned will continue to perform
well or be held by the trust in the future.


                                      E-6
<PAGE>

<Table>
<Caption>
RATINGS ALLOCATION AS OF 10/31/04
<S>                                                                 <C>
AAA/Aaa                                                             46.0%
AA/Aa                                                               35.5
A/A                                                                 15.9
BBB/Baa                                                              2.6
<Caption>
TOP 5 SECTORS AS OF 10/31/04
<S>                                                                 <C>
Transportation                                                      18.7%
General Purpose                                                     16.8
Public Building                                                     13.2
Higher Education                                                     8.3
Water & Sewer                                                        7.8
</Table>

Subject to change daily. Provided for informational purposes only and should not
be deemed as a recommendation to buy or sell the securities mentioned or
securities in the sectors shown above. Ratings are as a percentage of total
investments. Sectors are as a percentage of long-term investments. Securities
are classified by sectors that represent broad groupings of related industries.
Van Kampen is a wholly owned subsidiary of a global securities firm which is
engaged in a wide range of financial services including, for example, securities
trading and brokerage activities, investment banking, research and analysis,
financing and financial advisory services. Rating allocations based upon ratings
as issued by Standard and Poor's and Moody's, respectively.


                                      E-7
<PAGE>

FOR MORE INFORMATION ABOUT PORTFOLIO HOLDINGS

       Each Van Kampen trust provides a complete schedule of portfolio holdings
       in its semiannual and annual reports within 60 days of the end of the
       trust's second and fourth fiscal quarters by filing the schedule
       electronically with the Securities and Exchange Commission (SEC). The
       semiannual reports are filed on Form N-CSRS and the annual reports are
       filed on Form N-CSR. Van Kampen also delivers the semiannual and annual
       reports to trust shareholders, and makes these reports available on its
       public web site, www.vankampen.com. In addition to the semiannual and
       annual reports that Van Kampen delivers to shareholders and makes
       available through the Van Kampen public web site, each trust files a
       complete schedule of portfolio holdings with the SEC for the trust's
       first and third fiscal quarters on Form N-Q. Van Kampen does not deliver
       the reports for the first and third fiscal quarters to shareholders, nor
       are the reports posted to the Van Kampen public web site. You may,
       however, obtain the Form N-Q filings (as well as the Form N-CSR and
       N-CSRS filings) by accessing the SEC's web site, http://www.sec.gov. You
       may also review and copy them at the SEC's Public Reference Room in
       Washington, DC. Information on the operation of the SEC's Public
       Reference Room may be obtained by calling the SEC at 1-202-942-8090. You
       can also request copies of these materials, upon payment of a duplicating
       fee, by electronic request at the SEC's e-mail address
       (publicinfo@sec.gov) or by writing the Public Reference section of the
       SEC, Washington, DC 20549-0102.

       In addition to filing a complete schedule of portfolio holdings with the
       SEC each fiscal quarter, each Van Kampen trust makes portfolio holdings
       information available by periodically providing the information on its
       public web site, www.vankampen.com. Each Van Kampen trust provides a
       complete schedule of portfolio holdings on the public web site on a
       calendar-quarter basis approximately 30 days after the close of the
       calendar quarter. Van Kampen closed-end funds do not presently provide
       partial lists of their portfolio holdings on a monthly basis, but may do
       so in the future.

       You may obtain copies of a trust's fiscal quarter filings, or its monthly
       or calendar-quarter web site postings, by contacting Van Kampen Client
       Relations at 1-800-847-2424.

PROXY VOTING POLICIES AND PROCEDURES AND PROXY VOTING RECORD

       The trust's policies and procedures with respect to the voting of proxies
       relating to the trust's portfolio securities and information on how the
       trust voted proxies relating to portfolio securities during the most
       recent twelve-month period ended June 30 is available without charge,
       upon request, by calling 1-800-847-2424 or by visiting our web site at
       www.vankampen.com. This information is also available on the Securities
       and Exchange Commission's web site at http://www.sec.gov.


                                      E-8

<PAGE>

VAN KAMPEN TRUST FOR INVESTMENT GRADE NEW YORK MUNICIPALS

PORTFOLIO OF INVESTMENTS -- OCTOBER 31, 2004

<Table>
<Caption>
PAR
AMOUNT
(000)     DESCRIPTION                                      COUPON   MATURITY      VALUE
- -------------------------------------------------------------------------------------------
<C>       <S>                                              <C>      <C>        <C>
          MUNICIPAL BONDS  156.2%
          NEW YORK  147.3%
$1,000    Amherst, NY Indl Dev Agy Civic Fac Rev UBF Fac
          Student Hsg Ser B (AMBAC Insd).................. 5.750%   08/01/30   $  1,121,470
 1,250    Erie Cnty, NY Indl Dev Agy Sch Fac Rev City of
          Buffalo Proj (FSA Insd)......................... 5.750    05/01/23      1,436,362
 2,000    Erie Cnty, NY Pub Impt Ser A (FGIC Insd)........ 5.250    03/15/20      2,189,060
 1,000    Erie Cnty, NY Pub Impt Ser C (AMBAC Insd)....... 5.500    07/01/29      1,090,880
 1,610    Grand Central NY Dist Mgt Assn Cap Impt Business
          Impt & Rfdg (b)................................. 5.000    01/01/16      1,757,701
 1,110    Islip NY Res Recovery 1985 Fac Ser E (AMT) (FSA
          Insd) (b)....................................... 5.750    07/01/18      1,244,954
 3,020    Long Island Pwr Auth NY Elec Sys Rev Cap Apprec
          (FSA Insd)......................................   *      06/01/19      1,633,971
 1,500    Long Island Pwr Auth NY Elec Sys Rev Gen Ser
          C............................................... 5.500    09/01/21      1,632,840
 1,000    Metropolitan Trans Auth NY Rev Ser A Rfdg (AMBAC
          Insd)........................................... 5.500    11/15/19      1,138,180
 1,500    Metropolitan Trans Auth NY Svc Contract
          Ser A Rfdg...................................... 5.125    01/01/29      1,544,955
 1,000    Metropolitan Trans Auth NY Svc Contract Ser B
          (MBIA Insd)..................................... 5.500    07/01/14      1,161,960
 1,000    Nassau Cnty, NY Interim Fin Auth Sales Tax Secd
          Ser A (AMBAC Insd).............................. 5.000    11/15/18      1,091,510
 2,000    Nassau Cnty, NY Interim Fin Auth Sales Tax Secd
          Ser A (Prerefunded @ 11/15/10).................. 5.750    11/15/15      2,319,920
   730    Nassau Cnty, NY Interim Fin Auth Sales Tax Secd
          Ser A1 (AMBAC Insd)............................. 5.375    11/15/15        818,658
 1,770    Nassau Cnty, NY Interim Fin Auth Sales Tax Secd
          Ser A1 (Prerefunded @ 11/15/11) (AMBAC Insd).... 5.375    11/15/15      2,032,102
 1,585    Nassau Cnty, NY Interim Fin Auth Sales Tax Secd
          Ser B Rfdg (AMBAC Insd)......................... 5.000    11/15/17      1,738,935
   935    New York City Hsg Dev Corp Multi-Family Hsg Rev
          Ser A (AMT)..................................... 5.850    11/01/20        999,132
 1,000    New York City Indl Dev Agy Civic Fac Rev NY Inst
          of Technology Proj (MBIA Insd).................. 5.250    03/01/18      1,103,880
 1,000    New York City Indl Dev Agy Pkg Royal Charter-NY
          Presbyterian (FSA Insd)......................... 5.250    12/15/11      1,133,030
 2,000    New York City Indl Dev Agy Spl Fac Rev Terminal
          One Group Assn Proj (AMT)....................... 6.000    01/01/15      2,045,060
 1,000    New York City Muni Wtr Fin Auth Wtr & Swr Sys
          Rev............................................. 5.500    06/15/33      1,079,880
 3,900    New York City Muni Wtr Fin Auth Wtr & Swr Sys
          Rev Ser B (FSA Insd)............................ 5.250    06/15/29      4,090,086
 1,325    New York City Muni Wtr Fin Ser B................ 6.000    06/15/33      1,542,234
 2,175    New York City Muni Wtr Fin Ser B (Prerefunded @
          06/15/10)....................................... 6.000    06/15/33      2,556,060
 1,250    New York City Ser K............................. 5.625    08/01/13      1,366,763
</Table>

See Notes to Financial Statements


                                      E-9
<PAGE>

VAN KAMPEN TRUST FOR INVESTMENT GRADE NEW YORK MUNICIPALS

PORTFOLIO OF INVESTMENTS -- OCTOBER 31, 2004 continued

<Table>
<Caption>
PAR
AMOUNT
(000)     DESCRIPTION                                      COUPON   MATURITY      VALUE
- -------------------------------------------------------------------------------------------
<C>       <S>                                              <C>      <C>        <C>
          NEW YORK (CONTINUED)
$1,500    New York City Transitional Fin Auth Rev Future
          Tax Secd Ser C (AMBAC Insd)..................... 5.250%   08/01/21   $  1,627,515
 3,500    New York City Transitional Fin Auth Rev Future
          Tax Secd Ser D (MBIA Insd)...................... 5.250    02/01/19      3,850,000
 1,330    New York St Dorm Auth Lease Rev Court
          Fac Ser A....................................... 5.375    05/15/22      1,428,846
 1,000    New York St Dorm Auth Lease Rev Master Boces Pgm
          Ser A (FSA Insd)................................ 5.250    08/15/17      1,108,780
 2,250    New York St Dorm Auth Lease Rev Muni Hlth Fac
          Impt Pgm Ser 1 (FSA Insd)....................... 5.500    01/15/13      2,539,485
 1,040    New York St Dorm Auth Lease Rev St Univ Dorm
          Fac............................................. 5.375    07/01/16      1,146,974
 2,500    New York St Dorm Auth Rev Grace Manor Hlthcare
          Fac............................................. 6.150    07/01/18      2,695,825
 1,000    New York St Dorm Auth Rev Hosp (MBIA Insd)...... 5.000    08/01/33      1,033,070
 1,340    New York St Dorm Auth Rev Insd Brooklyn Law Sch
          Ser B (XLCA Insd)............................... 5.375    07/01/23      1,464,071
 1,000    New York St Dorm Auth Rev Mem Sloan-Kettering
          Ctr Ser 1 (MBIA Insd)........................... 5.000    07/01/20      1,072,240
 2,340    New York St Dorm Auth Rev Mental Hlth Svc Fac
          Impt Ser D (FSA Insd) (b)....................... 5.750    08/15/12      2,639,731
 1,210    New York St Dorm Auth Rev Mental Hlth Svc Ser B
          (MBIA Insd)..................................... 5.250    08/15/31      1,260,021
 1,000    New York St Dorm Auth Rev Sch Dist Fin Pgm Ser I
          (MBIA Insd)..................................... 5.750    10/01/18      1,158,220
 1,000    New York St Dorm Auth Rev Secd Hosp North Gen
          Hosp Rfdg....................................... 5.750    02/15/18      1,123,560
 1,000    New York St Dorm Auth Rev St Personal Income Tax
          Ed Ser A........................................ 5.000    03/15/32      1,022,260
 1,000    New York St Dorm Auth Rev St Univ Ed Fac 1989
          Res (MBIA Insd)................................. 6.000    05/15/15      1,158,700
 1,000    New York St Dorm Auth Rev St Univ Ed Fac Ser A
          (MBIA Insd)..................................... 5.250    05/15/15      1,142,280
 5,010    New York St Dorm Auth Rev St Univ Ed Fac Ser B
          Rfdg............................................ 5.250    05/15/19      5,674,677
 2,200    New York St Dorm Auth Rev Catholic Hlth L.I.
          Oblig Grp (a)................................... 5.000    07/01/27      2,190,980
 1,365    New York St Energy Resh & Dev Auth Gas Fac Rev
          Brooklyn Union Gas Ser B (AMT) (MBIA Insd)...... 6.750    02/01/24      1,383,987
 4,000    New York St Energy Resh & Dev Auth Gas Fac Rev
          Brooklyn Union Gas Ser C (AMT) (MBIA Insd)...... 5.600    06/01/25      4,068,920
 1,640    New York St Environmental Fac Corp St Clean Wtr
          & Drinking Revolving Fd Pooled Fin Pgm I........ 5.250    09/15/19      1,803,442
 2,000    New York St Environmental Fac Corp St Clean Wtr
          & Drinking Revolving Fd Ser B................... 5.000    06/15/21      2,133,660
</Table>

                                               See Notes to Financial Statements

                                      E-10
<PAGE>

VAN KAMPEN TRUST FOR INVESTMENT GRADE NEW YORK MUNICIPALS

PORTFOLIO OF INVESTMENTS -- OCTOBER 31, 2004 continued

<Table>
<Caption>
PAR
AMOUNT
(000)     DESCRIPTION                                      COUPON   MATURITY      VALUE
- -------------------------------------------------------------------------------------------
<C>       <S>                                              <C>      <C>        <C>
          NEW YORK (CONTINUED)
$3,500    New York St Hsg Fin Agy Rev Multi-Family Hsg
          Secd Mtg Pgm Ser A (AMT)........................ 7.050%   08/15/24   $  3,505,530
 3,000    New York St Loc Govt Assistance Corp Ser E
          Rfdg............................................ 6.000    04/01/14      3,563,790
 1,050    New York St Med Care Fac Fin Agy Rev Saint
          Peter's Hosp Proj Ser A (AMBAC Insd)............ 5.375    11/01/20      1,062,800
 4,000    New York St Mtg Agy Rev Homeowner Mtg Ser 71
          (AMT)........................................... 5.400    04/01/29      4,107,400
 4,460    New York St Mtg Agy Rev Homeowner Mtg Ser 79
          (AMT)........................................... 5.300    04/01/29      4,572,749
 1,990    New York St Mtg Agy Rev Ser 101 (AMT)........... 5.400    04/01/32      2,052,088
 1,535    New York St Ser C Rfdg.......................... 5.000    04/15/17      1,670,095
 2,000    New York St Twy Auth Hwy & Brdg Tr Fd Ser A (FSA
          Insd)........................................... 5.250    04/01/19      2,182,580
 3,000    New York St Twy Auth Svc Contract Rev Loc Hwy &
          Brdg (Prerefunded @ 4/01/11).................... 5.250    04/01/15      3,394,380
 2,500    New York St Urban Dev Corp Rev Correctional Fac
          Ser A Rfdg...................................... 5.500    01/01/14      2,799,275
 1,625    New York St Urban Dev Corp Rev Proj Ctr for Indl
          Innovation Rfdg................................. 5.500    01/01/13      1,852,321
19,280    New York St Urban Dev Corp Rev St Office South
          Mall Ser A......................................   *      01/01/11     13,971,830
 3,570    Niagara, NY Frontier Auth Arpt Buffalo Niagara
          Intl Arpt Ser A (AMT) (MBIA Insd)............... 5.625    04/01/29      3,771,848
 4,500    Port Auth NY & NJ Cons 97th Ser (AMT)
          (FGIC Insd)..................................... 6.650    01/15/23      4,587,525
 1,600    Rensselaer, NY Hsg Auth Multi-Family Rev Mtg
          Renwyck Pl Ser A................................ 7.650    01/01/11      1,635,584
 1,480    Rensselaer, NY Hsg Auth Multi-Family Rev Mtg Van
          Rensselaer Heights Ser A........................ 7.750    01/01/11      1,513,019
 1,500    Sales Tax Asset Receivable Corp NY Ser A (MBIA
          Insd) (a)....................................... 5.000    10/15/21      1,621,575
 5,445    Triborough Brdg & Tunl Auth NY Rev Gen
          Purp Ser A...................................... 5.250    01/01/18      5,930,966
 5,000    Triborough Brdg & Tunl Auth NY Rev Gen
          Purp Ser A...................................... 5.000    01/01/32      5,113,050
 2,000    Yonkers, NY Indl Dev Agy Civic Cmnty Dev Ppty
          Yonkers Inc Ser A............................... 6.625    02/01/26      2,157,520
 1,700    Yonkers, NY Ser A (FGIC Insd) (b)............... 5.750    10/01/14      1,955,153
                                                                               ------------
                                                                                157,617,905
                                                                               ------------
          PUERTO RICO  7.9%
 5,000    Puerto Rico Comwlth Hwy & Trans Auth Hwy Rev Ser
          Y (FSA Insd).................................... 6.250    07/01/21      6,341,300
 2,000    Puerto Rico Pub Bldg Auth Rev Govt Fac Ser I
          (Comwth Gtd).................................... 5.250    07/01/33      2,095,660
                                                                               ------------
                                                                                  8,436,960
                                                                               ------------
</Table>

See Notes to Financial Statements

                                      E-11
<PAGE>

VAN KAMPEN TRUST FOR INVESTMENT GRADE NEW YORK MUNICIPALS

PORTFOLIO OF INVESTMENTS -- OCTOBER 31, 2004 continued

<Table>
<Caption>
PAR
AMOUNT
(000)     DESCRIPTION                                      COUPON   MATURITY      VALUE
- -------------------------------------------------------------------------------------------
<C>       <S>                                              <C>      <C>        <C>
          U. S. VIRGIN ISLANDS  1.0%
$1,000    Virgin Islands Pub Fin Auth Rev Gross Rcpt Taxes
          Ln Nt Ser A (ACA Insd).......................... 6.125%   10/01/29   $  1,120,460
                                                                               ------------

TOTAL LONG-TERM INVESTMENTS  156.2%
  (Cost $152,801,938).......................................................    167,175,325
SHORT-TERM INVESTMENTS  1.7%
  (Cost $1,800,000).........................................................      1,800,000
                                                                               ------------

TOTAL INVESTMENTS  157.9%
  (Cost $154,601,938).......................................................    168,975,325
LIABILITIES IN EXCESS OF OTHER ASSETS  (1.8%)...............................     (1,935,289)
PREFERRED SHARES (INCLUDING ACCRUED DISTRIBUTIONS)  (56.1%).................    (60,011,179)
                                                                               ------------

NET ASSETS APPLICABLE TO COMMON SHARES  100.0%..............................   $107,028,857
                                                                               ============
</Table>

Percentages are calculated as a percentage of net assets applicable to common
shares.

*   Zero coupon bond

(a) Securities purchased on a when-issued or delayed delivery basis.

(b) The Trust owns 100% of the bond issuance.

ACA--American Capital Access

AMBAC--AMBAC Indemnity Corp.

AMT--Alternative Minimum Tax

Comwth Gtd--Commonwealth of Puerto Rico

FGIC--Financial Guaranty Insurance Co.

FSA--Financial Security Assurance Inc.

MBIA--Municipal Bond Investors Assurance Corp.

XLCA--XL Capital Assurance Inc.

                                               See Notes to Financial Statements

                                      E-12
<PAGE>

VAN KAMPEN TRUST FOR INVESTMENT GRADE NEW YORK MUNICIPALS

FINANCIAL STATEMENTS

Statement of Assets and Liabilities
October 31, 2004

<Table>
<S>                                                           <C>
ASSETS:
Total Investments (Cost $154,601,938).......................  $168,975,325
Cash........................................................        95,146
Receivables:
  Interest..................................................     2,150,830
  Investments Sold..........................................        20,000
Other.......................................................         2,878
                                                              ------------
    Total Assets............................................   171,244,179
                                                              ------------
LIABILITIES:
Payables:
  Investments Purchased.....................................     3,791,632
  Investment Advisory Fee...................................        84,631
  Income Distributions--Common Shares.......................        33,021
  Other Affiliates..........................................         9,141
Trustees' Deferred Compensation and Retirement Plans........       221,578
Accrued Expenses............................................        64,140
                                                              ------------
    Total Liabilities.......................................     4,204,143
Preferred Shares (including accrued distributions)..........    60,011,179
                                                              ------------
NET ASSETS APPLICABLE TO COMMON SHARES......................  $107,028,857
                                                              ============
NET ASSET VALUE PER COMMON SHARE ($107,028,857 divided by
  6,211,330 shares outstanding).............................  $      17.23
                                                              ============
NET ASSETS CONSIST OF:
Common Shares ($.01 par value with an unlimited number of
  shares authorized, 6,211,330 shares issued and
  outstanding)..............................................  $     62,113
Paid in Surplus.............................................    91,397,893
Net Unrealized Appreciation.................................    14,373,387
Accumulated Undistributed Net Investment Income.............       891,365
Accumulated Net Realized Gain...............................       304,099
                                                              ------------
NET ASSETS APPLICABLE TO COMMON SHARES......................  $107,028,857
                                                              ============
PREFERRED SHARES ($.01 par value, authorized 100,000,000
  shares, 2,400 issued with liquidation preference of
  $25,000 per share)........................................  $ 60,000,000
                                                              ============
NET ASSETS INCLUDING PREFERRED SHARES.......................  $167,028,857
                                                              ============
</Table>

See Notes to Financial Statements

                                      E-13

<PAGE>

VAN KAMPEN TRUST FOR INVESTMENT GRADE NEW YORK MUNICIPALS

FINANCIAL STATEMENTS continued

Statement of Operations
For the Year Ended October 31, 2004

<Table>
<S>                                                           <C>
INVESTMENT INCOME:
Interest....................................................  $ 8,385,252
                                                              -----------
EXPENSES:
Investment Advisory Fee.....................................      994,729
Preferred Share Maintenance.................................      165,743
Trustees' Fees and Related Expenses.........................       67,760
Administrative Fee..........................................       48,501
Legal.......................................................       25,465
Custody.....................................................        9,987
Other.......................................................      132,119
                                                              -----------
    Total Expenses..........................................    1,444,304
                                                              -----------
NET INVESTMENT INCOME.......................................  $ 6,940,948
                                                              ===========
REALIZED AND UNREALIZED GAIN/LOSS:
Net Realized Gain...........................................  $   304,285
                                                              -----------
Unrealized Appreciation/Depreciation:
  Beginning of the Period...................................   12,755,476
  End of the Period.........................................   14,373,387
                                                              -----------
Net Unrealized Appreciation During the Period...............    1,617,911
                                                              -----------
NET REALIZED AND UNREALIZED GAIN............................  $ 1,922,196
                                                              ===========
DISTRIBUTIONS TO PREFERRED SHAREHOLDERS.....................  $  (690,759)
                                                              ===========
NET INCREASE IN NET ASSETS APPLICABLE TO COMMON SHARES FROM
  OPERATIONS................................................  $ 8,172,385
                                                              ===========
</Table>

                                               See Notes to Financial Statements

                                      E-14

<PAGE>

VAN KAMPEN TRUST FOR INVESTMENT GRADE NEW YORK MUNICIPALS

FINANCIAL STATEMENTS continued

Statements of Changes in Net Assets

<Table>
<Caption>
                                                                FOR THE            FOR THE
                                                               YEAR ENDED         YEAR ENDED
                                                            OCTOBER 31, 2004   OCTOBER 31, 2003
                                                            -----------------------------------
<S>                                                         <C>                <C>
FROM INVESTMENT ACTIVITIES:
Operations:
Net Investment Income.....................................    $  6,940,948       $  7,276,609
Net Realized Gain.........................................         304,285          2,585,189
Net Unrealized Appreciation/Depreciation During the
  Period..................................................       1,617,911         (1,302,046)
Distributions to Preferred Shareholders:
  Net Investment Income...................................        (547,440)          (398,197)
  Net Realized Gain.......................................        (143,319)          (243,196)
                                                              ------------       ------------
Change in Net Assets Applicable to Common Shares from
  Operations..............................................       8,172,385          7,918,359

Distributions to Common Shareholders:
  Net Investment Income...................................      (6,559,267)        (6,997,564)
  Net Realized Gain.......................................      (2,491,336)        (2,240,759)
                                                              ------------       ------------

NET CHANGE IN NET ASSETS APPLICABLE TO COMMON SHARES FROM
  INVESTMENT ACTIVITIES...................................        (878,218)        (1,319,964)

FROM CAPITAL TRANSACTIONS:
Value of Common Shares Issued Through Dividend
  Reinvestment............................................         133,318                -0-
                                                              ------------       ------------
TOTAL DECREASE IN NET ASSETS APPLICABLE TO COMMON
  SHARES..................................................        (744,900)        (1,319,964)
NET ASSETS APPLICABLE TO COMMON SHARES:
Beginning of the Period...................................     107,773,757        109,093,721
                                                              ------------       ------------
End of the Period (Including accumulated undistributed net
  investment income of $891,365 and $1,055,975,
  respectively)...........................................    $107,028,857       $107,773,757
                                                              ============       ============
</Table>

See Notes to Financial Statements

                                      E-15
<PAGE>

VAN KAMPEN TRUST FOR INVESTMENT GRADE NEW YORK MUNICIPALS

FINANCIAL HIGHLIGHTS

THE FOLLOWING SCHEDULE PRESENTS FINANCIAL HIGHLIGHTS FOR ONE COMMON SHARE OF THE
TRUST OUTSTANDING THROUGHOUT THE PERIODS INDICATED.

<Table>
<Caption>
                                                              ------------------------------
                                                               2004       2003      2002 (a)
                                                              ------------------------------
<S>                                                           <C>        <C>        <C>
NET ASSET VALUE, BEGINNING OF THE PERIOD....................  $ 17.37    $ 17.59    $ 17.50
                                                              -------    -------    -------
  Net Investment Income.....................................     1.12       1.17       1.22
  Net Realized and Unrealized Gain/Loss.....................      .31        .20        .20
  Common Share Equivalent of Distributions Paid to Preferred
    Shareholders:
    Net Investment Income...................................     (.09)      (.06)      (.12)
    Net Realized Gain.......................................     (.02)      (.04)      (.03)
                                                              -------    -------    -------
Total from Investment Operations............................     1.32       1.27       1.27
Distributions Paid to Common Shareholders:
    Net Investment Income...................................    (1.06)     (1.13)     (1.06)
    Net Realized Gain.......................................     (.40)      (.36)      (.12)
                                                              -------    -------    -------
NET ASSET VALUE, END OF THE PERIOD..........................  $ 17.23    $ 17.37    $ 17.59
                                                              =======    =======    =======

Common Share Market Price at End of the Period..............  $ 15.70    $ 16.60    $ 16.31
Total Return (b)............................................    3.24%     11.07%      7.98%
Net Assets Applicable to Common Shares at End of the Period
  (In millions).............................................  $ 107.0    $ 107.8    $ 109.1
Ratio of Expenses to Average Net Assets Applicable to Common
  Shares (c)................................................    1.37%      1.38%      1.45%
Ratio of Net Investment Income to Average Net Assets
  Applicable to Common Shares (c)...........................    6.56%      6.73%      7.06%
Portfolio Turnover..........................................      10%        22%        28%

SUPPLEMENTAL RATIOS:
Ratio of Expenses to Average Net Assets Including Preferred
  Shares (c)................................................     .87%       .89%       .93%
Ratio of Net Investment Income to Average Net Assets
  Applicable to Common Shares (d)...........................    6.04%      6.36%      6.35%

SENIOR SECURITIES:
Total Preferred Shares Outstanding..........................    2,400      2,400      2,400
Asset Coverage Per Preferred Share (e)......................  $69,600    $69,907    $70,457
Involuntary Liquidating Preference Per Preferred Share......  $25,000    $25,000    $25,000
Average Market Value Per Preferred Share....................  $25,000    $25,000    $25,000
</Table>

(a)As required, effective November 1, 2001, the Trust has adopted the provisions
   of the AICPA Audit and Accounting Guide for Investment Companies and began
   accreting market discount on fixed income securities. The effect of this
   change for the period ended October 31, 2002 was to increase net investment
   income per share by $.01, decrease net realized and unrealized gains and
   losses per share by $.01 and increase the ratio of net investment income to
   average net assets applicable to common shares by .05%. Per share, ratios and
   supplemental data for periods prior to October 31, 2002 have not been
   restated to reflect this change in presentation.

(b)Total return assumes an investment at the common share market price at the
   beginning of the period indicated, reinvestment of all distributions for the
   period in accordance with the Trust's dividend reinvestment plan, and sale of
   all shares at the closing common share market price at the end of the period
   indicated.

(c)Ratios do not reflect the effect of dividend payments to preferred
   shareholders.

(d)Ratios reflect the effect of dividend payments to preferred shareholders.

(e)Calculated by subtracting the Trust's total liabilities (not including the
   preferred shares) from the Trust's total assets and dividing this by the
   number of preferred shares outstanding.



                                      E-16
<PAGE>

<Table>
<Caption>
YEAR ENDED OCTOBER 31,
- ----------------------------------------------------------------------------
      2001      2000      1999       1998       1997       1996       1995
- ----------------------------------------------------------------------------
<S>  <C>       <C>       <C>       <C>        <C>        <C>        <C>
     $ 16.64   $ 16.32   $ 17.83   $  17.33   $  16.63   $  16.49   $  14.80
     -------   -------   -------   --------   --------   --------   --------
        1.25      1.30      1.30       1.29       1.28       1.30       1.30
        1.19       .43     (1.53)       .52        .70        .10       1.79
        (.25)     (.39)     (.31)      (.33)      (.34)      (.36)      (.39)
        (.10)      -0-       -0-       (.01)      (.01)       -0-        -0-
     -------   -------   -------   --------   --------   --------   --------
        2.09      1.34      (.54)      1.47       1.63       1.04       2.70
        (.98)    (1.02)     (.96)      (.94)      (.90)      (.90)     (1.00)
        (.25)      -0-      (.01)      (.03)      (.03)       -0-       (.01)
     -------   -------   -------   --------   --------   --------   --------
     $ 17.50   $ 16.64   $ 16.32   $  17.83   $  17.33   $  16.63   $  16.49
     =======   =======   =======   ========   ========   ========   ========

     $ 16.22   $15.375   $ 15.25   $17.6875   $15.5625   $ 14.625   $ 14.375
      13.68%     7.80%    -8.73%     20.29%     13.08%      8.09%     17.49%
     $ 108.5   $ 103.3   $ 101.3   $  110.5   $  107.5   $  103.2   $  102.2
       1.67%     1.69%     1.68%      1.66%      1.70%      1.73%      1.78%
       7.22%     8.00%     7.51%      7.35%      7.63%      7.92%      8.36%
         15%       34%        4%         1%         8%        20%        54%

       1.07%     1.06%     1.07%      1.07%      1.08%      1.09%      1.10%
       5.79%     5.62%     5.72%      5.45%      5.63%      5.78%      5.89%

       2,400     2,400     2,400      1,200      1,200      1,200      1,200
     $70,227   $68,025   $67,197   $142,118   $139,565   $135,961   $135,197
     $25,000   $25,000   $25,000   $ 50,000   $ 50,000   $ 50,000   $ 50,000
     $25,000   $25,000   $25,000   $ 50,000   $ 50,000   $ 50,000   $ 50,000
</Table>

See Notes to Financial Statements

                                      E-17
<PAGE>

VAN KAMPEN TRUST FOR INVESTMENT GRADE NEW YORK MUNICIPALS

NOTES TO FINANCIAL STATEMENTS -- OCTOBER 31, 2004

1. SIGNIFICANT ACCOUNTING POLICIES

Van Kampen Trust for Investment Grade New York Municipals (the "Trust") is
registered as a non-diversified, closed-end management investment company under
the Investment Company Act of 1940 (the "1940 Act"), as amended. The Trust's
investment objective is to provide a high level of current income exempt from
federal as well as New York State and New York City income taxes, consistent
with preservation of capital. The Trust will invest substantially all of its
assets in New York municipal securities rated investment grade at the time of
investment. The Trust commenced investment operations on March 27, 1992.
Effective November 30, 2003, the Fund's investment adviser, Van Kampen
Investment Advisory Corp. merged into its affiliate, Van Kampen Asset Management
(the "Adviser").

    The following is a summary of significant accounting policies consistently
followed by the Trust in the preparation of its financial statements. The
preparation of financial statements in conformity with accounting principles
generally accepted in the United States of America requires management to make
estimates and assumptions that affect the reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities at the date of
the financial statements and the reported amounts of revenues and expenses
during the reporting period. Actual results could differ from those estimates.

A. SECURITY VALUATION Municipal bonds are valued by independent pricing services
or dealers using the mean of the bid and asked prices or, in the absence of
market quotations, at fair value based upon yield data relating to municipal
bonds with similar characteristics and general market conditions. Securities
which are not valued by independent pricing services or dealers are valued at
fair value using procedures established in good faith by the Board of Trustees.
Short-term securities with remaining maturities of 60 days or less are valued at
amortized cost, which approximates market value.

B. SECURITY TRANSACTIONS Security transactions are recorded on a trade date
basis. Realized gains and losses are determined on an identified cost basis. The
Trust may purchase and sell securities on a "when-issued" or "delayed delivery"
basis, with settlement to occur at a later date. The value of the security so
purchased is subject to market fluctuations during this period. The Trust will
segregate assets with the custodian having an aggregate value at least equal to
the amount of the when-issued or delayed delivery purchase commitments until
payment is made. At October 31, 2004, the Trust had $3,791,632 of when-issued
and delayed delivery purchase commitments.

C. INVESTMENT INCOME Interest income is recorded on an accrual basis. Bond
premium is amortized and discount is accreted over the expected life of each
applicable security.

D. FEDERAL INCOME TAXES It is the Trust's policy to comply with the requirements
of the Internal Revenue Code applicable to regulated investment companies and to
distribute substantially all of its taxable income to its shareholders.
Therefore, no provision for federal income taxes is required.



                                      E-18
<PAGE>

VAN KAMPEN TRUST FOR INVESTMENT GRADE NEW YORK MUNICIPALS

NOTES TO FINANCIAL STATEMENTS -- OCTOBER 31, 2004 continued

    At October 31, 2004 the cost and related gross unrealized appreciation and
depreciation are as follows:

<Table>
<S>                                                             <C>
Cost of investments for tax purposes........................    $154,260,042
                                                                ============
Gross tax unrealized appreciation...........................    $ 14,736,167
Gross tax unrealized depreciation...........................         (20,884)
                                                                ------------
Net tax unrealized appreciation on investments..............    $ 14,715,283
                                                                ============
</Table>

E. DISTRIBUTION OF INCOME AND GAINS The Trust declares and pays monthly
dividends from net investment income to common shareholders. Net realized gains,
if any, are distributed annually on a pro rata basis to common and preferred
shareholders. Distributions from net realized gains for book purposes may
include short-term capital gains, which are included as ordinary income for tax
purposes.

    The tax character of distributions paid during the years ended October 31,
2004 and 2003 was as follows:

<Table>
<Caption>
                                                                 2004          2003
<S>                                                           <C>           <C>
Distributions paid from:
  Ordinary income...........................................  $  217,923    $   40,900
  Long-Term capital gain....................................   2,497,499     2,475,889
                                                              ----------    ----------
                                                              $2,715,422    $2,516,789
                                                              ==========    ==========
</Table>

    Due to inherent differences in the recognition of income, expenses and
realized gain/losses under accounting principles generally accepted in the
United States of America and federal income tax purposes, permanent differences
between book and tax basis reporting have been identified and appropriately
reclassified on the Statement of Assets and Liabilities. Permanent book and tax
differences relating to excise taxes paid which are not deductible for tax
purposes totaling $1,149 were reclassified from accumulated undistributed net
investment income to paid in surplus.

    As of October 31, 2004, the components of distributable earnings on a tax
basis were as follows:

<Table>
<S>                                                             <C>
Undistributed ordinary income...............................    $  7,461
Undistributed long-term capital gain........................    $296,637
</Table>

2. INVESTMENT ADVISORY AGREEMENT AND OTHER TRANSACTIONS WITH AFFILIATES

Under the terms of the Trust's Investment Advisory Agreement, the Adviser will
provide investment advice and facilities to the Trust for an annual fee payable
monthly of .60% of the average daily net assets of the Trust. Effective November
1, 2004, the investment advisory fee was reduced from .60% to .55%. In addition,
the Trust paid a monthly administrative fee to Van Kampen Investments Inc. or
its affiliates (collectively "Van Kampen"), the Trust's Administrator, at an
annual rate of .05% of the average daily net assets of the Trust. Effective June
1, 2004, the administrative fee was reduced from .05% to .00%.

    For the year ended October 31, 2004, the Trust recognized expenses of
approximately $11,500 representing legal services provided by Skadden, Arps,
Slate, Meagher, & Flom LLP, counsel to the Trust, of which a trustee of the
Trust is a partner who provides legal services to the Trust, and is therefore an
affiliated person.



                                      E-19
<PAGE>

VAN KAMPEN TRUST FOR INVESTMENT GRADE NEW YORK MUNICIPALS

NOTES TO FINANCIAL STATEMENTS -- OCTOBER 31, 2004 continued

    Under separate Accounting Services and Legal Services agreements, the
Adviser provides accounting and legal services to the Trust. The Adviser
allocates the cost of such services to each trust. For the year ended October
31, 2004, the Trust recognized expenses of approximately $29,200 representing
Van Kampen's cost of providing accounting and legal services to the Trust, which
are reported as part of "Other" and "Legal" expenses, respectively, in the
Statement of Operations.

    Certain officers and trustees of the Trust are also officers and directors
of Van Kampen. The Trust does not compensate its officers or trustees who are
also officers of Van Kampen.

    The Trust provides deferred compensation and retirement plans for its
trustees who are not officers of Van Kampen. Under the deferred compensation
plan, trustees may elect to defer all or a portion of their compensation to a
later date. Benefits under the retirement plan are payable upon retirement for a
ten-year period and are based upon each trustee's years of service to the Trust.
The maximum annual benefit per trustee under the plan is $2,500.

3. CAPITAL TRANSACTIONS

At October 31, 2004 and October 31, 2003, paid in surplus related to common
shares aggregated $91,397,893 and $91,265,800, respectively. Transactions in
common shares were as follows:

<Table>
<Caption>
                                                             YEAR ENDED          YEAR ENDED
                                                          OCTOBER 31, 2004    OCTOBER 31, 2003
<S>                                                       <C>                 <C>
Beginning Shares........................................     6,203,651           6,203,651
Shares Issued Through Dividend Reinvestment.............         7,679                 -0-
                                                             ---------           ---------
Ending Shares...........................................     6,211,330           6,203,651
                                                             =========           =========
</Table>

4. INVESTMENT TRANSACTIONS

During the period, the cost of purchases and proceeds from sales of investments,
excluding short-term investments, were $15,812,626 and $17,123,939,
respectively.

5. PREFERRED SHARES

The Trust has outstanding 2,400 Auction Preferred Shares ("APS"). Dividends are
cumulative and the dividend rate is generally reset every 28 days through an
auction process. The rate in effect on October 31, 2004 was 1.700%. During the
year ended October 31, 2004, the rates ranged from .750% to 1.700%.

    The Trust pays annual fees equivalent to .25% of the preferred share
liquidation value for the remarketing efforts associated with the preferred
auctions. These fees are included as a component of "Preferred Share
Maintenance" expense in the Statement of Operations.

    The APS are redeemable at the option of the Trust in whole or in part at the
liquidation value of $25,000 per share plus accumulated and unpaid dividends.
The Trust is subject to certain asset coverage tests and the APS are subject to
mandatory redemption if the tests are not met.

6. INDEMNIFICATIONS

The Trust enters into contracts that contain a variety of indemnifications. The
Trust's maximum exposure under these arrangements is unknown. However, the Trust
has not had prior claims or losses pursuant to these contracts and expects the
risk of loss to be remote.



                                      E-20
<PAGE>

VAN KAMPEN TRUST FOR INVESTMENT GRADE NEW YORK MUNICIPALS

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Trustees and Shareholders of Van Kampen Trust for Investment
Grade New York Municipals:

We have audited the accompanying statement of assets and liabilities of Van
Kampen Trust for Investment Grade New York Municipals (the "Trust"), including
the portfolio of investments, as of October 31, 2004, the related statement of
operations for the year then ended, the statements of changes in net assets for
each of the two years in the period then ended, and the financial highlights for
each of the five years in the period then ended. These financial statements and
financial highlights are the responsibility of the Trust's management. Our
responsibility is to express an opinion on these financial statements and
financial highlights based on our audits. The Trust's financial highlights for
the periods ended prior to October 31, 2000 were audited by other auditors whose
report, dated December 6, 1999, expressed an unqualified opinion on those
financial highlights.

    We conducted our audits in accordance with standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements and financial highlights are free of material misstatement. An audit
includes examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements. Our procedures included confirmation of
securities owned as of October 31, 2004, by correspondence with the Trust's
custodian and brokers. An audit also includes assessing the accounting
principles used and significant estimates made by management, as well as
evaluating the overall financial statement presentation. We believe that our
audits provide a reasonable basis for our opinion.

    In our opinion, the financial statements and financial highlights referred
to above present fairly, in all material respects, the financial position of Van
Kampen Trust for Investment Grade New York Municipals as of October 31, 2004,
the results of its operations for the year then ended, the changes in its net
assets and the financial highlights for the respective stated periods, in
conformity with accounting principles generally accepted in the United States of
America.

DELOITTE & TOUCHE LLP
Chicago, Illinois
December 10, 2004




                                      E-21
<PAGE>

VAN KAMPEN TRUST FOR INVESTMENT GRADE NEW YORK MUNICIPALS

DIVIDEND REINVESTMENT PLAN

    The Trust offers a dividend reinvestment plan (the "Plan") pursuant to which
Common Shareholders may elect to have dividends and capital gains distributions
reinvested in Common Shares of the Trust. The Trust declares dividends out of
net investment income, and will distribute annually net realized capital gains,
if any. Common Shareholders may join or withdraw from the Plan at any time.

    If you decide to participate in the Plan, State Street Bank and Trust
Company, as your Plan Agent, will automatically invest your dividends and
capital gains distributions in Common Shares of the Trust for your account.

HOW TO PARTICIPATE

    If you wish to participate and your shares are held in your own name, call
1-800-341-2929 for more information and a Plan brochure. If your shares are held
in the name of a brokerage firm, bank, or other nominee, you should contact your
nominee to see if it would participate in the Plan on your behalf. If you wish
to participate in the Plan, but your brokerage firm, bank or nominee is unable
to participate on your behalf, you should request that your shares be
re-registered in your own name which will enable your participation in the Plan.

HOW THE PLAN WORKS

    Participants in the Plan will receive the equivalent in Common Shares valued
on the valuation date, generally at the lower of market price or net asset
value, except as specified below. The valuation date will be the dividend or
distribution payment date or, if that date is not a trading day on the national
securities exchange or market system on which the Common Shares are listed for
trading, the next preceding trading day. If the market price per Common Share on
the valuation date equals or exceeds net asset value per Common Share on that
date, the Trust will issue new Common Shares to participants valued at the
higher of net asset value or 95% of the market price on the valuation date. In
the foregoing situation, the Trust will not issue Common Shares under the Plan
below net asset value. If net asset value per Common Share on the valuation date
exceeds the market price per Common Share on that date, or if the Board of
Trustees should declare a dividend or capital gains distribution payable to the
Common Shareholders only in cash, participants in the Plan will be deemed to
have elected to receive Common Shares from the Trust valued at the market price
on that date. Accordingly, in this circumstance, the Plan Agent will, as agent
for the participants, buy the Trust's Common Shares in the open market for the
participants' accounts on or shortly after the payment date. If, before the Plan
Agent has completed its purchases, the market price exceeds the net asset value
per share of the Common Shares, the average per share purchase price paid by the
Plan Agent may exceed the net asset value



                                      E-22
<PAGE>

VAN KAMPEN TRUST FOR INVESTMENT GRADE NEW YORK MUNICIPALS

DIVIDEND REINVESTMENT PLAN continued

of the Trust's Common Shares, resulting in the acquisition of fewer Common
Shares than if the dividend or distribution had been paid in Common Shares
issued by the Trust. All reinvestments are in full and fractional Common Shares
and are carried to three decimal places.

    Experience under the Plan may indicate that changes are desirable.
Accordingly, the Trust reserves the right to amend or terminate the Plan as
applied to any dividend or distribution paid subsequent to written notice of the
changes sent to all Common Shareholders of the Trust at least 90 days before the
record date for the dividend or distribution. The Plan also may be amended or
terminated by the Plan Agent by at least 90 days written notice to all Common
Shareholders of the Trust.

COSTS OF THE PLAN

    The Plan Agent's fees for the handling of the reinvestment of dividends and
distributions will be paid by the Trust. However, each participant will pay a
prorata share of brokerage commissions incurred with respect to the Plan Agent's
open market purchases in connection with the reinvestment of dividends and
distributions. No other charges will be made to participants for reinvesting
dividends or capital gains distributions, except for certain brokerage
commissions, as described above.

TAX IMPLICATIONS

    You will receive tax information annually for your personal records and to
help you prepare your federal income tax return. The automatic reinvestment of
dividends and capital gains distributions does not relieve you of any income tax
which may be payable on dividends or distributions.

RIGHT TO WITHDRAW

    Plan participants may withdraw at any time by calling 1-800-341-2929 or by
writing State Street Bank and Trust Company, P.O. Box 8200, Boston, MA
02266-8200. If you withdraw, you will receive, without charge, a share
certificate issued in your name for all full Common Shares credited to your
account under the Plan and a cash payment will be made for any fractional Common
Share credited to your account under the Plan. You may again elect to
participate in the Plan at any time by calling 1-800-341-2929 or writing to the
Trust at:

                              Van Kampen Funds Inc.
                              Attn: Closed-End Funds
                                2800 Post Oak Blvd.
                                 Houston, TX 77056



                                      E-23
<PAGE>

VAN KAMPEN TRUST FOR INVESTMENT GRADE NEW YORK MUNICIPALS

BOARD OF TRUSTEES AND IMPORTANT ADDRESSES

BOARD OF TRUSTEES

DAVID C. ARCH
J. MILES BRANAGAN
JERRY D. CHOATE
ROD DAMMEYER
LINDA HUTTON HEAGY
R. CRAIG KENNEDY
HOWARD J KERR
MITCHELL M. MERIN*
JACK E. NELSON
RICHARD F. POWERS, III*
HUGO F. SONNENSCHEIN
WAYNE W. WHALEN* - Chairman
SUZANNE H. WOOLSEY

INVESTMENT ADVISER

VAN KAMPEN ASSET MANAGEMENT
1221 Avenue of the Americas
New York, New York 10020

CUSTODIAN AND TRANSFER AGENT

STATE STREET BANK
AND TRUST COMPANY
c/o EquiServe
P.O. Box 43011
Providence, Rhode Island 02940-3011

LEGAL COUNSEL

SKADDEN, ARPS, SLATE,
MEAGHER & FLOM LLP
333 West Wacker Drive
Chicago, Illinois 60606

INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

DELOITTE & TOUCHE LLP
180 North Stetson Avenue
Chicago, Illinois 60601

 For federal income tax purposes, the following information is furnished with
 respect to the distributions paid by the Trust during its taxable year ended
 October 31, 2004. The Trust designated 98.9% of the income distributions as a
 tax-exempt income distribution. The Trust designated and paid $2,497,499 as a
 long-term capital gain distribution. In January, the Trust provides tax
 information to shareholders for the preceding calendar year.

*   "Interested persons" of the Trust, as defined in the Investment Company Act
    of 1940, as amended.


                                      E-24
<PAGE>

VAN KAMPEN TRUST FOR INVESTMENT GRADE NEW YORK MUNICIPALS

RESULTS OF SHAREHOLDER VOTES

The Annual Meeting of the Shareholders of the Trust was held on June 23, 2004,
where shareholders voted on the election of trustees.

With regards to the election of the following trustees by the common
shareholders of the Trust:

<Table>
<Caption>
                                                                      # OF SHARES
                                                             -----------------------------
                                                             IN FAVOR             WITHHELD
- ------------------------------------------------------------------------------------------
<S>                                                          <C>                  <C>
R. Craig Kennedy...........................................  4,937,771             62,432
Jack E. Nelson.............................................  4,937,781             62,422
Richard F. Powers, III.....................................  4,937,771             62,432
</Table>

With regards to the election of the following trustee by the preferred
shareholders of the Trust:

<Table>
<Caption>
                                                                      # OF SHARES
                                                              ----------------------------
                                                              IN FAVOR            WITHHELD
- ------------------------------------------------------------------------------------------
<S>                                                           <C>                 <C>
Hugo F. Sonnenschein........................................   1,962                 0
</Table>

The other trustees of the Trust whose terms did not expire in 2004 are David C.
Arch, J. Miles Branagan, Jerry D. Choate, Rod Dammeyer, Linda Hutton Heagy,
Howard J Kerr, Mitchell M. Merin, Wayne W. Whalen, and Suzanne H. Woolsey.



                                      E-25
<PAGE>

VAN KAMPEN TRUST FOR INVESTMENT GRADE NEW YORK MUNICIPALS

TRUSTEE AND OFFICER INFORMATION

The business and affairs of the Trust are managed under the direction of the
Trust's Board of Trustees and the Trust's officers appointed by the Board of
Trustees. The tables below list the trustees and executive officers of the Trust
and their principal occupations during the last five years, other directorships
held by trustees and their affiliations, if any, with Van Kampen Investments
Inc. ("Van Kampen Investments"), Van Kampen Asset Management (the "Adviser"),
Van Kampen Funds Inc. (the "Distributor"), Van Kampen Advisors Inc., Van Kampen
Exchange Corp. and Van Kampen Investor Services Inc. ("Investor Services"). The
term "Fund Complex" includes each of the investment companies advised by the
Adviser or its affiliates as of the date of this Statement of Additional
Information. Trustees serve until reaching their retirement age or until their
successors are duly elected and qualified. Officers are annually elected by the
trustees.

INDEPENDENT TRUSTEES:

<Table>
<Caption>
                                                                                  NUMBER OF
                                            TERM OF                                FUNDS IN
                                           OFFICE AND                                FUND
                              POSITION(S)  LENGTH OF                               COMPLEX
NAME, AGE AND ADDRESS          HELD WITH      TIME     PRINCIPAL OCCUPATION(S)     OVERSEEN    OTHER DIRECTORSHIPS
OF INDEPENDENT TRUSTEE           TRUST       SERVED    DURING PAST 5 YEARS        BY TRUSTEE   HELD BY TRUSTEE
<S>                           <C>          <C>         <C>                        <C>          <C>
David C. Arch (59)            Trustee      Trustee     Chairman and Chief             85       Trustee/Director/Managing
Blistex Inc.                               since 1992  Executive Officer of                    General Partner of funds
1800 Swift Drive                                       Blistex Inc., a consumer                in the Fund Complex.
Oak Brook, IL 60523                                    health care products
                                                       manufacturer. Director of
                                                       the Heartland Alliance, a
                                                       nonprofit organization
                                                       serving human needs based
                                                       in Chicago. Director of
                                                       St. Vincent de Paul
                                                       Center, a Chicago based
                                                       day care facility serving
                                                       the children of low
                                                       income families. Board
                                                       member of the Illinois
                                                       Manufacturers'
                                                       Association.

J. Miles Branagan (72)        Trustee      Trustee     Private investor.              83       Trustee/Director/Managing
1632 Morning Mountain Road                 since 2003  Co-founder, and prior to                General Partner of funds
Raleigh, NC 27614                                      August 1996, Chairman,                  in the Fund Complex.
                                                       Chief Executive Officer
                                                       and President, MDT
                                                       Corporation (now known as
                                                       Getinge/Castle, Inc., a
                                                       subsidiary of Getinge
                                                       Industrier AB), a company
                                                       which develops,
                                                       manufactures, markets and
                                                       services medical and
                                                       scientific equipment.
</Table>



                                      E-26
<PAGE>

<Table>
<Caption>
VAN KAMPEN TRUST FOR INVESTMENT GRADE NEW YORK MUNICIPALS
TRUSTEE AND OFFICER INFORMATION continued
                                                                                  NUMBER OF
                                            TERM OF                                FUNDS IN
                                           OFFICE AND                                FUND
                              POSITION(S)  LENGTH OF                               COMPLEX
NAME, AGE AND ADDRESS          HELD WITH      TIME     PRINCIPAL OCCUPATION(S)     OVERSEEN    OTHER DIRECTORSHIPS
OF INDEPENDENT TRUSTEE           TRUST       SERVED    DURING PAST 5 YEARS        BY TRUSTEE   HELD BY TRUSTEE
<S>                           <C>          <C>         <C>                        <C>          <C>

Jerry D. Choate (66)          Trustee      Trustee     Prior to January 1999,         83       Trustee/Director/Managing
33971 Selva Road                           since 2003  Chairman and Chief                      General Partner of funds
Suite 130                                              Executive Officer of the                in the Fund Complex.
Dana Point, CA 92629                                   Allstate Corporation                    Director of Amgen Inc., a
                                                       ("Allstate") and Allstate               biotechnological company,
                                                       Insurance Company. Prior                and Director of Valero
                                                       to January 1995,                        Energy Corporation, an
                                                       President and Chief                     independent refining
                                                       Executive Officer of                    company.
                                                       Allstate. Prior to August
                                                       1994, various management
                                                       positions at Allstate.
</Table>



                                      E-27
<PAGE>

<Table>
<Caption>
VAN KAMPEN TRUST FOR INVESTMENT GRADE NEW YORK MUNICIPALS
TRUSTEE AND OFFICER INFORMATION continued
                                                                                  NUMBER OF
                                            TERM OF                                FUNDS IN
                                           OFFICE AND                                FUND
                              POSITION(S)  LENGTH OF                               COMPLEX
NAME, AGE AND ADDRESS          HELD WITH      TIME     PRINCIPAL OCCUPATION(S)     OVERSEEN    OTHER DIRECTORSHIPS
OF INDEPENDENT TRUSTEE           TRUST       SERVED    DURING PAST 5 YEARS        BY TRUSTEE   HELD BY TRUSTEE
<S>                           <C>          <C>         <C>                        <C>          <C>

Rod Dammeyer (64)             Trustee      Trustee     President of CAC, L.L.C.,      85       Trustee/Director/Managing
CAC, L.L.C.                                since 1992  a private company                       General Partner of funds
4350 LaJolla Village Drive                             offering capital                        in the Fund Complex.
Suite 980                                              investment and management               Director of Stericycle,
San Diego, CA 92122-6223                               advisory services. Prior                Inc., Ventana Medical
                                                       to February 2001, Vice                  Systems, Inc., and GATX
                                                       Chairman and Director of                Corporation, and Trustee
                                                       Anixter International,                  of The Scripps Research
                                                       Inc., a global                          Institute and the
                                                       distributor of wire,                    University of Chicago
                                                       cable and communications                Hospitals and Health
                                                       connectivity products.                  Systems. Prior to January
                                                       Prior to July 2000,                     2004, Director of
                                                       Managing Partner of                     TeleTech Holdings Inc.
                                                       Equity Group Corporate                  and Arris Group, Inc.
                                                       Investment (EGI), a                     Prior to May 2002,
                                                       company that makes                      Director of Peregrine
                                                       private investments in                  Systems Inc. Prior to
                                                       other companies.                        February 2001, Director
                                                                                               of IMC Global Inc. Prior
                                                                                               to July 2000, Director of
                                                                                               Allied Riser
                                                                                               Communications Corp.,
                                                                                               Matria Healthcare Inc.,
                                                                                               Transmedia Networks,
                                                                                               Inc., CNA Surety, Corp.
                                                                                               and Grupo Azcarero Mexico
                                                                                               (GAM).
</Table>



                                      E-28
<PAGE>

<Table>
<Caption>
VAN KAMPEN TRUST FOR INVESTMENT GRADE NEW YORK MUNICIPALS
TRUSTEE AND OFFICER INFORMATION continued
                                                                                  NUMBER OF
                                            TERM OF                                FUNDS IN
                                           OFFICE AND                                FUND
                              POSITION(S)  LENGTH OF                               COMPLEX
NAME, AGE AND ADDRESS          HELD WITH      TIME     PRINCIPAL OCCUPATION(S)     OVERSEEN    OTHER DIRECTORSHIPS
OF INDEPENDENT TRUSTEE           TRUST       SERVED    DURING PAST 5 YEARS        BY TRUSTEE   HELD BY TRUSTEE
<S>                           <C>          <C>         <C>                        <C>          <C>

Linda Hutton Heagy (56)       Trustee      Trustee     Managing Partner of            83       Trustee/Director/Managing
Heidrick & Struggles                       since 2003  Heidrick & Struggles, an                General Partner of funds
233 South Wacker Drive                                 executive search firm.                  in the Fund Complex.
Suite 7000                                             Trustee on the University
Chicago, IL 60606                                      of Chicago Hospitals
                                                       Board, Vice Chair of the
                                                       Board of the YMCA of
                                                       Metropolitan Chicago and
                                                       a member of the Women's
                                                       Board of the University
                                                       of Chicago. Prior to
                                                       1997, Partner of Ray &
                                                       Berndtson, Inc., an
                                                       executive recruiting
                                                       firm. Prior to 1996,
                                                       Trustee of The
                                                       International House
                                                       Board, a fellowship and
                                                       housing organization for
                                                       international graduate
                                                       students. Prior to 1995,
                                                       Executive Vice President
                                                       of ABN AMRO, N.A., a bank
                                                       holding company. Prior to
                                                       1992, Executive Vice
                                                       President of La Salle
                                                       National Bank.

R. Craig Kennedy (52)         Trustee      Trustee     Director and President of      83       Trustee/Director/Managing
1744 R Street, NW                          since 2003  the German Marshall Fund                General Partner of funds
Washington, DC 20009                                   of the United States, an                in the Fund Complex.
                                                       independent U.S.
                                                       foundation created to
                                                       deepen understanding,
                                                       promote collaboration and
                                                       stimulate exchanges of
                                                       practical experience
                                                       between Americans and
                                                       Europeans. Formerly,
                                                       advisor to the Dennis
                                                       Trading Group Inc., a
                                                       managed futures and
                                                       option company that
                                                       invests money for
                                                       individuals and
                                                       institutions. Prior to
                                                       1992, President and Chief
                                                       Executive Officer,
                                                       Director and member of
                                                       the Investment Committee
                                                       of the Joyce Foundation,
                                                       a private foundation.

Howard J Kerr (69)            Trustee      Trustee     Prior to 1998, President       85       Trustee/Director/Managing
736 North Western Avenue                   since 1992  and Chief Executive                     General Partner of funds
P.O. Box 317                                           Officer of Pocklington                  in the Fund Complex.
Lake Forest, IL 60045                                  Corporation, Inc., an                   Director of the Lake
                                                       investment holding                      Forest Bank & Trust.
                                                       company. Director of the
                                                       Marrow Foundation.
</Table>



                                      E-29
<PAGE>

<Table>
<Caption>
VAN KAMPEN TRUST FOR INVESTMENT GRADE NEW YORK MUNICIPALS
TRUSTEE AND OFFICER INFORMATION continued
                                                                                  NUMBER OF
                                            TERM OF                                FUNDS IN
                                           OFFICE AND                                FUND
                              POSITION(S)  LENGTH OF                               COMPLEX
NAME, AGE AND ADDRESS          HELD WITH      TIME     PRINCIPAL OCCUPATION(S)     OVERSEEN    OTHER DIRECTORSHIPS
OF INDEPENDENT TRUSTEE           TRUST       SERVED    DURING PAST 5 YEARS        BY TRUSTEE   HELD BY TRUSTEE
<S>                           <C>          <C>         <C>                        <C>          <C>

Jack E. Nelson (68)           Trustee      Trustee     President of Nelson            83       Trustee/Director/Managing
423 Country Club Drive                     since 2003  Investment Planning                     General Partner of funds
Winter Park, FL 32789                                  Services, Inc., a                       in the Fund Complex.
                                                       financial planning
                                                       company and registered
                                                       investment adviser in the
                                                       State of Florida.
                                                       President of Nelson Ivest
                                                       Brokerage Services Inc.,
                                                       a member of the NASD,
                                                       Securities Investors
                                                       Protection Corp. and the
                                                       Municipal Securities
                                                       Rulemaking Board.
                                                       President of Nelson Sales
                                                       and Services Corporation,
                                                       a marketing and services
                                                       company to support
                                                       affiliated companies.

Hugo F. Sonnenschein (64)     Trustee      Trustee     President Emeritus and         85       Trustee/Director/Managing
1126 E. 59th Street                        since 1994  Honorary Trustee of the                 General Partner of funds
Chicago, IL 60637                                      University of Chicago and               in the Fund Complex.
                                                       the Adam Smith                          Director of Winston
                                                       Distinguished Service                   Laboratories, Inc.
                                                       Professor in the
                                                       Department of Economics
                                                       at the University of
                                                       Chicago. Prior to July
                                                       2000, President of the
                                                       University of Chicago.
                                                       Trustee of the University
                                                       of Rochester and a member
                                                       of its investment
                                                       committee. Member of the
                                                       National Academy of
                                                       Sciences, the American
                                                       Philosophical Society and
                                                       a fellow of the American
                                                       Academy of Arts and
                                                       Sciences.

Suzanne H. Woolsey, Ph.D.     Trustee      Trustee     Chief Communications           83       Trustee/Director/Managing
(62)                                       since 2003  Officer of the National                 General Partner of funds
815 Cumberstone Road                                   Academy of                              in the Fund Complex.
Harwood, MD 20776                                      Sciences/National                       Director of Fluor Corp.,
                                                       Research Council, an                    an engineering,
                                                       independent, federally                  procurement and
                                                       chartered policy                        construction
                                                       institution, from 2001 to               organization, since
                                                       November 2003 and Chief                 January 2004 and Director
                                                       Operating Officer from                  of Neurogen Corporation,
                                                       1993 to 2001. Director of               a pharmaceutical company,
                                                       the Institute for Defense               since January 1998.
                                                       Analyses, a federally
                                                       funded research and
                                                       development center,
                                                       Director of the German
                                                       Marshall Fund of the
                                                       United States, Director
                                                       of the Rocky Mountain
                                                       Institute and Trustee of
                                                       Colorado College. Prior
                                                       to 1993, Executive
                                                       Director of the
                                                       Commission on Behavioral
                                                       and Social Sciences and
                                                       Education at the National
                                                       Academy of
                                                       Sciences/National
                                                       Research Council. From
                                                       1980 through 1989,
                                                       Partner of Coopers &
                                                       Lybrand.
</Table>



                                      E-30
<PAGE>



VAN KAMPEN TRUST FOR INVESTMENT GRADE NEW YORK MUNICIPALS

TRUSTEE AND OFFICER INFORMATION continued

INTERESTED TRUSTEES:*

<Table>
<Caption>
                                                                                  NUMBER OF
                                            TERM OF                                FUNDS IN
                                           OFFICE AND                                FUND
                              POSITION(S)  LENGTH OF                               COMPLEX
NAME, AGE AND ADDRESS          HELD WITH      TIME     PRINCIPAL OCCUPATION(S)     OVERSEEN    OTHER DIRECTORSHIPS
OF INTERESTED TRUSTEE            TRUST       SERVED    DURING PAST 5 YEARS        BY TRUSTEE   HELD BY TRUSTEE
<S>                           <C>          <C>         <C>                        <C>          <C>

Mitchell M. Merin* (51)       Trustee,     Trustee     President and Chief            83       Trustee/Director/Managing
1221 Avenue of the Americas   President    since       Executive Officer of                    General Partner of funds
New York, NY 10020            and Chief    2003;       funds in the Fund                       in the Fund Complex.
                              Executive    President   Complex. Chairman,
                              Officer      and Chief   President, Chief
                                           Executive   Executive Officer and
                                           Officer     Director of the Adviser
                                           since 2002  and Van Kampen Advisors
                                                       Inc. since December 2002.
                                                       Chairman, President and
                                                       Chief Executive Officer
                                                       of Van Kampen Investments
                                                       since December 2002.
                                                       Director of Van Kampen
                                                       Investments since
                                                       December 1999. Chairman
                                                       and Director of Van
                                                       Kampen Funds Inc. since
                                                       December 2002. President,
                                                       Director and Chief
                                                       Operating Officer of
                                                       Morgan Stanley Investment
                                                       Management since December
                                                       1998. President and
                                                       Director since April 1997
                                                       and Chief Executive
                                                       Officer since June 1998
                                                       of Morgan Stanley
                                                       Investment Advisors Inc.
                                                       and Morgan Stanley
                                                       Services Company Inc.
                                                       Chairman, Chief Executive
                                                       Officer and Director of
                                                       Morgan Stanley
                                                       Distributors Inc. since
                                                       June 1998. Chairman since
                                                       June 1998, and Director
                                                       since January 1998 of
                                                       Morgan Stanley Trust.
                                                       Director of various
                                                       Morgan Stanley
                                                       subsidiaries. President
                                                       of the Morgan Stanley
                                                       Funds since May 1999.
                                                       Previously Chief
                                                       Executive Officer of Van
                                                       Kampen Funds Inc. from
                                                       December 2002 to July
                                                       2003, Chief Strategic
                                                       Officer of Morgan Stanley
                                                       Investment Advisors Inc.
                                                       and Morgan Stanley
                                                       Services Company Inc. and
                                                       Executive Vice President
                                                       of Morgan Stanley
                                                       Distributors Inc. from
                                                       April 1997 to June 1998.
                                                       Chief Executive Officer
                                                       from September 2002 to
                                                       April 2003 and Vice
                                                       President from May 1997
                                                       to April 1999 of the
                                                       Morgan Stanley Funds.
</Table>



                                      E-31
<PAGE>

<Table>
<Caption>
VAN KAMPEN TRUST FOR INVESTMENT GRADE NEW YORK MUNICIPALS
TRUSTEE AND OFFICER INFORMATION continued
                                                                                  NUMBER OF
                                            TERM OF                                FUNDS IN
                                           OFFICE AND                                FUND
                              POSITION(S)  LENGTH OF                               COMPLEX
NAME, AGE AND ADDRESS          HELD WITH      TIME     PRINCIPAL OCCUPATION(S)     OVERSEEN    OTHER DIRECTORSHIPS
OF INTERESTED TRUSTEE            TRUST       SERVED    DURING PAST 5 YEARS        BY TRUSTEE   HELD BY TRUSTEE
<S>                           <C>          <C>         <C>                        <C>          <C>


Richard F. Powers, III* (58)  Trustee      Trustee     Advisory Director of           85       Trustee/Director/Managing
1 Parkview Plaza                           since 1999  Morgan Stanley. Prior to                General Partner of funds
P.O. Box 5555                                          December 2002, Chairman,                in the Fund Complex.
Oakbrook Terrace, IL 60181                             Director, President,
                                                       Chief Executive Officer
                                                       and Managing Director of
                                                       Van Kampen Investments
                                                       and its investment
                                                       advisory, distribution
                                                       and other subsidiaries.
                                                       Prior to December 2002,
                                                       President and Chief
                                                       Executive Officer of
                                                       funds in the Fund
                                                       Complex. Prior to May
                                                       1998, Executive Vice
                                                       President and Director of
                                                       Marketing at Morgan
                                                       Stanley and Director of
                                                       Dean Witter, Discover &
                                                       Co. and Dean Witter
                                                       Realty. Prior to 1996,
                                                       Director of Dean Witter
                                                       Reynolds Inc.

Wayne W. Whalen* (65)         Trustee      Trustee     Partner in the law firm        85       Trustee/Director/Managing
333 West Wacker Drive                      since 1992  of Skadden, Arps, Slate,                General Partner of funds
Chicago, IL 60606                                      Meagher & Flom LLP, legal               in the Fund Complex.
                                                       counsel to funds in the
                                                       Fund Complex.
</Table>

*   Such Trustee is an "interested person" (within the meaning of Section
    2(a)(19) of the 1940 Act). Mr. Whalen is an interested person of certain
    funds in the Fund Complex by reason of his firm currently acting as legal
    counsel to such funds in the Fund Complex. Messrs. Merin and Powers are
    interested persons of funds in the Fund Complex and the Adviser by reason of
    their current or former positions with Morgan Stanley or its affiliates.



                                      E-32
<PAGE>


VAN KAMPEN TRUST FOR INVESTMENT GRADE NEW YORK MUNICIPALS

TRUSTEE AND OFFICER INFORMATION continued

OFFICERS:

<Table>
<Caption>
                                                     TERM OF
                                                    OFFICE AND
                                   POSITION(S)      LENGTH OF
NAME, AGE AND                       HELD WITH          TIME     PRINCIPAL OCCUPATION(S)
ADDRESS OF OFFICER                    TRUST           SERVED    DURING PAST 5 YEARS
<S>                             <C>                 <C>         <C>
Stefanie V. Chang (38)          Vice President      Officer     Executive Director of Morgan Stanley Investment Management.
1221 Avenue of the Americas     and Secretary       since 2003  Vice President of funds in the Fund Complex.
New York, NY 10020

Amy R. Doberman (42)            Vice President      Officer     Managing Director and General Counsel, U.S. Investment
1221 Avenue of the Americas                         since 2004  Management; Managing Director of Morgan Stanley Investment
New York, NY 10020                                              Management, Inc., Morgan Stanley Investment Advisers Inc.
                                                                and the Adviser. Vice President of the Morgan Stanley
                                                                Institutional and Retail Funds since July 2004 and Vice
                                                                President of funds in the Fund Complex as of August 2004.
                                                                Previously, Managing Director and General Counsel of
                                                                Americas, UBS Global Asset Management from July 2000 to July
                                                                2004 and General Counsel of Aeitus Investment Management,
                                                                Inc. from January 1997 to July 2000.

James M. Dykas (38)             Chief Financial     Officer     Executive Director of Van Kampen Asset Management and Morgan
1 Parkview Plaza                Officer and         since 1999  Stanley Investment Management. Chief Financial Officer and
Oakbrook Terrace, IL 60181      Treasurer                       Treasurer of funds in the Fund Complex. Prior to August
                                                                2004, Assistant Treasurer of funds in the Fund Complex.

Joseph J. McAlinden (61)        Executive Vice      Officer     Managing Director and Chief Investment Officer of Morgan
1221 Avenue of the Americas     President and       since 2002  Stanley Investment Advisors Inc., and Morgan Stanley
New York, NY 10020              Chief Investment                Investment Management Inc. and Director of Morgan Stanley
                                Officer                         Trust for over 5 years. Executive Vice President and Chief
                                                                Investment Officer of funds in the Fund Complex. Managing
                                                                Director and Chief Investment Officer of Van Kampen
                                                                Investments, the Adviser and Van Kampen Advisors Inc. since
                                                                December 2002.

Ronald E. Robison (65)          Executive Vice      Officer     Principal Executive Officer of the Funds since May 2003.
1221 Avenue of the Americas     President and       since 2003  Chief Executive Officer and Chairman of Investor Services.
New York, NY 10020              Principal                       Executive Vice President and Principal Executive Officer of
                                Executive                       funds in the Fund Complex. Managing Director of Morgan
                                Officer                         Stanley. Chief Administrative Officer, Managing Director and
                                                                Director of Morgan Stanley Investment Advisors Inc., Morgan
                                                                Stanley Services Company Inc. and Managing Director and
                                                                Director of Morgan Stanley Distributors Inc. Chief Executive
                                                                Officer and Director of Morgan Stanley Trust. Executive Vice
                                                                President and Principal Executive Officer of the
                                                                Institutional and Retail Morgan Stanley Funds; Director of
                                                                Morgan Stanley SICAV; previously Chief Global Operations
                                                                Officer and Managing Director of Morgan Stanley Investment
                                                                Management Inc.
</Table>



                                      E-33
<PAGE>

<Table>
<Caption>
VAN KAMPEN TRUST FOR INVESTMENT GRADE NEW YORK MUNICIPALS
TRUSTEE AND OFFICER INFORMATION continued
                                                     TERM OF
                                                    OFFICE AND
                                   POSITION(S)      LENGTH OF
NAME, AGE AND                       HELD WITH          TIME     PRINCIPAL OCCUPATION(S)
ADDRESS OF OFFICER                    TRUST           SERVED    DURING PAST 5 YEARS
<S>                             <C>                 <C>         <C>

John L. Sullivan (49)           Chief Compliance    Officer     Chief Compliance Officer of funds in the Fund Complex since
1 Parkview Plaza                Officer             since 1998  August 2004. Director and Managing Director of Van Kampen
Oakbrook Terrace, IL 60181                                      Investments, the Adviser, Van Kampen Advisors Inc. and
                                                                certain other subsidiaries of Van Kampen Investments. Prior
                                                                August 2004, Vice President, Chief Financial Officer and
                                                                Treasurer of funds in the Fund Complex and head of Fund
                                                                Accounting for Morgan Stanley Investment Management. Prior
                                                                to December 2002, Executive Director of Van Kampen
                                                                Investments, the Adviser and Van Kampen Advisors Inc.
</Table>



                                      E-34
<PAGE>

VAN KAMPEN

AN IMPORTANT NOTICE CONCERNING OUR U.S. PRIVACY POLICY

    We are required by federal law to provide you with a copy of our Privacy
Policy annually.

    The following Policy applies to current and former individual clients of Van
Kampen Investments Inc., Van Kampen Asset Management, Van Kampen Advisors Inc.,
Van Kampen Funds Inc., Van Kampen Investor Services Inc. and Van Kampen Exchange
Corp., as well as current and former individual investors in Van Kampen mutual
funds, unit investment trusts, and related companies.

    This Policy is not applicable to partnerships, corporations, trusts or other
non-individual clients or account holders, nor is this Policy applicable to
individuals who are either beneficiaries of a trust for which we serve as
trustee or participants in an employee benefit plan administered or advised by
us. This Policy is, however, applicable to individuals who select us to be a
custodian of securities or assets in individual retirement accounts, 401(k)
accounts, 529 Educational Savings Accounts, accounts subject to the Uniform
Gifts to Minors Act, or similar accounts.

    Please note that we may amend this Policy at any time, and will inform you
of any changes to this Policy as required by law.

WE RESPECT YOUR PRIVACY

We appreciate that you have provided us with your personal financial
information. We strive to maintain the privacy of such information while we help
you achieve your financial objectives. This Policy describes what non-public
personal information we collect about you, why we collect it, and when we may
share it with others.

    We hope this Policy will help you understand how we collect and share
non-public personal information that we gather about you. Throughout this
Policy, we refer to the non-public information that personally identifies you or
your accounts as "personal information."

1. WHAT PERSONAL INFORMATION DO WE COLLECT ABOUT YOU?

To serve you better and manage our business, it is important that we collect and
maintain accurate information about you. We may obtain this information from
applications and other forms you submit to us, from your dealings with us, from
consumer reporting agencies, from our Web sites and from third parties and other
sources.

    For example:

     --  We may collect information such as your name, address, e-mail address,
         telephone/fax numbers, assets, income and investment objectives through
         applications and other forms you submit to us.

     --  We may obtain information about account balances, your use of
         account(s) and the types of products and services you prefer to receive
         from us through your dealings and transactions with us and other
         sources.

     --  We may obtain information about your creditworthiness and credit
         history from consumer reporting agencies.

     --  We may collect background information from and through third-party
         vendors to verify representations you have made and to comply with
         various regulatory requirements.

     --  If you interact with us through our public and private Web sites, we
         may collect information that you provide directly through online
         communications (such as an e-mail address). We may also collect
         information about your Internet service provider, your domain name,
         your computer's operating system and Web browser,

                                                             (continued on back)



                                      E-35
<PAGE>

VAN KAMPEN

AN IMPORTANT NOTICE CONCERNING OUR U.S. PRIVACY POLICY continued

         your use of our Web sites and your product and service preferences,
         through the use of "cookies." "Cookies" recognize your computer each
         time you return to one of our sites, and help to improve our sites'
         content and personalize your experience on our sites by, for example,
         suggesting offerings that may interest you. Please consult the Terms of
         Use of these sites for more details on our use of cookies.

2. WHEN DO WE DISCLOSE PERSONAL INFORMATION WE COLLECT ABOUT YOU?

To provide you with the products and services you request, to serve you better
and to manage our business, we may disclose personal information we collect
about you to our affiliated companies and to non-affiliated third parties as
required or permitted by law.

A. INFORMATION WE DISCLOSE TO OUR AFFILIATED COMPANIES. We do not disclose
personal information that we collect about you to our affiliated companies
except to enable them to provide services on our behalf or as otherwise required
or permitted by law.

B. INFORMATION WE DISCLOSE TO THIRD PARTIES. We do not disclose personal
information that we collect about you to non-affiliated third parties except to
enable them to provide services on our behalf, to perform joint marketing
agreements with other financial institutions, or as otherwise required or
permitted by law. For example, some instances where we may disclose information
about you to non-affiliated third parties include: for servicing and processing
transactions, to offer our own products and services, to protect against fraud,
for institutional risk control, to respond to judicial process or to perform
services on our behalf. When we share personal information with these companies,
they are required to limit their use of personal information to the particular
purpose for which it was shared and they are not allowed to share personal
information with others except to fulfill that limited purpose.

3. HOW DO WE PROTECT THE SECURITY AND CONFIDENTIALITY OF PERSONAL INFORMATION WE
COLLECT ABOUT YOU?

We maintain physical, electronic and procedural security measures to help
safeguard the personal information we collect about you. We have internal
policies governing the proper handling of client information. Third parties that
provide support or marketing services on our behalf may also receive personal
information, and we require them to adhere to confidentiality standards with
respect to such information.

                                                 Van Kampen Funds Inc.
                                                 1 Parkview Plaza, P.O. Box 5555
                                                 Oakbrook Terrace, IL 60181-5555
                                                 www.vankampen.com

                                      (VAN KAMPEN INVESTMENTS LOGO)

                                                 Copyright (C)2004 Van Kampen
                                                 Funds Inc. All rights reserved.
                                                 Member NASD/SIPC.
                                                 VTN ANR
                                                 12/04 RN04-02838P-Y10/04





                                      E-36
<PAGE>


                                   APPENDIX F


                    SEMIANNUAL REPORT OF THE ACQUIRING FUND,
                              DATED APRIL 30, 2005





                                      F-1






























<PAGE>


Item 1. Reports to Shareholders

The Trust's semi-annual report transmitted to shareholders pursuant to
Rule 30e-1 under the Investment Company Act of 1940 is as follows:

       Welcome, Shareholder

       In this report, you'll learn about how your investment in Van Kampen
       Trust for Investment Grade New York Municipals performed during the
       semiannual period. The portfolio management team will provide an overview
       of the market conditions and discuss some of the factors that affected
       investment performance during the reporting period. In addition, this
       report includes the trust's financial statements and a list of trust
       investments as of April 30, 2005.

       MARKET FORECASTS PROVIDED IN THIS REPORT MAY NOT NECESSARILY COME TO
       PASS. THERE IS NO ASSURANCE THAT THE TRUST WILL ACHIEVE ITS INVESTMENT
       OBJECTIVE. TRUSTS ARE SUBJECT TO MARKET RISK, WHICH IS THE POSSIBILITY
       THAT THE MARKET VALUES OF SECURITIES OWNED BY THE TRUST WILL DECLINE AND
       THAT THE VALUE OF TRUST SHARES MAY THEREFORE BE LESS THAN WHAT YOU PAID
       FOR THEM. ACCORDINGLY, YOU CAN LOSE MONEY INVESTING IN THIS TRUST.

       INCOME MAY SUBJECT CERTAIN INDIVIDUALS TO THE FEDERAL ALTERNATIVE MINIMUM
       TAX (AMT).

<Table>
<Caption>
         <S>                    <C>                                       <C>
         ---------------------------------------------------------------------------------------
            NOT FDIC INSURED             OFFER NO BANK GUARANTEE              MAY LOSE VALUE
         ---------------------------------------------------------------------------------------
                   NOT INSURED BY ANY FEDERAL GOVERNMENT AGENCY               NOT A DEPOSIT
         ---------------------------------------------------------------------------------------
</Table>


                                      F-2

<PAGE>



Performance Summary as of 4/30/05

<Table>
<Caption>
TRUST FOR INVESTMENT GRADE NEW YORK MUNICIPALS
SYMBOL: VTN
- ------------------------------------------------------------
AVERAGE ANNUAL                      BASED ON      BASED ON
TOTAL RETURNS                         NAV       MARKET PRICE
<S>                                 <C>         <C>

Since Inception 03/27/92              8.12%        7.10%

10-year                               8.13         7.85

5-year                                9.37         8.74

1-year                               10.56         5.22

6-month                               2.90         0.27
- ------------------------------------------------------------
</Table>

PERFORMANCE DATA QUOTED REPRESENTS PAST PERFORMANCE, WHICH IS NO GUARANTEE OF
FUTURE RESULTS, AND CURRENT PERFORMANCE MAY BE LOWER OR HIGHER THAN THE FIGURES
SHOWN. FOR THE MOST RECENT MONTH-END PERFORMANCE FIGURES, PLEASE VISIT
VANKAMPEN.COM OR SPEAK WITH YOUR FINANCIAL ADVISOR. INVESTMENT RETURNS, NET
ASSET VALUE (NAV) AND COMMON SHARE MARKET PRICE WILL FLUCTUATE AND TRUST SHARES,
WHEN SOLD, MAY BE WORTH MORE OR LESS THAN THEIR ORIGINAL COST.

NAV per share is determined by dividing the value of the trust's portfolio
securities, cash and other assets, less all liabilities, by the total number of
common shares outstanding. The common share market price is the price the market
is willing to pay for shares of the trust at a given time. Common share market
price is influenced by a range of factors, including supply and demand and
market conditions. Total return assumes an investment at the beginning of the
period, reinvestment of all distributions for the period in accordance with the
trust's dividend reinvestment plan, and sale of all shares at the end of the
period.

The Lehman Brothers New York Municipal Bond Index is a broad-based statistical
composite of New York municipal bonds. The index does not include any expenses,
fees or sales charges, which would lower performance. The index is unmanaged and
should not be considered an investment. It is not possible to invest directly in
an index.




                                      F-3
<PAGE>



Trust Report

FOR THE 6-MONTH PERIOD ENDED APRIL 30, 2005

Van Kampen Trust for Investment Grade New York Municipals is managed by the
Adviser's Municipal Fixed Income team.(1) Current members include Dennis
Pietrzak and John Reynoldson, Executive Directors of the Adviser; and Robert
Wimmel, Vice President of the Adviser.

MARKET CONDITIONS

The six-month period ended April 30, 2005, was characterized by continued
short-term interest rate increases. As crude oil prices reached record highs,
the prospect of rising inflation also cast a shadow. The Federal Open Market
Committee (the "Fed") raised the federal funds target rate 100 basis points
during the period through a series of four "measured" 0.25 percent tightenings
to 2.75 percent by the end of April. Although rates in the short and
intermediate areas of the yield curve shifted upward as the Fed tightened, long-
term interest rates fell as buyers did not seem deterred by the prospect of
rising inflation. As a result, the yield curve (the difference between short and
longer-term yields) flattened and the long end of the municipal market handily
outperformed the shorter end.

The municipal market in total posted positive returns during the period, though
it was not uniformly strong. In contrast to the strong showing by longer-term
bonds, shorter-term municipals were hampered by the Fed's tightening and turned
in a flat to slightly negative showing. Within the investment-grade segment of
the market, yield differentials between BBB-rated and AAA-rated municipal
securities were slightly wider, though BBB-rated securities still outperformed
high grades due to their higher coupons, while securities rated below investment
grade strongly outperformed as investors sought out their higher yields.

The Fed's interest rate hikes did not appear to dampen investors' appetites for
municipal bonds, as net inflows into municipal bond funds topped $290 million
during the period. The supply of new issues was modest during the closing months
of 2004 (the first two months of the period) before soaring in the opening
months of 2005 as long-term issuers rushed to bring securities to market in
anticipation of additional interest rate increases in the near term.

New York continued to be one of the most active markets in the nation for new
issuance during the period, although economic conditions were not uniformly
strong. New York's economy continued to improve, and its credit rating was
upgraded due in large part to a guardedly optimistic outlook for New York City's
fiscal health. The city continued to issue Liberty bonds to fund reconstruction
efforts at the site of the World Trade Center. In contrast, the northern part of
the state continued to struggle economically.

(1)Team members may change without notice at any time.



                                      F-4

<PAGE>


PERFORMANCE ANALYSIS

The trust's return can be calculated based upon either the market price or the
net asset value (NAV) of its shares. NAV per share is determined by dividing the
value of the trust's portfolio securities, cash and other assets, less all
liabilities, by the total number of common shares outstanding, while market
price reflects the supply and demand for the shares. As a result, the two
returns can differ, as they did during the reporting period. On an NAV basis,
the trust outperformed its benchmark index, the Lehman Brothers New York
Municipal Bond Index. On a market price basis, the trust underperformed its
benchmark.

TOTAL RETURNS FOR THE SIX-MONTH PERIOD ENDED APRIL 30, 2005

<Table>
<Caption>
- --------------------------------------------------------------
      BASED ON     BASED ON     LEHMAN BROTHERS NEW YORK
        NAV      MARKET PRICE     MUNICIPAL BOND INDEX
<S>   <C>        <C>            <C>                      <C>

       2.90%        0.27%                1.74%
- --------------------------------------------------------------
</Table>

PERFORMANCE DATA QUOTED REPRESENTS PAST PERFORMANCE, WHICH IS NO GUARANTEE OF
FUTURE RESULTS, AND CURRENT PERFORMANCE MAY BE LOWER OR HIGHER THAN THE FIGURES
SHOWN. INVESTMENT RETURN, NET ASSET VALUE AND COMMON SHARE MARKET PRICE WILL
FLUCTUATE AND TRUST SHARES, WHEN SOLD, MAY BE WORTH MORE OR LESS THAN THEIR
ORIGINAL COST. SEE PERFORMANCE SUMMARY FOR ADDITIONAL PERFORMANCE INFORMATION
AND INDEX DEFINITION.

The trust uses leverage to enhance its dividend to common shareholders. The
trust borrows money at short-term rates through the issuance of preferred
shares. The proceeds are reinvested in longer-term securities, taking advantage
of the difference between short- and longer-term rates. The Fed's policy of
raising interest rates throughout the period made the trust's borrowing activity
more expensive. These expenses, however, were more than offset by the positive
performance of the bonds held by the trust.

One of our key strategies in managing the trust during the period was to
position it for rising interest rates. This approach was largely the result of
our analysis of interest rates, which remained relatively low by historical
standards even after rising from their multi-decade lows earlier. We effected
this positioning in two ways. First, we kept the trust's duration (a measure of
interest-rate sensitivity) below that of its benchmark. Second, to limit the
trust's exposure to areas of the market that would be most likely susceptible to
rising rates, we also trimmed the trust's shorter-maturity bonds. We reinvested
the proceeds from those sales into bonds with premium coupons and maturities
between 25 and 30 years. In addition to offering relatively attractive income
streams, these securities positioned the trust to benefit from any future
flattening of the yield curve.

We kept the trust's exposure well diversified across the major sectors of the
New York municipal market. Much of our relative-value trading activity was
focused on selling issues that had been pre-refunded and purchasing what we
believed to be more attractive securities in sectors such as health care and
public




                                      F-5
<PAGE>



education. The trust remained focused on investment-grade securities, with 100
percent of the portfolio rated BBB or higher at the end of the period.

There is no guarantee the security sectors mentioned will continue to perform
well or be held by the trust in the future.



                                      F-6

<PAGE>



<Table>
<Caption>
RATINGS ALLOCATION AS OF 4/30/05
<S>                                                             <C>
AAA/Aaa                                                          51.9%
AA/Aa                                                            33.3
A/a                                                              12.2
BBB/Baa                                                           2.6

<Caption>
TOP 5 SECTORS AS OF 4/30/05
<S>                                                             <C>
General Purpose                                                  18.2%
Transportation                                                   15.5
Health Care                                                      10.4
Public Building                                                   9.1
Water & Sewer                                                     7.8
</Table>

Subject to change daily. Provided for informational purposes only and should not
be deemed as a recommendation to buy or sell the securities mentioned or
securities in the sectors shown above. Ratings are as a percentage of total
investments. Sectors are as a percentage of long-term investments. Securities
are classified by sectors that represent broad groupings of related industries.
Van Kampen is a wholly owned subsidiary of a global securities firm which is
engaged in a wide range of financial services including, for example, securities
trading and brokerage activities, investment banking, research and analysis,
financing and financial advisory services. Rating allocations based upon ratings
as issued by Standard and Poor's and Moody's, respectively.



                                      F-7
<PAGE>



FOR MORE INFORMATION ABOUT PORTFOLIO HOLDINGS

       Each Van Kampen trust provides a complete schedule of portfolio holdings
       in its semiannual and annual reports within 60 days of the end of the
       trust's second and fourth fiscal quarters by filing the schedule
       electronically with the Securities and Exchange Commission (SEC). The
       semiannual reports are filed on Form N-CSRS and the annual reports are
       filed on Form N-CSR. Van Kampen also delivers the semiannual and annual
       reports to trust shareholders, and makes these reports available on its
       public Web site, www.vankampen.com. In addition to the semiannual and
       annual reports that Van Kampen delivers to shareholders and makes
       available through the Van Kampen public Web site, each trust files a
       complete schedule of portfolio holdings with the SEC for the trust's
       first and third fiscal quarters on Form N-Q. Van Kampen does not deliver
       the reports for the first and third fiscal quarters to shareholders, nor
       are the reports posted to the Van Kampen public Web site. You may,
       however, obtain the Form N-Q filings (as well as the Form N-CSR and
       N-CSRS filings) by accessing the SEC's Web site, http://www.sec.gov. You
       may also review and copy them at the SEC's Public Reference Room in
       Washington, DC. Information on the operation of the SEC's Public
       Reference Room may be obtained by calling the SEC at 1-800-SEC-0330. You
       can also request copies of these materials, upon payment of a duplicating
       fee, by electronic request at the SEC's e-mail address
       (publicinfo@sec.gov) or by writing the Public Reference section of the
       SEC, Washington, DC 20549-0102.

       You may obtain copies of a trust's fiscal quarter filings by contacting
       Van Kampen Client Relations at 1-800-847-2424.

PROXY VOTING POLICIES AND PROCEDURES AND PROXY VOTING RECORD

       The trust's policies and procedures with respect to the voting of proxies
       relating to the trust's portfolio securities and information on how the
       trust voted proxies relating to portfolio securities during the most
       recent twelve-month period ended June 30 is available without charge,
       upon request, by visiting our Web site at www.vankampen.com. This
       information is also available on the Securities and Exchange Commission's
       Web site at http://www.sec.gov.




                                      F-8
<PAGE>



VAN KAMPEN TRUST FOR INVESTMENT GRADE NEW YORK MUNICIPALS

PORTFOLIO OF INVESTMENTS -- APRIL 30, 2005 (UNAUDITED)

<Table>
<Caption>
PAR
AMOUNT
(000)     DESCRIPTION                                      COUPON   MATURITY      VALUE
- -------------------------------------------------------------------------------------------
<C>       <S>                                              <C>      <C>        <C>
          MUNICIPAL BONDS  154.0%
          NEW YORK  145.0%
$1,000    Amherst, NY Indl Dev Agy Civic Fac Rev UBF Fac
          Student Hsg Ser B (AMBAC Insd).................. 5.750%   08/01/30   $  1,120,680
 1,250    Erie Cnty, NY Indl Dev Agy Sch Fac Rev City of
          Buffalo Proj (FSA Insd)......................... 5.750    05/01/23      1,402,775
 2,000    Erie Cnty, NY Pub Impt Ser A (FGIC Insd)........ 5.250    03/15/20      2,178,000
 1,000    Erie Cnty, NY Pub Impt Ser C (AMBAC Insd)....... 5.500    07/01/29      1,094,220
 1,610    Grand Central NY Dist Mgt Assn Cap Impt Business
          Impt & Rfdg (b)................................. 5.000    01/01/16      1,736,095
 1,110    Islip NY Res Recovery 1985 Fac Ser E (AMT) (FSA
          Insd) (b)....................................... 5.750    07/01/18      1,246,907
 1,500    Long Island Pwr Auth NY Elec Sys Rev Gen Ser
          C............................................... 5.500    09/01/21      1,640,865
 1,000    Metropolitan Trans Auth NY Rev Ser A Rfdg (AMBAC
          Insd)........................................... 5.500    11/15/19      1,122,780
 2,000    Metropolitan Trans Auth NY Rev Ser A Rfdg (FSA
          Insd)........................................... 5.000    11/15/30      2,088,700
 1,500    Metropolitan Trans Auth NY Svc Contract Ser A
          Rfdg............................................ 5.125    01/01/29      1,565,715
 1,000    Metropolitan Trans Auth NY Svc Contract Ser B
          (MBIA Insd)..................................... 5.500    07/01/14      1,146,830
 1,500    Montgomery Cnty, NY Indl Dev Agy Lease Rev HFM
          Boces Ser A (XLCA Insd)......................... 5.000    07/01/24      1,582,875
 1,500    Montgomery Cnty, NY Indl Dev Agy Lease Rev HFM
          Boces Ser A (XLCA Insd)......................... 5.000    07/01/34      1,565,505
 2,000    Nassau Cnty, NY Interim Fin Auth Sales Tax Secd
          Ser A (Prerefunded @ 11/15/10).................. 5.750    11/15/15      2,266,960
   730    Nassau Cnty, NY Interim Fin Auth Sales Tax Secd
          Ser A1 (AMBAC Insd)............................. 5.375    11/15/15        809,431
   920    New York City Hsg Dev Corp Multi-Family Hsg Rev
          Ser A........................................... 5.850    11/01/20        970,646
 2,000    New York City Hsg Dev Corp Rev Cap Fd Pgm NYC
          Hsg Auth Pgm Ser A (FGIC Insd) (a).............. 5.000    07/01/25      2,114,260
 1,000    New York City Indl Dev Agy Pkg Royal Charter-NY
          Presbyterian (FSA Insd)......................... 5.250    12/15/11      1,113,870
 2,000    New York City Indl Dev Agy Spl Fac Rev Terminal
          One Group Assn Proj (AMT)....................... 6.000    01/01/15      2,028,480
 1,000    New York City Muni Wtr Fin Auth Wtr & Swr Sys
          Rev............................................. 5.500    06/15/33      1,088,530
 3,900    New York City Muni Wtr Fin Auth Wtr & Swr Sys
          Rev Ser B (FSA Insd)............................ 5.250    06/15/29      4,081,974
 2,000    New York City Muni Wtr Fin Auth Wtr & Swr Sys
          Rev Ser D....................................... 5.000    06/15/39      2,085,320
 1,325    New York City Muni Wtr Fin Ser B................ 6.000    06/15/33      1,509,029
 2,000    New York City Ser E (FSA Insd).................. 5.000    11/01/20      2,149,480
 3,000    New York City Ser G............................. 5.000    12/01/24      3,147,840
 1,250    New York City Ser K............................. 5.625    08/01/13      1,363,588
 1,000    New York City Ser K............................. 5.000    08/01/24      1,051,980
</Table>

See Notes to Financial Statements



                                      F-9
<PAGE>



VAN KAMPEN TRUST FOR INVESTMENT GRADE NEW YORK MUNICIPALS

PORTFOLIO OF INVESTMENTS -- APRIL 30, 2005 (UNAUDITED) continued

<Table>
<Caption>
PAR
AMOUNT
(000)     DESCRIPTION                                      COUPON   MATURITY      VALUE
- -------------------------------------------------------------------------------------------
<C>       <S>                                              <C>      <C>        <C>
          NEW YORK (CONTINUED)
$5,000    New York City Transitional Cultural Res Rev
          Amern Museum Nat History Ser A Rfdg (MBIA
          Insd)........................................... 5.000%   07/01/44   $  5,198,050
 1,500    New York City Transitional Fin Auth Rev Future
          Tax Secd Ser C (AMBAC Insd)..................... 5.250    08/01/21      1,629,765
 3,500    New York City Transitional Fin Auth Rev Future
          Tax Secd Ser D (MBIA Insd)...................... 5.250    02/01/19      3,837,925
 1,330    New York St Dorm Auth Lease Rev Court Fac Ser
          A............................................... 5.375    05/15/22      1,435,243
 1,000    New York St Dorm Auth Lease Rev Master Boces Pgm
          Ser A (FSA Insd)................................ 5.250    08/15/17      1,096,270
 2,200    New York St Dorm Auth Rev Catholic Hlth L.I.
          Oblig Grp....................................... 5.000    07/01/27      2,235,464
 6,500    New York St Dorm Auth Rev FHA Insd Mtg
          Montefiore Hosp (FGIC Insd)..................... 5.000    08/01/33      6,798,350
 2,500    New York St Dorm Auth Rev Grace Manor Hlthcare
          Fac............................................. 6.150    07/01/18      2,641,650
 1,000    New York St Dorm Auth Rev Hosp (MBIA Insd)...... 5.000    08/01/33      1,050,190
 1,340    New York St Dorm Auth Rev Insd Brooklyn Law Sch
          Ser B (XLCA Insd)............................... 5.375    07/01/23      1,486,006
 1,000    New York St Dorm Auth Rev Mem Sloan-Kettering
          Ctr Ser 1 (MBIA Insd)........................... 5.000    07/01/20      1,067,850
   100    New York St Dorm Auth Rev Mental Hlth Ser D (FSA
          Insd) (b)....................................... 5.750    08/15/12        111,319
 2,240    New York St Dorm Auth Rev Mental Hlth Ser D
          (Prerefunded @ 08/15/10) (FSA Insd) (b)......... 5.750    08/15/12      2,530,595
 2,250    New York St Dorm Auth Rev Mental Hlth Svc Fac
          Impt Ser B (AMBAC Insd)......................... 5.000    02/15/30      2,364,570
 1,250    New York St Dorm Auth Rev Mental Hlth Svc Fac
          Impt Ser B (AMBAC Insd)......................... 5.000    02/15/35      1,310,600
   830    New York St Dorm Auth Rev Mental Hlth Svc Ser B
          (MBIA Insd)..................................... 5.250    08/15/31        874,662
 1,000    New York St Dorm Auth Rev Sch Dist Fin Pgm Ser I
          (MBIA Insd)..................................... 5.750    10/01/18      1,137,170
 1,000    New York St Dorm Auth Rev Secd Hosp North Gen
          Hosp Rfdg....................................... 5.750    02/15/18      1,112,240
 1,000    New York St Dorm Auth Rev St Univ Ed Fac 1989
          Res (MBIA Insd)................................. 6.000    05/15/15      1,134,980
 1,000    New York St Dorm Auth Rev St Univ Ed Fac Ser A
          (MBIA Insd)..................................... 5.250    05/15/15      1,125,460
 5,010    New York St Dorm Auth Rev St Univ Ed Fac Ser B
          Rfdg............................................ 5.250    05/15/19      5,594,266
 1,250    New York St Dorm Auth St Personal Income Tax Rev
          Ed Ser A (AMBAC Insd)........................... 5.000    03/15/34      1,316,163
 1,365    New York St Energy Resh & Dev Auth Gas Fac Rev
          Brooklyn Union Gas Ser B (AMT) (MBIA Insd)...... 6.750    02/01/24      1,376,330
</Table>

                                               See Notes to Financial Statements


                                      F-10
<PAGE>


VAN KAMPEN TRUST FOR INVESTMENT GRADE NEW YORK MUNICIPALS

PORTFOLIO OF INVESTMENTS -- APRIL 30, 2005 (UNAUDITED) continued

<Table>
<Caption>
PAR
AMOUNT
(000)     DESCRIPTION                                      COUPON   MATURITY      VALUE
- -------------------------------------------------------------------------------------------
<C>       <S>                                              <C>      <C>        <C>
          NEW YORK (CONTINUED)
$4,000    New York St Energy Resh & Dev Auth Gas Fac Rev
          Brooklyn Union Gas Ser C (AMT) (MBIA Insd)...... 5.600%   06/01/25   $  4,067,640
 1,640    New York St Environmental Fac Corp St Clean Wtr
          & Drinking Revolving Fd Pooled Fin Pgm I........ 5.250    09/15/19      1,809,986
 2,000    New York St Environmental Fac Corp St Clean Wtr
          & Drinking Revolving Fd Ser B................... 5.000    06/15/21      2,134,380
 3,500    New York St Hsg Fin Agy Rev Multi-Family Hsg
          Secd Mtg Pgm Ser A (AMT)........................ 7.050    08/15/24      3,505,460
 2,000    New York St Hsg Fin Agy St Personal Income Tax
          Rev Econ Dev & Hsg Ser A (FGIC Insd)............ 5.000    09/15/30      2,102,560
 3,000    New York St Loc Govt Assistance Corp Ser E
          Rfdg............................................ 6.000    04/01/14      3,516,450
 1,050    New York St Med Care Fac Fin Agy Rev Saint
          Peter's Hosp Proj Ser A (AMBAC Insd)............ 5.375    11/01/20      1,073,058
 4,000    New York St Mtg Agy Rev Homeowner Mtg Ser 71
          (AMT)........................................... 5.400    04/01/29      4,165,520
 4,460    New York St Mtg Agy Rev Homeowner Mtg Ser 79
          (AMT)........................................... 5.300    04/01/29      4,627,785
 1,990    New York St Mtg Agy Rev Ser 101 (AMT)........... 5.400    04/01/32      2,054,914
 1,535    New York St Ser C Rfdg.......................... 5.000    04/15/17      1,652,305
 2,000    New York St Twy Auth Hwy & Brdg Tr Fd Ser A (FSA
          Insd)........................................... 5.250    04/01/19      2,190,920
 2,500    New York St Urban Dev Corp Rev Correctional Fac
          Ser A Rfdg...................................... 5.500    01/01/14      2,758,500
 1,625    New York St Urban Dev Corp Rev Proj Ctr for Indl
          Innovation Rfdg................................. 5.500    01/01/13      1,829,718
 1,000    Niagara Falls City Sch Dist Ctf Partn High Sch
          Fac Rfdg (FSA Insd) (a)......................... 5.000    06/15/25      1,057,360
 3,570    Niagara, NY Frontier Auth Arpt Buffalo Niagara
          Intl Arpt Ser A (AMT) (MBIA Insd)............... 5.625    04/01/29      3,835,751
 1,515    Rensselaer, NY Hsg Auth Multi-Family Rev Mtg
          Renwyck Pl Ser A................................ 7.650    01/01/11      1,533,195
 1,405    Rensselaer, NY Hsg Auth Multi-Family Rev Mtg Van
          Rensselaer Heights Ser A........................ 7.750    01/01/11      1,421,986
 5,445    Triborough Brdg & Tunl Auth NY Rev Gen Purp Ser
          A............................................... 5.250    01/01/18      5,948,064
 5,000    Triborough Brdg & Tunl Auth NY Rev Gen Purp Ser
          A............................................... 5.000    01/01/32      5,164,250
 2,000    Yonkers, NY Indl Dev Agy Civic Cmnty Dev Ppty
          Yonkers Inc Ser A............................... 6.625    02/01/26      2,160,100
 1,700    Yonkers, NY Ser A (FGIC Insd) (b)............... 5.750    10/01/14      1,914,455
                                                                               ------------
                                                                                154,262,810
                                                                               ------------
</Table>

See Notes to Financial Statements



                                      F-11
<PAGE>


VAN KAMPEN TRUST FOR INVESTMENT GRADE NEW YORK MUNICIPALS

PORTFOLIO OF INVESTMENTS -- APRIL 30, 2005 (UNAUDITED) continued

<Table>
<Caption>
PAR
AMOUNT
(000)     DESCRIPTION                                      COUPON   MATURITY      VALUE
- -------------------------------------------------------------------------------------------
<C>       <S>                                              <C>      <C>        <C>
          PUERTO RICO  8.0%
$5,000    Puerto Rico Comwlth Hwy & Trans Auth Hwy Rev Ser
          Y (FSA Insd).................................... 6.250%   07/01/21   $  6,347,150
 2,000    Puerto Rico Pub Bldg Auth Rev Govt Fac Ser I
          (Comwth Gtd).................................... 5.250    07/01/33      2,128,600
                                                                               ------------
                                                                                  8,475,750
                                                                               ------------
          U. S. VIRGIN ISLANDS  1.0%
 1,000    Virgin Islands Pub Fin Auth Rev Gross Rcpt Taxes
          Ln Nt Ser A (ACA Insd).......................... 6.125    10/01/29      1,119,510
                                                                               ------------

TOTAL LONG-TERM INVESTMENTS  154.0%
  (Cost $152,674,960).......................................................    163,858,070

SHORT-TERM INVESTMENTS  3.4%
  (Cost $3,600,000).........................................................      3,600,000
                                                                               ------------

TOTAL INVESTMENTS  157.4%
  (Cost $156,274,960).......................................................    167,458,070
LIABILITIES IN EXCESS OF OTHER ASSETS  (1.0%)...............................     (1,032,818)
PREFERRED SHARES (INCLUDING ACCRUED DISTRIBUTIONS)  (56.4%).................    (60,061,477)
                                                                               ------------

NET ASSETS APPLICABLE TO COMMON SHARES  100.0%..............................   $106,363,775
                                                                               ============
</Table>

Percentages are calculated as a percentage of net assets applicable to common
shares.

(a) Securities purchased on a when-issued or delayed delivery basis.

(b) The Trust owns 100% of the bond issuance.

ACA--American Capital Access

AMBAC--AMBAC Indemnity Corp.

AMT--Alternative Minimum Tax

Comwth Gtd--Commonwealth of Puerto Rico

FGIC--Financial Guaranty Insurance Co.

FSA--Financial Security Assurance Inc.

MBIA--Municipal Bond Investors Assurance Corp.

XLCA--XL Capital Assurance Inc.

                                               See Notes to Financial Statements


                                      F-12
<PAGE>


VAN KAMPEN TRUST FOR INVESTMENT GRADE NEW YORK MUNICIPALS

FINANCIAL STATEMENTS

Statement of Assets and Liabilities
April 30, 2005 (Unaudited)

<Table>
<S>                                                           <C>
ASSETS:
Total Investments (Cost $156,274,960).......................  $167,458,070
Cash........................................................        36,972
Receivables:
  Interest..................................................     2,316,969
  Investments Sold..........................................     1,207,377
Other.......................................................           466
                                                              ------------
    Total Assets............................................   171,019,854
                                                              ------------
LIABILITIES:
Payables:
  Investments Purchased.....................................     4,191,463
  Investment Advisory Fee...................................        74,644
  Income Distributions--Common Shares.......................        35,911
  Other Affiliates..........................................         7,437
Trustees' Deferred Compensation and Retirement Plans........       233,311
Accrued Expenses............................................        51,836
                                                              ------------
    Total Liabilities.......................................     4,594,602
Preferred Shares (including accrued distributions)..........    60,061,477
                                                              ------------
NET ASSETS APPLICABLE TO COMMON SHARES......................  $106,363,775
                                                              ============
NET ASSET VALUE PER COMMON SHARE ($106,363,775 divided by
  6,211,330 shares outstanding).............................  $      17.12
                                                              ============
NET ASSETS CONSIST OF:
Common Shares ($.01 par value with an unlimited number of
  shares authorized, 6,211,330 shares issued and
  outstanding)..............................................  $     62,113
Paid in Surplus.............................................    91,397,893
Net Unrealized Appreciation.................................    11,183,110
Accumulated Net Realized Gain...............................     2,925,044
Accumulated Undistributed Net Investment Income.............       795,615
                                                              ------------
NET ASSETS APPLICABLE TO COMMON SHARES......................  $106,363,775
                                                              ============
PREFERRED SHARES ($.01 par value, authorized 100,000,000
  shares, 2,400 issued with liquidation preference of
  $25,000 per share)........................................  $ 60,000,000
                                                              ============
NET ASSETS INCLUDING PREFERRED SHARES.......................  $166,363,775
                                                              ============
</Table>

See Notes to Financial Statements



                                      F-13
<PAGE>


VAN KAMPEN TRUST FOR INVESTMENT GRADE NEW YORK MUNICIPALS

FINANCIAL STATEMENTS continued

Statement of Operations
For the Six Months Ended April 30, 2005 (Unaudited)

<Table>
<S>                                                           <C>
INVESTMENT INCOME:
Interest....................................................  $ 4,145,346
                                                              -----------
EXPENSES:
Investment Advisory Fee.....................................      452,290
Preferred Share Maintenance.................................       82,240
Trustees' Fees and Related Expenses.........................       19,543
Legal.......................................................       14,133
Custody.....................................................        8,190
Other.......................................................       68,435
                                                              -----------
    Total Expenses..........................................      644,831
                                                              -----------
NET INVESTMENT INCOME.......................................  $ 3,500,515
                                                              ===========
REALIZED AND UNREALIZED GAIN/LOSS:
Net Realized Gain...........................................  $ 2,924,896
                                                              -----------
Unrealized Appreciation/Depreciation:
  Beginning of the Period...................................   14,373,387
  End of the Period.........................................   11,183,110
                                                              -----------
Net Unrealized Depreciation During the Period...............   (3,190,277)
                                                              -----------
NET REALIZED AND UNREALIZED LOSS............................  $  (265,381)
                                                              ===========
DISTRIBUTIONS TO PREFERRED SHAREHOLDERS.....................  $  (582,810)
                                                              ===========
NET INCREASE IN NET ASSETS APPLICABLE TO COMMON SHARES FROM
  OPERATIONS................................................  $ 2,652,324
                                                              ===========
</Table>

                                              See Notes to Financial Statements



                                      F-14
<PAGE>


VAN KAMPEN TRUST FOR INVESTMENT GRADE NEW YORK MUNICIPALS

FINANCIAL STATEMENTS continued

Statements of Changes in Net Assets (Unaudited)

<Table>
<Caption>
                                                               FOR THE            FOR THE
                                                           SIX MONTHS ENDED      YEAR ENDED
                                                            APRIL 30, 2005    OCTOBER 31, 2004
                                                           -----------------------------------
<S>                                                        <C>                <C>
FROM INVESTMENT ACTIVITIES:
Operations:
Net Investment Income.....................................   $  3,500,515       $  6,940,948
Net Realized Gain.........................................      2,924,896            304,285
Net Unrealized Appreciation/Depreciation During the
  Period..................................................     (3,190,277)         1,617,911
Distributions to Preferred Shareholders:
  Net Investment Income...................................       (558,985)          (547,440)
  Net Realized Gain.......................................        (23,825)          (143,319)
                                                             ------------       ------------
Change in Net Assets Applicable to Common Shares from
  Operations..............................................      2,652,324          8,172,385

Distributions to Common Shareholders:
  Net Investment Income...................................     (3,037,280)        (6,559,267)
  Net Realized Gain.......................................       (280,126)        (2,491,336)
                                                             ------------       ------------

NET CHANGE IN NET ASSETS APPLICABLE TO COMMON SHARES FROM
  INVESTMENT ACTIVITIES...................................       (665,082)          (878,218)

FROM CAPITAL TRANSACTIONS:
Value of Common Shares Issued Through Dividend
  Reinvestment............................................            -0-            133,318
                                                             ------------       ------------
TOTAL DECREASE IN NET ASSETS APPLICABLE TO COMMON
  SHARES..................................................       (665,082)          (744,900)

NET ASSETS APPLICABLE TO COMMON SHARES:
Beginning of the Period...................................    107,028,857        107,773,757
                                                             ------------       ------------
End of the Period (Including accumulated undistributed net
  investment income of $795,615 and $891,365,
  respectively)...........................................   $106,363,775       $107,028,857
                                                             ============       ============
</Table>

See Notes to Financial Statements



                                      F-15
<PAGE>


VAN KAMPEN TRUST FOR INVESTMENT GRADE NEW YORK MUNICIPALS

FINANCIAL HIGHLIGHTS (UNAUDITED)

THE FOLLOWING SCHEDULE PRESENTS FINANCIAL HIGHLIGHTS FOR ONE COMMON SHARE OF THE
TRUST OUTSTANDING THROUGHOUT THE PERIODS INDICATED.

<Table>
<Caption>
                                                            SIX MONTHS
                                                              ENDED
                                                            APRIL 30,     ------------------
                                                               2005        2004       2003
                                                            --------------------------------
<S>                                                         <C>           <C>        <C>
NET ASSET VALUE, BEGINNING OF THE PERIOD...................  $ 17.23      $ 17.37    $ 17.59
                                                             -------      -------    -------
  Net Investment Income....................................      .56         1.12       1.17
  Net Realized and Unrealized Gain/Loss....................     (.04)         .31        .20
  Common Share Equivalent of Distributions Paid to
  Preferred Shareholders:
    Net Investment Income..................................     (.09)        (.09)      (.06)
    Net Realized Gain......................................      -0-*        (.02)      (.04)
                                                             -------      -------    -------
Total from Investment Operations...........................      .43         1.32       1.27
Distributions Paid to Common Shareholders:
    Net Investment Income..................................     (.49)       (1.06)     (1.13)
    Net Realized Gain......................................     (.05)        (.40)      (.36)
                                                             -------      -------    -------
NET ASSET VALUE, END OF THE PERIOD.........................  $ 17.12      $ 17.23    $ 17.37
                                                             =======      =======    =======

Common Share Market Price at End of the Period.............  $ 15.20      $ 15.70    $ 16.60
Total Return (b)...........................................    0.27%**      3.24%     11.07%
Net Assets Applicable to Common Shares at End of the Period
  (In millions)............................................  $ 106.4      $ 107.0    $ 107.8
Ratio of Expenses to Average Net Assets Applicable to
  Common Shares (c)........................................    1.23%        1.37%      1.38%
Ratio of Net Investment Income to Average Net Assets
  Applicable to Common Shares (c)..........................    6.67%        6.56%      6.73%
Portfolio Turnover.........................................      24%**        10%        22%
SUPPLEMENTAL RATIOS:
Ratio of Expenses to Average Net Assets Including Preferred
  Shares (c)...............................................     .78%         .87%       .89%
Ratio of Net Investment Income to Average Net Assets
  Applicable to Common Shares (d)..........................    5.60%        6.04%      6.36%
SENIOR SECURITIES:
Total Preferred Shares Outstanding.........................    2,400        2,400      2,400
Asset Coverage Per Preferred Share (e).....................  $69,344      $69,600    $69,907
Involuntary Liquidating Preference Per Preferred Share.....  $25,000      $25,000    $25,000
Average Market Value Per Preferred Share...................  $25,000      $25,000    $25,000
</Table>

*  Amount is less than $.01.

** Non-Annualized

(a)As required, effective November 1, 2001, the Trust has adopted the provisions
   of the AICPA Audit and Accounting Guide for Investment Companies and began
   accreting market discount on fixed income securities. The effect of this
   change for the period ended October 31, 2002 was to increase net investment
   income per share by $.01, decrease net realized and unrealized gains and
   losses per share by $.01 and increase the ratio of net investment income to
   average net assets applicable to common shares by .05%. Per share, ratios and
   supplemental data for periods prior to October 31, 2002 have not been
   restated to reflect this change in presentation.

(b)Total return assumes an investment at the common share market price at the
   beginning of the period indicated, reinvestment of all distributions for the
   period in accordance with the Trust's dividend reinvestment plan, and sale of
   all shares at the closing common share market price at the end of the period
   indicated.

(c)Ratios do not reflect the effect of dividend payments to preferred
   shareholders.

(d)Ratios reflect the effect of dividend payments to preferred shareholders.

(e)Calculated by subtracting the Trust's total liabilities (not including the
   preferred shares) from the Trust's total assets and dividing this by the
   number of preferred shares outstanding.




                                      F-16
<PAGE>

<Table>
<Caption>

YEAR ENDED OCTOBER 31,
- ---------------------------------------------------------------------------------------
     2002 (a)    2001      2000      1999       1998       1997       1996       1995
- ---------------------------------------------------------------------------------------
<S>  <C>        <C>       <C>       <C>       <C>        <C>        <C>        <C>
     $ 17.50    $ 16.64   $ 16.32   $ 17.83   $  17.33   $  16.63   $  16.49   $  14.80
     -------    -------   -------   -------   --------   --------   --------   --------
        1.22       1.25      1.30      1.30       1.29       1.28       1.30       1.30
         .20       1.19       .43     (1.53)       .52        .70        .10       1.79
        (.12)      (.25)     (.39)     (.31)      (.33)      (.34)      (.36)      (.39)
        (.03)      (.10)      -0-       -0-       (.01)      (.01)       -0-        -0-
     -------    -------   -------   -------   --------   --------   --------   --------
        1.27       2.09      1.34      (.54)      1.47       1.63       1.04       2.70
       (1.06)      (.98)    (1.02)     (.96)      (.94)      (.90)      (.90)     (1.00)
        (.12)      (.25)      -0-      (.01)      (.03)      (.03)       -0-       (.01)
     -------    -------   -------   -------   --------   --------   --------   --------
     $ 17.59    $ 17.50   $ 16.64   $ 16.32   $  17.83   $  17.33   $  16.63   $  16.49
     =======    =======   =======   =======   ========   ========   ========   ========

     $ 16.31    $ 16.22   $15.375   $ 15.25   $17.6875   $15.5625   $ 14.625   $ 14.375
       7.98%     13.68%     7.80%    -8.73%     20.29%     13.08%      8.09%     17.49%
     $ 109.1    $ 108.5   $ 103.3   $ 101.3   $  110.5   $  107.5   $  103.2   $  102.2
       1.45%      1.67%     1.69%     1.68%      1.66%      1.70%      1.73%      1.78%
       7.06%      7.22%     8.00%     7.51%      7.35%      7.63%      7.92%      8.36%
         28%        15%       34%        4%         1%         8%        20%        54%
        .93%      1.07%     1.06%     1.07%      1.07%      1.08%      1.09%      1.10%
       6.35%      5.79%     5.62%     5.72%      5.45%      5.63%      5.78%      5.89%
       2,400      2,400     2,400     2,400      1,200      1,200      1,200      1,200
     $70,457    $70,227   $68,025   $67,197   $142,118   $139,565   $135,961   $135,197
     $25,000    $25,000   $25,000   $25,000   $ 50,000   $ 50,000   $ 50,000   $ 50,000
     $25,000    $25,000   $25,000   $25,000   $ 50,000   $ 50,000   $ 50,000   $ 50,000
</Table>

See Notes to Financial Statements



                                      F-17
<PAGE>


VAN KAMPEN TRUST FOR INVESTMENT GRADE NEW YORK MUNICIPALS

NOTES TO FINANCIAL STATEMENTS -- APRIL 30, 2005 (UNAUDITED)

1. SIGNIFICANT ACCOUNTING POLICIES

Van Kampen Trust for Investment Grade New York Municipals (the "Trust") is
registered as a non-diversified, closed-end management investment company under
the Investment Company Act of 1940 (the "1940 Act"), as amended. The Trust's
investment objective is to provide a high level of current income exempt from
federal as well as New York State and New York City income taxes, consistent
with preservation of capital. The Trust will invest substantially all of its
assets in New York municipal securities rated investment grade at the time of
investment, but may invest up to 20% of its assets in unrated securities which
are believed to be of comparable quality to those rated investment grade. The
Trust commenced investment operations on March 27, 1992.

    The following is a summary of significant accounting policies consistently
followed by the Trust in the preparation of its financial statements. The
preparation of financial statements in conformity with accounting principles
generally accepted in the United States of America requires management to make
estimates and assumptions that affect the reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities at the date of
the financial statements and the reported amounts of revenues and expenses
during the reporting period. Actual results could differ from those estimates.

A. SECURITY VALUATION Municipal bonds are valued by independent pricing services
or dealers using the mean of the bid and asked prices or, in the absence of
market quotations, at fair value based upon yield data relating to municipal
bonds with similar characteristics and general market conditions. Securities
which are not valued by independent pricing services or dealers are valued at
fair value using procedures established in good faith by the Board of Trustees.
Short-term securities with remaining maturities of 60 days or less are valued at
amortized cost, which approximates market value.

B. SECURITY TRANSACTIONS Security transactions are recorded on a trade date
basis. Realized gains and losses are determined on an identified cost basis. The
Trust may purchase and sell securities on a "when-issued" or "delayed delivery"
basis, with settlement to occur at a later date. The value of the security so
purchased is subject to market fluctuations during this period. The Trust will
segregate assets with the custodian having an aggregate value at least equal to
the amount of the when-issued or delayed delivery purchase commitments until
payment is made. At April 30, 2005, the Trust had $3,134,990 of when-issued and
delayed delivery purchase commitments.

C. INVESTMENT INCOME Interest income is recorded on an accrual basis. Bond
premium is amortized and discount is accreted over the expected life of each
applicable security.

D. FEDERAL INCOME TAXES It is the Trust's policy to comply with the requirements
of Subchapter M of the Internal Revenue Code applicable to regulated investment
companies and to distribute substantially all of its taxable income to its
shareholders. Therefore, no provision for federal income taxes is required.




                                      F-18
<PAGE>


VAN KAMPEN TRUST FOR INVESTMENT GRADE NEW YORK MUNICIPALS

NOTES TO FINANCIAL STATEMENTS -- APRIL 30, 2005 (UNAUDITED) continued

    At April 30, 2005 the cost and related gross unrealized appreciation and
depreciation are as follows:

<Table>
<S>                                                           <C>
Cost of investments for tax purposes........................  $155,903,410
                                                              ============
Gross tax unrealized appreciation...........................  $ 11,584,678
Gross tax unrealized depreciation...........................       (30,018)
                                                              ------------
Net tax unrealized appreciation on investments..............  $ 11,554,660
                                                              ============
</Table>

E. DISTRIBUTION OF INCOME AND GAINS The Trust declares and pays monthly
dividends from net investment income to common shareholders. Net realized gains,
if any, are distributed annually on a pro rata basis to common and preferred
shareholders. Distributions from net realized gains for book purposes may
include short-term capital gains, which are included as ordinary income for tax
purposes.

    The tax character of distributions paid during the year ended October 31,
2004 was as follows:

<Table>
<S>                                                           <C>
Distributions paid from:
  Ordinary income...........................................  $  217,923
  Long-Term capital gain....................................   2,497,499
                                                              ----------
                                                              $2,715,422
                                                              ==========
</Table>

    As of October 31, 2004, the components of distributable earnings on a tax
basis were as follows:

<Table>
<S>                                                           <C>
Undistributed ordinary income...............................  $  7,461
Undistributed long-term capital gain........................  $296,637
</Table>

2. INVESTMENT ADVISORY AGREEMENT AND OTHER TRANSACTIONS WITH AFFILIATES

Under the terms of the Trust's Investment Advisory Agreement, Van Kampen Asset
Management (the "Adviser") will provide investment advice and facilities to the
Trust for an annual fee payable monthly of .55% of the average daily net assets
of the Trust. Effective November 1, 2004, the investment advisory fee was
reduced from .60% to .55%.

    For the six months ended April 30, 2005, the Trust recognized expenses of
approximately $4,700 representing legal services provided by Skadden, Arps,
Slate, Meagher & Flom LLP, of which a trustee of the Trust is a partner of such
firm and he and his law firm provide legal services as legal counsel to the
Trust.

    Under separate Accounting Services and Legal Services agreements, the
Adviser provides accounting and legal services to the Trust. The Adviser
allocates the cost of such services to each trust. For the six months ended
April 30, 2005, the Trust recognized expenses of approximately $16,300
representing Van Kampen Investments Inc.'s or its affiliates' (collectively "Van
Kampen") cost of providing accounting and legal services to the Trust, which are
reported as part of "Other" and "Legal" expenses, respectively, in the Statement
of Operations.

    Certain officers and trustees of the Trust are also officers and directors
of Van Kampen. The Trust does not compensate its officers or trustees who are
also officers of Van Kampen.



                                      F-19
<PAGE>


VAN KAMPEN TRUST FOR INVESTMENT GRADE NEW YORK MUNICIPALS

NOTES TO FINANCIAL STATEMENTS -- APRIL 30, 2005 (UNAUDITED) continued

    The Trust provides deferred compensation and retirement plans for its
trustees who are not officers of Van Kampen. Under the deferred compensation
plan, trustees may elect to defer all or a portion of their compensation to a
later date. Benefits under the retirement plan are payable upon retirement for a
ten-year period and are based upon each trustee's years of service to the Trust.
The maximum annual benefit per trustee under the plan is $2,500.

3. CAPITAL TRANSACTIONS

At April 30, 2005 and October 31, 2004, paid in surplus related to common shares
aggregated $91,397,893. Transactions in common shares were as follows:

<Table>
<Caption>
                                                          SIX MONTHS ENDED       YEAR ENDED
                                                           APRIL 30, 2005     OCTOBER 31, 2004
<S>                                                       <C>                 <C>
Beginning Shares........................................     6,211,330           6,203,651
Shares Issued Through Dividend Reinvestment.............           -0-               7,679
                                                             ---------           ---------
Ending Shares...........................................     6,211,330           6,211,330
                                                             =========           =========
</Table>

4. INVESTMENT TRANSACTIONS

During the period, the cost of purchases and proceeds from sales of investments,
excluding short-term investments, were $39,024,110 and $42,328,822,
respectively.

5. PREFERRED SHARES

As of April 30, 2005, the Trust has outstanding 2,400 Auction Preferred Shares
("APS"). Dividends are cumulative and the dividend rate is generally reset every
28 days through an auction process. The rate in effect on April 30, 2005 was
2.400%. During the six months ended April 30, 2005, the rates ranged from 1.400%
to 2.400%.

    The Trust pays annual fees equivalent to .25% of the preferred share
liquidation value for the remarketing efforts associated with the preferred
auctions. These fees are included as a component of "Preferred Share
Maintenance" expense in the Statement of Operations.

    The APS are redeemable at the option of the Trust in whole or in part at the
liquidation value of $25,000 per share plus accumulated and unpaid dividends.
The Trust is subject to certain asset coverage tests and the APS are subject to
mandatory redemption if the tests are not met.

6. INDEMNIFICATIONS

The Trust enters into contracts that contain a variety of indemnifications. The
Trust's maximum exposure under these arrangements is unknown. However, the Trust
has not had prior claims or losses pursuant to these contracts and expects the
risk of loss to be remote.

7. TRUST MERGER

On May 11, 2005, the Trustees of New York Quality Municipal Trust and New York
Value Municipal Income Trust ("Target Trusts") announced its intention to merge
the Target Trusts into Trust for Investment Grade New York Municipals
("Acquiring Trust"). The Trustees of each of the trusts have approved in
principal an agreement and plan of reorganization between the trusts providing
for a transfer of assets and liabilities of the Target Trusts to the Acquiring
Trust in exchange for shares of beneficial interest of the Acquiring Trust (the




                                      F-20


<PAGE>


VAN KAMPEN TRUST FOR INVESTMENT GRADE NEW YORK MUNICIPALS

NOTES TO FINANCIAL STATEMENTS -- APRIL 30, 2005 (UNAUDITED) continued

"Reorganization"). The Reorganization is subject to the approval by the
shareholders of the Target Trusts.

8. DERIVATIVE FINANCIAL INSTRUMENTS

A derivative financial instrument in very general terms refers to a security
whose value is "derived" from the value of an underlying asset, reference rate
or index.

    The Trust may invest up to 15% of its net assets in "inverse floating rate
obligations." The inverse floating rate obligations in which the Trust may
invest are typically created through a division of a fixed-rate municipal
obligation into two separate instruments, a short-term obligation and a
long-term obligation. The interest rate on the short-term obligation is set at
periodic auctions. The interest rate on the long-term obligation which the Trust
may purchase is the rate the issuer would have paid on the fixed-income
obligation, (i) plus the difference between such fixed rate and the rate on the
short-term obligation, if the short-term rate is lower than the fixed rate: or
(ii) minus such difference if the interest rate on the short-term obligation is
higher than the fixed rate. These securities have varying degrees of liquidity
and the market value of such securities generally will fluctuate in response to
changes in market rates of interest to a greater extent than the value of an
equal principal amount of a fixed rate security having similar credit quality,
redemption provisions and maturity. These securities tend to underperform the
market for fixed rate bonds in a rising interest rate environment, but tend to
outperform the market for fixed rate bonds when interest rates decline or remain
relatively stable. Although volatile, inverse floating rate obligations
typically offer the potential for yields exceeding the yields available on fixed
rate bonds with comparable credit quality, coupon, call provisions and maturity.
These securities usually permit the investor to convert the floating rate
security counterpart to a fixed rate (normally adjusted downward), and this
optional conversion feature may provide a partial hedge against rising rates if
exercised at an opportune time.




                                      F-21
<PAGE>


VAN KAMPEN TRUST FOR INVESTMENT GRADE NEW YORK MUNICIPALS

BOARD OF TRUSTEES, OFFICERS AND IMPORTANT ADDRESSES

BOARD OF TRUSTEES

DAVID C. ARCH
JERRY D. CHOATE
ROD DAMMEYER
LINDA HUTTON HEAGY
R. CRAIG KENNEDY
HOWARD J KERR
MITCHELL M. MERIN*
JACK E. NELSON
RICHARD F. POWERS, III*
HUGO F. SONNENSCHEIN
WAYNE W. WHALEN* - Chairman
SUZANNE H. WOOLSEY

OFFICERS

MITCHELL M. MERIN
President and Chief Executive Officer

RONALD E. ROBISON
Executive Vice President and Principal Executive Officer

JOSEPH J. MCALINDEN
Executive Vice President and Chief Investment Officer

AMY R. DOBERMAN
Vice President

STEPHANIE V. CHANG
Vice President and Secretary

JOHN L. SULLIVAN
Chief Compliance Officer

JAMES W. GARRET
Chief Financial Officer and Treasurer

INVESTMENT ADVISER

VAN KAMPEN ASSET MANAGEMENT
1221 Avenue of the Americas
New York, New York 10020

CUSTODIAN

STATE STREET BANK AND TRUST COMPANY
225 Franklin Street
P.O. Box 1713
Boston, Massachusetts 02110

TRANSFER AGENT

EQUISERVE TRUST COMPANY, N.A.
P.O. Box 43011
Providence, Rhode Island 02940-3011

LEGAL COUNSEL

SKADDEN, ARPS, SLATE,
MEAGHER & FLOM LLP
333 West Wacker Drive
Chicago, Illinois 60606

INDEPENDENT REGISTERED PUBLIC

ACCOUNTING FIRM

DELOITTE & TOUCHE LLP
180 North Stetson Avenue
Chicago, Illinois 60601

*   "Interested persons" of the Trust, as defined in the Investment Company Act
    of 1940, as amended.



                                      F-22
<PAGE>


VAN KAMPEN

AN IMPORTANT NOTICE CONCERNING OUR U.S. PRIVACY POLICY

    We are required by federal law to provide you with a copy of our Privacy
Policy annually.

    The following Policy applies to current and former individual clients of Van
Kampen Investments Inc., Van Kampen Asset Management, Van Kampen Advisors Inc.,
Van Kampen Funds Inc., Van Kampen Investor Services Inc. and Van Kampen Exchange
Corp., as well as current and former individual investors in Van Kampen mutual
funds, unit investment trusts, and related companies.

    This Policy is not applicable to partnerships, corporations, trusts or other
non-individual clients or account holders, nor is this Policy applicable to
individuals who are either beneficiaries of a trust for which we serve as
trustee or participants in an employee benefit plan administered or advised by
us. This Policy is, however, applicable to individuals who select us to be a
custodian of securities or assets in individual retirement accounts, 401(k)
accounts, 529 Educational Savings Accounts, accounts subject to the Uniform
Gifts to Minors Act, or similar accounts.

    Please note that we may amend this Policy at any time, and will inform you
of any changes to this Policy as required by law.

WE RESPECT YOUR PRIVACY

We appreciate that you have provided us with your personal financial
information. We strive to maintain the privacy of such information while we help
you achieve your financial objectives. This Policy describes what non-public
personal information we collect about you, why we collect it, and when we may
share it with others.

    We hope this Policy will help you understand how we collect and share
non-public personal information that we gather about you. Throughout this
Policy, we refer to the non-public information that personally identifies you or
your accounts as "personal information."

1. WHAT PERSONAL INFORMATION DO WE COLLECT ABOUT YOU?

To serve you better and manage our business, it is important that we collect and
maintain accurate information about you. We may obtain this information from
applications and other forms you submit to us, from your dealings with us, from
consumer reporting agencies, from our Web sites and from third parties and other
sources.

    For example:

     --  We may collect information such as your name, address, e-mail address,
         telephone/fax numbers, assets, income and investment objectives through
         applications and other forms you submit to us.

     --  We may obtain information about account balances, your use of
         account(s) and the types of products and services you prefer to receive
         from us through your dealings and transactions with us and other
         sources.

     --  We may obtain information about your creditworthiness and credit
         history from consumer reporting agencies.

     --  We may collect background information from and through third-party
         vendors to verify representations you have made and to comply with
         various regulatory requirements.

     --  If you interact with us through our public and private Web sites, we
         may collect information that you provide directly through online
         communications (such as an e-mail address). We may also collect
         information about your Internet service provider, your domain name,
         your computer's operating system and Web browser, your use of our Web
         sites and your product and service preferences, through the use of
         "cookies." "Cookies" recognize your computer each time you return to
         one of our

                                                             (continued on back)




                                      F-23
<PAGE>


VAN KAMPEN

AN IMPORTANT NOTICE CONCERNING OUR U.S. PRIVACY POLICY continued

         sites, and help to improve our sites' content and personalize your
         experience on our sites by, for example, suggesting offerings that may
         interest you. Please consult the Terms of Use of these sites for more
         details on our use of cookies.

2. WHEN DO WE DISCLOSE PERSONAL INFORMATION WE COLLECT ABOUT YOU?

To provide you with the products and services you request, to serve you better
and to manage our business, we may disclose personal information we collect
about you to our affiliated companies and to non-affiliated third parties as
required or permitted by law.

A. INFORMATION WE DISCLOSE TO OUR AFFILIATED COMPANIES. We do not disclose
personal information that we collect about you to our affiliated companies
except to enable them to provide services on our behalf or as otherwise required
or permitted by law.

B. INFORMATION WE DISCLOSE TO THIRD PARTIES. We do not disclose personal
information that we collect about you to non-affiliated third parties except to
enable them to provide services on our behalf, to perform joint marketing
agreements with other financial institutions, or as otherwise required or
permitted by law. For example, some instances where we may disclose information
about you to non-affiliated third parties include: for servicing and processing
transactions, to offer our own products and services, to protect against fraud,
for institutional risk control, to respond to judicial process or to perform
services on our behalf. When we share personal information with these companies,
they are required to limit their use of personal information to the particular
purpose for which it was shared and they are not allowed to share personal
information with others except to fulfill that limited purpose.

3. HOW DO WE PROTECT THE SECURITY AND CONFIDENTIALITY OF PERSONAL INFORMATION WE
COLLECT ABOUT YOU?

We maintain physical, electronic and procedural security measures to help
safeguard the personal information we collect about you. We have internal
policies governing the proper handling of client information. Third parties that
provide support or marketing services on our behalf may also receive personal
information, and we require them to adhere to confidentiality standards with
respect to such information.

Van Kampen Funds Inc.
1 Parkview Plaza, P.O. Box 5555
Oakbrook Terrace, IL 60181-5555
www.vankampen.com

Copyright (C)2005 Van Kampen Funds Inc. All rights reserved.
Member NASD/SIPC.
VTN SAR 6/05 RN05-01316P-Y04/05
                                                   (VAN KAMPEN INVESTMENTS LOGO)




                                      F-24
<PAGE>











                                   APPENDIX G


         ANNUAL REPORT OF VAN KAMPEN NEW YORK QUALITY MUNICIPAL TRUST,
                             DATED OCTOBER 31, 2004


































                                       G-1




<PAGE>


Item 1. Report to Shareholders

The Trust's annual report transmitted to shareholders pursuant to Rule 30e-1
under the Investment Company Act of 1940 is as follows:

       Welcome, Shareholder

       In this report, you'll learn about how your investment in Van Kampen New
       York Quality Municipal Trust performed during the annual period. The
       portfolio management team will provide an overview of the market
       conditions and discuss some of the factors that affected investment
       performance during the reporting period. In addition, this report
       includes the trust's financial statements and a list of trust investments
       as of October 31, 2004.

       MARKET FORECASTS PROVIDED IN THIS REPORT MAY NOT NECESSARILY COME TO
       PASS. THERE IS NO ASSURANCE THAT THE TRUST WILL ACHIEVE ITS INVESTMENT
       OBJECTIVE. TRUSTS ARE SUBJECT TO MARKET RISK, WHICH IS THE POSSIBILITY
       THAT THE MARKET VALUES OF SECURITIES OWNED BY THE TRUST WILL DECLINE AND
       THAT THE VALUE OF TRUST SHARES MAY THEREFORE BE LESS THAN WHAT YOU PAID
       FOR THEM. ACCORDINGLY, YOU CAN LOSE MONEY INVESTING IN THIS TRUST.

       INCOME MAY SUBJECT CERTAIN INDIVIDUALS TO THE FEDERAL ALTERNATIVE MINIMUM
       TAX (AMT).

<Table>
<Caption>
         <S>                    <C>                                       <C>
         ---------------------------------------------------------------------------------------
            NOT FDIC INSURED             OFFER NO BANK GUARANTEE              MAY LOSE VALUE
         ---------------------------------------------------------------------------------------
                   NOT INSURED BY ANY FEDERAL GOVERNMENT AGENCY               NOT A DEPOSIT
         ---------------------------------------------------------------------------------------
</Table>


                                      G-2
<PAGE>



Performance Summary as of 10/31/04

<Table>
<Caption>
NEW YORK QUALITY MUNICIPAL TRUST
SYMBOL: VNM
- ---------------------------------------------------------
AVERAGE ANNUAL                   BASED ON      BASED ON
TOTAL RETURNS                      NAV       MARKET PRICE
<S>                              <C>         <C>

Since Inception (9/27/91)         8.27%          7.33%

10-year                           8.24           8.18

5-year                            9.54          10.87

1-year                            9.17          10.33
- ---------------------------------------------------------
</Table>

PERFORMANCE DATA QUOTED REPRESENTS PAST PERFORMANCE, WHICH IS NO GUARANTEE OF
FUTURE RESULTS, AND CURRENT PERFORMANCE MAY BE LOWER OR HIGHER THAN THE FIGURES
SHOWN. FOR THE MOST RECENT MONTH-END PERFORMANCE FIGURES, PLEASE VISIT
VANKAMPEN.COM OR SPEAK WITH YOUR FINANCIAL ADVISOR. INVESTMENT RETURNS, NET
ASSET VALUE (NAV) AND COMMON SHARE MARKET PRICE WILL FLUCTUATE AND TRUST SHARES,
WHEN SOLD, MAY BE WORTH MORE OR LESS THAN THEIR ORIGINAL COST.

NAV per share is determined by dividing the value of the trust's portfolio
securities, cash and other assets, less all liabilities, by the total number of
common shares outstanding. The common share market price is the price the market
is willing to pay for shares of the trust at a given time. Common share market
price is influenced by a range of factors, including supply and demand and
market conditions. Total return assumes an investment at the beginning of the
period, reinvestment of all distributions for the period in accordance with the
trust's dividend reinvestment plan, and sale of all shares at the end of the
period.

The Lehman Brothers New York Municipal Bond Index is a broad-based statistical
composite of New York municipal bonds. The index does not include any expenses,
fees or sales charges, which would lower performance. The index is unmanaged and
should not be considered an investment. It is not possible to invest directly in
an index.



                                      G-3
<PAGE>


Trust Report

FOR THE 12-MONTH PERIOD ENDED OCTOBER 31, 2004

Van Kampen New York Quality Municipal Trust is managed by the Adviser's
Municipal Fixed Income team.(1) Current members include Dennis Pietrzak,
Executive Director; Robert Wimmel, Vice President; and John Reynoldson,
Executive Director.

MARKET CONDITIONS

The interest-rate environment of the 12 months ended October 31, 2004 was marked
by two periods of steadily declining yields, with a significant sell-off in the
middle. Yields fell steadily through the first half of the period, approaching
the historical lows of 2003. This trend persisted until March, at which point
yields reversed direction and began an upward march as prices fell. These losses
were steepest in April, as a surprisingly strong employment report and signals
from members of the Federal Open Market Committee (the "Fed") caused investors
to expect a near-term rate increase. Rates went on to decline from May through
the end of the period as the market digested the Fed's newly hawkish rate
stance. Investors were further comforted when, after the Fed raised rates at its
June 30, 2004 meeting, its members indicated that the path of future rate
increases would be measured.

Unusually, longer-maturity securities largely outperformed in this period of Fed
tightening. Historically, the typical pattern in periods of tightening policy
has seen yields rise across all maturities. During the review period, however,
yields of shorter maturity bonds rose while those of bonds with longer
maturities declined slightly.

Lower-quality municipal bonds also performed strongly in this environment, as
the difference in yields (known as the "yield spread") between AAA and BBB rated
bonds decreased by roughly 20 basis points for 20-year bonds. As a result,
sectors with heavy exposure to lower-rated debt, such as hospitals and
industrial-revenue bonds, posted higher total returns than sectors dominated by
higher-rated debt.

Issuance for the first 10 months of 2004 (the final 10 months of the review
period) was roughly six percent lower than in the same period in 2003. That
said, 2003 was a record year, and at the current pace of issuance, 2004 could
well be one of the largest years in recent memory. The strong supply met with
faltering demand from mutual funds, as fund investors withdrew over $15 billion
in net cash during the period. This faltering demand was largely offset by
increased participation in the market by insurance companies and individual
investors.

(1)Team members may change without notice at any time.


                                      G-4
<PAGE>


While New York was still among the largest issuers in the country during the
period, its overall issuance fell by 18 percent for the first nine months of
2004 relative to the same period in 2003. Many local municipalities moved to
take advantage of relatively low interest rates during the period by refinancing
their existing debt. The state's ongoing economic improvement led to an upgrade
by Moody's.

PERFORMANCE ANALYSIS

The trust's return can be calculated based upon either the market price or the
net asset value (NAV) of its shares. NAV per share is determined by dividing the
value of the trust's portfolio securities, cash and other assets, less all
liabilities, by the total number of common shares outstanding, while market
price reflects the supply and demand for the shares. As a result, the two
returns can differ significantly. On both an NAV basis and a market price basis,
the trust outperformed its benchmark, the Lehman Brothers New York Municipal
Bond Index. (See table below.)

The trust uses leverage to enhance its dividend to common shareholders. The
trust borrows money at short-term rates through the issuance of preferred
shares. The proceeds are reinvested in longer-term securities, taking advantage
of the difference between short- and longer-term rates. The Fed's policy of
raising interest rates in the final months of the period made the trust's
borrowing activity more expensive. These expenses, however, were more than
offset by the strong performance of the bonds we invested in, leading to the
trust's outperformance versus its benchmark, which is unleveraged.

Interest rates spent much of the period at or near historic lows. Given these
levels, our analysis indicated that there was little room for rates to fall
further, and that as a result rates were more likely to go up than down over the
intermediate term. This analysis led us to reduce the trust's interest-rate
sensitivity to a level that was less than that of its benchmark. While this
approach served the trust well when rates rose in the late spring and early
summer, it was an overall drag on performance for the one-year period.

With interest rates at such low levels, several of the trust's holdings were
called away by issuers seeking to refinance their bonds at lower yields. Several
of the

TOTAL RETURN FOR THE 12-MONTH PERIOD ENDED OCTOBER 31, 2004

<Table>
<Caption>
- -------------------------------------------------------------------
        BASED ON       BASED ON     LEHMAN BROTHERS NEW YORK
          NAV        MARKET PRICE     MUNICIPAL BOND INDEX
<S>   <C>            <C>            <C>                       <C>

         9.17%          10.33%                5.79%
- -------------------------------------------------------------------
</Table>

PERFORMANCE DATA QUOTED REPRESENTS PAST PERFORMANCE, WHICH IS NO GUARANTEE OF
FUTURE RESULTS, AND CURRENT PERFORMANCE MAY BE LOWER OR HIGHER THAN THE FIGURES
SHOWN. INVESTMENT RETURN, NET ASSET VALUE AND COMMON SHARE MARKET PRICE WILL
FLUCTUATE AND TRUST SHARES, WHEN SOLD, MAY BE WORTH MORE OR LESS THAN THEIR
ORIGINAL COST. SEE PERFORMANCE SUMMARY FOR ADDITIONAL PERFORMANCE INFORMATION
AND INDEX DEFINITION.


                                      G-5
<PAGE>


trust's shorter maturity bonds were also prerefunded, and we sold many of these
securities to take advantage of more compelling opportunities elsewhere. We
reinvested the proceeds into securities that we believed had attractive total-
return prospects, emphasizing bonds in the 13- to 18-year portion of the yield
curve, especially those with the relatively lower interest-rate sensitivity.
These bonds offer the dual benefit of a strong income stream and moderate
vulnerability to shifting interest rates.

We continued to pursue relative value opportunities at the long end of the
market, buying securities when we believed they offered attractive value and
selling them once they met our performance targets in order to reinvest the
proceeds elsewhere. As part of our conservative approach to interest-rate
positioning, we also trimmed the trust's holdings of highly rate-sensitive zero
coupon bonds.

We remained focused on keeping the trust's risk profile within a reasonable
range through attention to credit quality and diversification. By the end of the
12-month period, more than 80 percent of the trust's total investments were
invested in bonds rated AAA and AA; these represent the two highest tiers of
credit ratings. The portfolio was also well diversified across the major sectors
of the municipal bond market. Its three largest sector exposures were general
purpose, transportation, and higher education.

While it is impossible to predict the exact turning point when interest rates
will move decisively higher, we believe the trust remains well positioned for
the near future. We will continue to comb the municipal bond markets for
interesting opportunities.

There is no guarantee that any securities mentioned will continue to perform
well or be held by the trust in the future.



                                      G-6
<PAGE>


<Table>
<Caption>
RATINGS ALLOCATION AS OF 10/31/04
<S>                                                                 <C>
AAA/Aaa                                                              45.5%
AA/Aa                                                                35.3
A/A                                                                  13.9
BBB/Baa                                                               4.5
Non-Rated                                                             0.8

<Caption>
TOP 5 SECTORS AS OF 10/31/04
<S>                                                                 <C>
General Purpose                                                      23.9%
Transportation                                                       20.0
Higher Education                                                     16.6
Water & Sewer                                                         9.4
Industrial Revenue                                                    7.9
</Table>

Subject to change daily. Provided for informational purposes only and should not
be deemed as a recommendation to buy or sell the securities mentioned or
securities in the sectors shown above. Ratings are as a percentage of total
investments. Sectors are as a percentage of long-term investments. Securities
are classified by sectors that represent broad groupings of related industries.
Van Kampen is a wholly owned subsidiary of a global securities firm which is
engaged in a wide range of financial services including, for example, securities
trading and brokerage activities, investment banking, research and analysis,
financing and financial advisory services. Rating allocations based upon ratings
as issued by Standard and Poor's and Moody's, respectively.



                                      G-7
<PAGE>


FOR MORE INFORMATION ABOUT PORTFOLIO HOLDINGS

       Each Van Kampen trust provides a complete schedule of portfolio holdings
       in its semiannual and annual reports within 60 days of the end of the
       trust's second and fourth fiscal quarters by filing the schedule
       electronically with the Securities and Exchange Commission (SEC). The
       semiannual reports are filed on Form N-CSRS and the annual reports are
       filed on Form N-CSR. Van Kampen also delivers the semiannual and annual
       reports to trust shareholders, and makes these reports available on its
       public web site, www.vankampen.com. In addition to the semiannual and
       annual reports that Van Kampen delivers to shareholders and makes
       available through the Van Kampen public web site, each trust files a
       complete schedule of portfolio holdings with the SEC for the trust's
       first and third fiscal quarters on Form N-Q. Van Kampen does not deliver
       the reports for the first and third fiscal quarters to shareholders, nor
       are the reports posted to the Van Kampen public web site. You may,
       however, obtain the Form N-Q filings (as well as the Form N-CSR and
       N-CSRS filings) by accessing the SEC's web site, http://www.sec.gov. You
       may also review and copy them at the SEC's Public Reference Room in
       Washington, DC. Information on the operation of the SEC's Public
       Reference Room may be obtained by calling the SEC at 1-202-942-8090. You
       can also request copies of these materials, upon payment of a duplicating
       fee, by electronic request at the SEC's e-mail address
       (publicinfo@sec.gov) or by writing the Public Reference section of the
       SEC, Washington, DC 20549-0102.

       In addition to filing a complete schedule of portfolio holdings with the
       SEC each fiscal quarter, each Van Kampen trust makes portfolio holdings
       information available by periodically providing the information on its
       public web site, www.vankampen.com. Each Van Kampen trust provides a
       complete schedule of portfolio holdings on the public web site on a
       calendar-quarter basis approximately 30 days after the close of the
       calendar quarter. Van Kampen closed-end funds do not presently provide
       partial lists of their portfolio holdings on a monthly basis, but may do
       so in the future.

       You may obtain copies of a trust's fiscal quarter filings, or its monthly
       or calendar-quarter web site postings, by contacting Van Kampen Client
       Relations at 1-800-847-2424.

PROXY VOTING POLICIES AND PROCEDURES AND PROXY VOTING RECORD

       The trust's policies and procedures with respect to the voting of proxies
       relating to the trust's portfolio securities and information on how the
       trust voted proxies relating to portfolio securities during the most
       recent twelve-month period ended June 30 is available without charge,
       upon request, by calling 1-800-847-2424 or by visiting our web site at
       www.vankampen.com. This information is also available on the Securities
       and Exchange Commission's web site at http://www.sec.gov.



                                      G-8
<PAGE>


VAN KAMPEN NEW YORK QUALITY MUNICIPAL TRUST

PORTFOLIO OF INVESTMENTS -- OCTOBER 31, 2004

<Table>
<Caption>
PAR
AMOUNT
(000)     DESCRIPTION                                      COUPON   MATURITY      VALUE
- -------------------------------------------------------------------------------------------
<C>       <S>                                              <C>      <C>        <C>
          MUNICIPAL BONDS  146.4%
          NEW YORK  136.3%
$1,000    Amherst, NY Indl Dev Agy Rev Fac Student Hsg Ser
          A (AMBAC Insd).................................. 5.750%   08/01/25   $  1,133,530
 1,250    Erie Cnty, NY Pub Impt Ser B (MBIA Insd)........ 5.250    04/01/18      1,396,062
 1,250    Erie Cnty, NY Indl Dev Agy Sch Fac Rev City of
          Buffalo Proj (FSA Insd)......................... 5.750    05/01/19      1,438,687
 3,365    Long Island Pwr Auth NY Elec Sys Rev Cap Apprec
          (FSA Insd)......................................   *      06/01/21      1,630,679
 2,000    Long Island Pwr Auth NY Elec Sys Rev Gen Ser
          C............................................... 5.500    09/01/19      2,194,080
 2,000    Metropolitan Trans Auth NY Rev Ser A Rfdg (AMBAC
          Insd)........................................... 5.500    11/15/19      2,276,360
 1,500    Metropolitan Trans Auth NY Svc Contract Ser A
          Rfdg............................................ 5.125    01/01/29      1,544,955
 1,000    Metropolitan Trans Auth NY Svc Contract Ser B
          (MBIA Insd)..................................... 5.500    07/01/14      1,161,960
 1,215    Monroe Cnty, NY Indl Dev Agy Rev Pub Impt Canal
          Ponds Park Ser A................................ 7.000    06/15/13      1,222,144
 1,125    Nassau Cnty, NY Impt Ser E (FSA Insd)........... 6.000    03/01/20      1,293,592
 2,000    Nassau Cnty, NY Interim Fin Auth Sales Tax Secd
          Ser A (Prerefunded @ 11/15/10).................. 5.750    11/15/15      2,319,920
   820    Nassau Cnty, NY Interim Fin Auth Sales Tax Secd
          Ser A-1 (AMBAC Insd)............................ 5.375    11/15/16        919,589
 1,000    Nassau Cnty, NY Interim Fin Auth Sales Tax Secd
          Ser B Rfdg (AMBAC Insd)......................... 5.000    11/15/17      1,097,120
   500    Nassau Cnty, NY Swr & Storm Ser B (MBIA Insd)... 5.000    10/01/20        540,390
 1,370    Nassau Cnty, NY Swr & Storm Ser B (MBIA Insd)... 5.000    10/01/22      1,463,311
 2,000    New York City Fiscal 2003 Ser I................. 5.750    03/01/16      2,260,360
 1,000    New York City Indl Dev Agy Fac Rev Royal
          Charter-NY Presbyterian (FSA Insd).............. 5.250    12/15/11      1,133,030
 2,000    New York City Indl Dev Agy Spl Fac Rev Terminal
          One Group Assn Proj (AMT)....................... 6.000    01/01/15      2,045,060
 1,000    New York City Muni Wtr Fin Auth Wtr & Swr Sys
          Rev............................................. 5.500    06/15/33      1,079,880
 2,000    New York City Muni Wtr Fin Auth Wtr & Swr Sys
          Rev Ser B (FSA Insd)............................ 5.000    06/15/29      2,062,260
 1,325    New York City Muni Wtr Fin Ser B................ 6.000    06/15/33      1,542,234
 2,175    New York City Muni Wtr Fin Ser B (Prerefunded @
          06/15/10)....................................... 6.000    06/15/33      2,556,060
 1,200    New York City Ser G............................. 5.250    08/01/16      1,295,388
 2,000    New York City Ser H (FGIC Insd)................. 6.000    08/01/12      2,360,280
 1,750    New York City Transitional Fin Auth Rev Future
          Tax Secd Ser B (MBIA Insd)...................... 5.250    05/01/16      1,934,713
 1,500    New York City Transitional Fin Auth Rev Future
          Tax Secd Ser D (MBIA Insd)...................... 5.250    02/01/19      1,650,000
 1,000    New York St Dorm Auth Lease Rev Court Fac Ser
          A............................................... 5.500    05/15/20      1,095,890
 2,000    New York St Dorm Auth Lease Rev St Univ Dorm
          Fac............................................. 5.375    07/01/16      2,205,720
</Table>

See Notes to Financial Statements


                                      G-9
<PAGE>


VAN KAMPEN NEW YORK QUALITY MUNICIPAL TRUST

PORTFOLIO OF INVESTMENTS -- OCTOBER 31, 2004 continued

<Table>
<Caption>
PAR
AMOUNT
(000)     DESCRIPTION                                      COUPON   MATURITY      VALUE
- -------------------------------------------------------------------------------------------
<C>       <S>                                              <C>      <C>        <C>
          NEW YORK (CONTINUED)
$1,000    New York St Dorm Auth Lease Rev St Univ Dorm Fac
          (Prerefunded @ 07/01/12)........................ 5.375%   07/01/20   $  1,150,920
 1,000    New York St Dorm Auth Lease Rev St Univ Dorm Fac
          (Prerefunded @ 07/01/12)........................ 5.000    07/01/32      1,125,540
 3,500    New York St Dorm Auth Rev City Univ Cons Third
          Ser 1 (FGIC Insd)............................... 5.250    07/01/25      3,726,205
 1,625    New York St Dorm Auth Rev City Univ Sys Cons Ser
          A............................................... 5.625    07/01/16      1,896,538
 2,500    New York St Dorm Auth Rev City Univ Sys Third
          Gen Res Ser 2 (Prerefunded @ 07/01/06).......... 6.000    07/01/20      2,720,875
 1,000    New York St Dorm Auth Rev Hosp (MBIA Insd)...... 5.000    08/01/33      1,033,070
 1,000    New York St Dorm Auth Rev Insd Brooklyn Law Sch
          Ser B (XLCA Insd)............................... 5.375    07/01/23      1,092,590
 1,500    New York St Dorm Auth Rev Mem Sloan-Kettering
          Ctr Ser 1 (MBIA Insd)........................... 5.000    07/01/20      1,608,360
 5,875    New York St Dorm Auth Rev Mental Hlth Fac Impt
          Ser B (b)....................................... 5.250    02/15/22      6,305,520
 1,000    New York St Dorm Auth Rev Sch Dist Fin Pgm Ser C
          (MBIA Insd)..................................... 5.375    10/01/15      1,122,470
 1,000    New York St Dorm Auth Rev Secd Hosp North Gen
          Hosp Rfdg....................................... 5.750    02/15/18      1,123,560
 1,370    New York St Dorm Auth Rev St Personal Income Tax
          Ed Ser A........................................ 5.375    03/15/20      1,505,466
 1,500    New York St Dorm Auth Rev St Univ Ed Fac
          (Prerefunded @ 05/15/06)........................ 5.750    05/15/10      1,619,640
 2,000    New York St Dorm Auth Rev St Univ Ed Fac 1989
          Res (MBIA Insd)................................. 6.000    05/15/16      2,317,400
 2,600    New York St Dorm Auth Rev St Univ Ed Fac Ser A
          (MBIA Insd)..................................... 5.250    05/15/15      2,969,928
 2,750    New York St Dorm Auth Revs Catholic Hlth L.I.
          Oblig Grp (a)................................... 5.100    07/01/34      2,736,058
 3,000    New York St Energy Resh & Dev Auth Gas Fac Rev
          Brooklyn Union Gas Ser C (AMT) (MBIA Insd)...... 5.600    06/01/25      3,051,690
   300    New York St Environmental Fac Corp Pollutn Ctl
          Rev St Wtr Revolving Fd Ser A (Escrowed to
          Maturity)....................................... 5.750    06/15/12        353,112
 1,290    New York St Environmental Fac Corp Pollutn Ctl
          Rev St Wtr Revolving Fd Ser E................... 6.600    06/15/09      1,314,329
    95    New York St Environmental Fac Corp Pollutn Ctl
          Rev St Wtr Ser 02............................... 5.750    06/15/12        111,207
   500    New York St Environmental Fac Corp Pollutn Ctl
          Rev St Wtr Ser 02 (Escrowed to Maturity)........ 5.750    06/15/12        588,520
 2,000    New York St Environmental Fac Corp Solid Waste
          Disp Rev Occidental Petroleum Corp Proj (AMT)... 6.100    11/01/30      2,065,100
 1,565    New York St Environmental Fac Corp St Clean Wtr
          & Drinking Revolving Fd Ser B................... 5.000    06/15/20      1,677,038
</Table>

                                               See Notes to Financial Statements


                                      G-10
<PAGE>


VAN KAMPEN NEW YORK QUALITY MUNICIPAL TRUST

PORTFOLIO OF INVESTMENTS -- OCTOBER 31, 2004 continued

<Table>
<Caption>
PAR
AMOUNT
(000)     DESCRIPTION                                      COUPON   MATURITY      VALUE
- -------------------------------------------------------------------------------------------
<C>       <S>                                              <C>      <C>        <C>
          NEW YORK (CONTINUED)
$1,340    New York St Hsg Fin Agy Rev Newburgh Interfaith
          Hsg Ser A....................................... 7.050%   11/01/12   $  1,342,345
 1,075    New York St Hsg Fin Agy St Personal Income Tax
          Rev Econ Dev & Hsg Ser A........................ 5.250    09/15/19      1,169,955
 2,300    New York St Hsg Fin Agy St Personal Income Tax
          Rev Econ Dev & Hsg Ser A (b).................... 5.250    09/15/21      2,475,329
 3,000    New York St Loc Govt Assist Corp Ser E Rfdg..... 6.000    04/01/14      3,563,790
 2,820    New York St Mtg Agy Rev Homeowner Mtg Ser 79
          (AMT)........................................... 5.300    04/01/29      2,891,290
 2,000    New York St Twy Auth Hwy & Brdg Tr Fd Ser A (FSA
          Insd)........................................... 5.250    04/01/19      2,182,580
 2,750    New York St Twy Auth Hwy & Brdg Tr Fd Ser B
          (FGIC Insd)..................................... 5.000    04/01/16      2,986,638
 1,540    New York St Twy Auth Svc Contract Rev Loc Hwy &
          Brdg............................................ 5.500    04/01/16      1,738,675
 5,000    New York St Twy Auth Svc Contract Rev Loc Hwy &
          Brdg (Prerefunded @ 04/01/11)................... 5.250    04/01/14      5,657,300
 3,460    New York St Twy Auth Svc Contract Rev Loc Hwy &
          Brdg (Prerefunded @ 04/01/12)................... 5.500    04/01/16      3,998,030
 1,500    New York St Urban Dev Corp Rev Personal Income
          Tax Ser C-1 (FGIC Insd)......................... 5.500    03/15/19      1,700,655
 2,000    New York St Urban Dev Corp Rev Personal Income
          Tax St Fac Ser A................................ 5.375    03/15/19      2,186,800
 1,115    New York St Urban Dev Corp Rev Proj Pine
          Barrens......................................... 5.375    04/01/17      1,149,821
 1,000    Rockland Cnty, NY Solid Waste Mgmt Auth Ser B
          (AMT) (AMBAC Insd).............................. 5.125    12/15/28      1,032,320
 1,000    Sales Tax Asset Receivable Corp Ser A (MBIA
          Insd) (a)....................................... 5.000    10/15/21      1,081,050
 1,000    Triborough Brdg & Tunl Auth NY Rev Gen Purp Ser
          A............................................... 5.250    01/01/17      1,092,530
 1,500    Triborough Brdg & Tunl Auth NY Rev Gen Purp Ser
          A............................................... 5.250    01/01/18      1,633,875
 4,000    Triborough Brdg & Tunl Auth NY Rev Gen Purp Ser
          A............................................... 5.000    01/01/32      4,090,440
 1,500    Yonkers, NY Indl Dev Agy Civic Fac Rev Cmnty Dev
          Ppty Yonkers Inc Ser A.......................... 6.625    02/01/26      1,618,140
                                                                               ------------
                                                                                131,659,953
                                                                               ------------
          PUERTO RICO  7.8%
 5,000    Puerto Rico Comwlth Pub Impt Ser A.............. 5.250    07/01/20      5,409,350
 2,000    Puerto Rico Pub Bldgs Auth Rev Govt Facs Ser I
          (Comwth Gtd).................................... 5.250    07/01/33      2,095,660
                                                                               ------------
                                                                                  7,505,010
                                                                               ------------
</Table>

See Notes to Financial Statements


                                      G-11
<PAGE>


VAN KAMPEN NEW YORK QUALITY MUNICIPAL TRUST

PORTFOLIO OF INVESTMENTS -- OCTOBER 31, 2004 continued

<Table>
<Caption>
PAR
AMOUNT
(000)     DESCRIPTION                                      COUPON   MATURITY      VALUE
- -------------------------------------------------------------------------------------------
<C>       <S>                                              <C>      <C>        <C>
          U. S. VIRGIN ISLANDS  2.3%
$2,000    Virgin Islands Pub Fin Auth Rev Gross Rcpt Taxes
          Ln Nt Ser A (ACA Insd).......................... 6.125%   10/01/29   $  2,240,920
                                                                               ------------

TOTAL LONG-TERM INVESTMENTS  146.4%
  (Cost $131,002,590).......................................................    141,405,883

SHORT-TERM INVESTMENTS  2.5%
  (Cost $2,400,000).........................................................      2,400,000
                                                                               ------------

TOTAL INVESTMENTS  148.9%
  (Cost $133,402,590).......................................................    143,805,883
LIABILITIES IN EXCESS OF OTHER ASSETS  (2.3%)...............................     (2,186,961)
PREFERRED SHARES (INCLUDING ACCRUED DISTRIBUTIONS)  (46.6%).................    (45,046,604)
                                                                               ------------

NET ASSETS APPLICABLE TO COMMON SHARES  100.0%..............................   $ 96,572,318
                                                                               ============
</Table>

Percentages are calculated as a percentage of net assets applicable to common
shares.

*   Zero coupon bond

(a) Securities purchased on a when-issued or delayed delivery basis.

(b) The Trust owns 100% of the bond issuance.

ACA--American Capital Access

AMBAC--AMBAC Indemnity Corp.

AMT--Alternative Minimum Tax

Comwth Gtd--Commonwealth of Puerto Rico

FGIC--Financial Guaranty Insurance Co.

FSA--Financial Security Assurance Inc.

MBIA--Municipal Bond Investors Assurance Corp.

XLCA--XL Capital Assurance Inc.

                                               See Notes to Financial Statements


                                      G-12
<PAGE>



VAN KAMPEN NEW YORK QUALITY MUNICIPAL TRUST

FINANCIAL STATEMENTS

Statement of Assets and Liabilities
October 31, 2004

<Table>
<S>                                                           <C>
ASSETS:
Total Investments (Cost $133,402,590).......................  $143,805,883
Cash........................................................        46,545
Receivables:
  Interest..................................................     1,822,729
  Investments Sold..........................................       130,000
Other.......................................................         2,445
                                                              ------------
    Total Assets............................................   145,807,602
                                                              ------------
LIABILITIES:
Payables:
  Investments Purchased.....................................     3,791,365
  Investment Advisory Fee...................................        71,699
  Income Distributions--Common Shares.......................        28,138
  Other Affiliates..........................................         7,837
Trustees' Deferred Compensation and Retirement Plans........       216,679
Accrued Expenses............................................        72,962
                                                              ------------
    Total Liabilities.......................................     4,188,680
Preferred Shares (including accrued distributions)..........    45,046,604
                                                              ------------
NET ASSETS APPLICABLE TO COMMON SHARES......................  $ 96,572,318
                                                              ============
NET ASSET VALUE PER COMMON SHARE ($96,572,318 divided by
  5,655,638 shares outstanding).............................  $      17.08
                                                              ============
NET ASSETS CONSIST OF:
Common Shares ($.01 par value with an unlimited number of
  shares authorized, 5,655,638 shares issued and
  outstanding)..............................................  $     56,556
Paid in Surplus.............................................    83,570,387
Net Unrealized Appreciation.................................    10,403,293
Accumulated Net Realized Gain...............................     1,794,925
Accumulated Undistributed Net Investment Income.............       747,157
                                                              ------------
NET ASSETS APPLICABLE TO COMMON SHARES......................  $ 96,572,318
                                                              ============
PREFERRED SHARES ($.01 par value, authorized 100,000,000
  shares, 1,800 issued with liquidation preference of
  $25,000 per share)........................................  $ 45,000,000
                                                              ============
NET ASSETS INCLUDING PREFERRED SHARES.......................  $141,572,318
                                                              ============
</Table>

See Notes to Financial Statements


                                      G-13
<PAGE>


VAN KAMPEN NEW YORK QUALITY MUNICIPAL TRUST

FINANCIAL STATEMENTS continued

Statement of Operations
For the Year Ended October 31, 2004

<Table>
<S>                                                           <C>
INVESTMENT INCOME:
Interest....................................................  $ 6,721,653
                                                              -----------
EXPENSES:
Investment Advisory Fee.....................................      841,887
Preferred Share Maintenance.................................      128,173
Trustees' Fees and Related Expenses.........................       65,000
Administrative Fee..........................................       41,028
Legal.......................................................       22,744
Custody.....................................................        8,887
Other.......................................................      120,437
                                                              -----------
    Total Expenses..........................................    1,228,156
                                                              -----------
NET INVESTMENT INCOME.......................................  $ 5,493,497
                                                              ===========
REALIZED AND UNREALIZED GAIN/LOSS:
Net Realized Gain...........................................  $ 1,795,555
                                                              -----------
Unrealized Appreciation/Depreciation:
  Beginning of the Period...................................    9,506,516
  End of the Period.........................................   10,403,293
                                                              -----------
Net Unrealized Appreciation During the Period...............      896,777
                                                              -----------
NET REALIZED AND UNREALIZED GAIN............................  $ 2,692,332
                                                              ===========
DISTRIBUTIONS TO PREFERRED SHAREHOLDERS.....................  $  (524,494)
                                                              ===========
NET INCREASE IN NET ASSETS APPLICABLE TO COMMON SHARES FROM
  OPERATIONS................................................  $ 7,661,335
                                                              ===========
</Table>

                                               See Notes to Financial Statements


                                      G-14
<PAGE>


VAN KAMPEN NEW YORK QUALITY MUNICIPAL TRUST

FINANCIAL STATEMENTS continued

Statements of Changes in Net Assets

<Table>
<Caption>
                                                                FOR THE            FOR THE
                                                               YEAR ENDED         YEAR ENDED
                                                            OCTOBER 31, 2004   OCTOBER 31, 2003
                                                            -----------------------------------
<S>                                                         <C>                <C>
FROM INVESTMENT ACTIVITIES:
Operations:
Net Investment Income.....................................    $ 5,493,497        $ 5,754,920
Net Realized Gain.........................................      1,795,555          1,838,729
Net Unrealized Appreciation/Depreciation During the
  Period..................................................        896,777           (674,859)
Distributions to Preferred Shareholders:
  Net Investment Income...................................       (486,341)          (124,202)
  Net Realized Gain.......................................        (38,153)          (348,817)
                                                              -----------        -----------
Change in Net Assets Applicable to Common Shares from
  Operations..............................................      7,661,335          6,445,771

Distributions to Common Shareholders:
  Net Investment Income...................................     (5,226,318)        (5,617,964)
  Net Realized Gain.......................................     (1,814,196)        (3,597,551)
                                                              -----------        -----------

NET CHANGE IN NET ASSETS APPLICABLE TO COMMON SHARES FROM
  INVESTMENT ACTIVITIES...................................        620,821         (2,769,744)

NET ASSETS APPLICABLE TO COMMON SHARES:
Beginning of the Period...................................     95,951,497         98,721,241
                                                              -----------        -----------
End of the Period (Including accumulated undistributed net
  investment income of $747,157 and $966,409,
  respectively)...........................................    $96,572,318        $95,951,497
                                                              ===========        ===========
</Table>

See Notes to Financial Statements


                                      G-15
<PAGE>


VAN KAMPEN NEW YORK QUALITY MUNICIPAL TRUST

FINANCIAL HIGHLIGHTS

THE FOLLOWING SCHEDULE PRESENTS FINANCIAL HIGHLIGHTS FOR ONE COMMON SHARE OF THE
TRUST OUTSTANDING THROUGHOUT THE PERIODS INDICATED.

<Table>
<Caption>

                                                              ------------------------------
                                                               2004       2003      2002 (a)
                                                              ------------------------------
<S>                                                           <C>        <C>        <C>
NET ASSET VALUE, BEGINNING OF THE PERIOD....................  $ 16.97    $ 17.46    $ 17.39
                                                              -------    -------    -------
  Net Investment Income.....................................      .97       1.01       1.07
  Net Realized and Unrealized Gain/Loss.....................      .48        .21        .24
  Common Share Equivalent of Distributions Paid to Preferred
  Shareholders:
    Net Investment Income...................................     (.09)      (.02)      (.09)
    Net Realized Gain.......................................     (.01)      (.06)      (.04)
                                                              -------    -------    -------
Total from Investment Operations............................     1.35       1.14       1.18
Distributions Paid to Common Shareholders:
    Net Investment Income...................................     (.92)      (.99)      (.97)
    Net Realized Gain.......................................     (.32)      (.64)      (.14)
                                                              -------    -------    -------
NET ASSET VALUE, END OF THE PERIOD..........................  $ 17.08    $ 16.97    $ 17.46
                                                              =======    =======    =======

Common Share Market Price at End of the Period..............  $ 15.43    $ 15.17    $ 15.45
Total Return (b)............................................   10.33%      8.82%      8.37%
Net Assets Applicable to Common Shares at End of the Period
  (In millions).............................................  $  96.6    $  96.0    $  98.7
Ratio of Expenses to Average Net Assets Applicable to Common
  Shares (c)................................................    1.29%      1.31%      1.38%
Ratio of Net Investment Income to Average Net Assets
  Applicable to Common Shares (c)...........................    5.76%      5.97%      6.31%
Portfolio Turnover..........................................      27%        22%        43%

SUPPLEMENTAL RATIOS:
Ratio of Expenses to Average Net Assets Including Preferred
  Shares (c)................................................     .88%       .90%       .94%
Ratio of Net Investment Income to Average Net Assets
  Applicable to Common Shares (d)...........................    5.25%      5.84%      5.76%

SENIOR SECURITIES:
Total Preferred Shares Outstanding..........................    1,800      1,800      1,800
Asset Coverage Per Preferred Share (e)......................  $78,677    $78,322    $79,871
Involuntary Liquidating Preference Per Preferred Share......  $25,000    $25,000    $25,000
Average Market Value Per Preferred Share....................  $25,000    $25,000    $25,000
</Table>

*  Non-Annualized

(a)As required, effective November 1, 2001, the Trust has adopted the provisions
   of the AICPA Audit and Accounting Guide for Investment Companies and began
   accreting market discount on fixed income securities. The effect of this
   change for the period ended October 31, 2002 was to increase net investment
   income per share by $.01, decrease net realized and unrealized gains and
   losses per share by $.01 and increase the ratio of net investment income to
   average net asset applicable to common shares by .01% Per share, ratios and
   supplemental data for the periods prior to October 31, 2002 have not been
   restated to reflect this change in presentation.

(b)Total return assumes an investment at the common share market price at the
   beginning of the period indicated, reinvestment of all distributions for the
   period in accordance with the Trust's dividend reinvestment plan, and sale of
   all shares at the closing common share market price at the end of the period
   indicated.

(c)Ratios do not reflect the effect of dividend payments to preferred
   shareholders.

(d)Ratios reflect the effect of dividend payments to preferred shareholders.

(e)Calculated by subtracting the Trust's total liabilities (not including the
   preferred shares) from the Trust's total assets and dividing this by the
   number of preferred shares outstanding.



                                      G-16
<PAGE>


NEW YORK QUALITY MUNICIPAL TRUST

FINANCIAL HIGHLIGHTS continued

<Table>
<Caption>
                                   TWO MONTHS
YEAR ENDED OCTOBER 31,                ENDED                YEAR ENDED AUGUST 31,
- --------------------------------   OCTOBER 31,   -----------------------------------------
      2001      2000      1999        1998         1998       1997       1996       1995
- ------------------------------------------------------------------------------------------
<S>  <C>       <C>       <C>       <C>           <C>        <C>        <C>        <C>
     $ 16.25   $ 15.73   $ 17.42    $  17.39     $  16.83   $  16.15   $  16.47   $  16.63
     -------   -------   -------    --------     --------   --------   --------   --------
        1.13      1.16      1.18         .20         1.21       1.22       1.25       1.24
        1.07       .57     (1.65)        .03          .56        .73       (.23)       .17
        (.26)     (.32)     (.25)       (.05)        (.28)      (.28)      (.29)      (.26)
         -0-       -0-      (.02)        -0-          -0-        -0-        -0-       (.04)
     -------   -------   -------    --------     --------   --------   --------   --------
        1.94      1.41      (.74)        .18         1.49       1.67        .73       1.11
        (.80)     (.89)     (.90)       (.15)        (.93)      (.99)     (1.05)     (1.05)
         -0-       -0-      (.05)        -0-          -0-        -0-        -0-       (.22)
     -------   -------   -------    --------     --------   --------   --------   --------
     $ 17.39   $ 16.25   $ 15.73    $  17.42     $  17.39   $  16.83   $  16.15   $  16.47
     =======   =======   =======    ========     ========   ========   ========   ========

     $ 15.30   $ 13.75   $13.375    $ 16.875     $  16.75   $ 16.125   $  16.50   $  15.50
      17.45%     9.64%   -15.88%       1.64%*       9.94%      3.94%     13.62%      9.73%
     $  98.4   $  91.9   $  89.0    $   98.5     $   98.3   $   95.2   $   91.2   $   92.9
       1.61%     1.73%     1.66%       1.67%        1.64%      1.68%      1.74%      1.76%
       6.62%     7.37%     7.03%       6.78%        7.08%      7.44%      7.52%      7.74%
         17%       39%       45%          1%*         26%        17%        23%        50%

       1.09%     1.15%     1.13%       1.15%        1.12%      1.13%      1.18%      1.17%
       5.11%     5.31%     5.53%       5.23%        5.42%      5.73%      5.77%      6.08%

       1,800     1,800     1,800         900          900        900        900        900
     $79,647   $76,055   $74,438    $159,452     $159,258   $155,768   $151,333   $153,270
     $25,000   $25,000   $25,000    $ 50,000     $ 50,000   $ 50,000   $ 50,000   $ 50,000
     $25,000   $25,000   $25,000    $ 50,000     $ 50,000   $ 50,000   $ 50,000   $ 50,000
</Table>

See Notes to Financial Statements


                                      G-17
<PAGE>


VAN KAMPEN NEW YORK QUALITY MUNICIPAL TRUST

NOTES TO FINANCIAL STATEMENTS -- OCTOBER 31, 2004

1. SIGNIFICANT ACCOUNTING POLICIES

Van Kampen New York Quality Municipal Trust (the "Trust") is registered as a
non-diversified, closed-end management investment company under the Investment
Company Act of 1940, as amended. The Trust's investment objective is to provide
a high level of current income exempt from federal as well as New York State and
New York City income taxes, consistent with preservation of capital. The Trust
will invest in a portfolio consisting substantially of New York municipal
obligations rated investment grade at the time of investment, but may invest up
to 20% of its assets in unrated securities which are believed to be of
comparable quality to those rated investment grade. The Trust commenced
investment operations on September 27, 1991. Effective November 30, 2003, the
Trust's investment adviser, Van Kampen Investment Advisory Corp. merged into its
affiliate, Van Kampen Asset Management (the "Adviser").

    The following is a summary of significant accounting policies consistently
followed by the Trust in the preparation of its financial statements. The
preparation of financial statements in conformity with accounting principles
generally accepted in the United States of America requires management to make
estimates and assumptions that affect the reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities at the date of
the financial statements and the reported amounts of revenues and expenses
during the reporting period. Actual results could differ from those estimates.

A. SECURITY VALUATION Municipal bonds are valued by independent pricing services
or dealers using the mean of the bid and asked prices or, in the absence of
market quotations, at fair value based upon yield data relating to municipal
bonds with similar characteristics and general market conditions. Securities
which are not valued by independent pricing services or dealers are valued at
fair value using procedures established in good faith by the Board of Trustees.
Short-term securities with remaining maturities of 60 days or less are valued at
amortized cost, which approximates market value.

B. SECURITY TRANSACTIONS Security transactions are recorded on a trade date
basis. Realized gains and losses are determined on an identified cost basis. The
Trust may purchase and sell securities on a "when-issued" or "delayed delivery"
basis, with settlement to occur at a later date. The value of the security so
purchased is subject to market fluctuations during this period. The Fund will
segregate assets with the custodian having an aggregate value at least equal to
the amount of the when-issued or delayed delivery purchase commitments until
payment is made. At October 31, 2004, the Trust had $3,791,365 of when-issued
and delayed delivery purchase commitments.

C. INVESTMENT INCOME Interest income is recorded on an accrual basis. Bond
premium is amortized and discount is accreted over the expected life of each
applicable security.

D. FEDERAL INCOME TAXES It is the Trust's policy to comply with the requirements
of the Internal Revenue Code applicable to regulated investment companies and to
distribute substantially all of its taxable income to its shareholders.
Therefore, no provision for federal income taxes is required.



                                      G-18
<PAGE>


VAN KAMPEN NEW YORK QUALITY MUNICIPAL TRUST

NOTES TO FINANCIAL STATEMENTS -- OCTOBER 31, 2004 continued

    At October 31, 2004 the cost and related gross unrealized appreciation and
depreciation are as follows:

<Table>
<S>                                                           <C>
Cost of investments for tax purposes........................  $133,181,314
                                                              ============
Gross tax unrealized appreciation...........................  $ 10,645,861
Gross tax unrealized depreciation...........................       (21,292)
                                                              ------------
Net tax unrealized appreciation on investments..............  $ 10,624,569
                                                              ============
</Table>

E. DISTRIBUTION OF INCOME AND GAINS The Trust declares and pays monthly
dividends from net investment income to common shareholders. Net realized gains,
if any, are distributed annually on a pro rata basis to common and preferred
shareholders. Distributions from net realized gains for book purposes may
include short-term capital gains, which are included as ordinary income for tax
purposes.

    The tax character of distributions paid during the years ended October 31,
2004 and 2003 was as follows:

<Table>
<Caption>
                                                                 2004          2003
<S>                                                           <C>           <C>
Distributions paid from:
  Ordinary income...........................................  $  194,594    $  121,134
  Long-term capital gain....................................   1,665,095     3,893,026
                                                              ----------    ----------
                                                              $1,859,689    $4,014,160
                                                              ==========    ==========
</Table>

    Due to inherent differences in the recognition of income, expenses, and
realized gains/losses under accounting principles generally accepted in the
United States of America and federal income tax purposes, permanent differences
between book and tax basis reporting have been identified and appropriately
reclassified on the Statement of Assets and Liabilities. A permanent differences
relating to book to tax accretion differences totaling $90 has been reclassified
from accumulated undistributed net investment income to accumulated net realized
gain.

    As of October 31, 2004, the components of distributable earnings on a tax
basis were as follows:

<Table>
<S>                                                           <C>
Undistributed ordinary income...............................  $  226,915
Undistributed long-term capital gain........................   1,727,881
</Table>

2. INVESTMENT ADVISORY AGREEMENT AND OTHER TRANSACTIONS WITH AFFILIATES

Under the terms of the Trust's Investment Advisory Agreement, the Adviser
provides investment advice and facilities to the Trust for an annual fee payable
monthly of .60% of the average daily net assets of the Trust. Effective November
1, 2004, the investment advisory fee was reduced from .60% to .55%. In addition,
the Trust paid a monthly administrative fee to Van Kampen Investments Inc. or
its affiliates (collectively "Van Kampen"), the Trust's Administrator, at an
annual rate of .05% of the average daily net assets of the Trust. Effective June
1, 2004, the administrative fee was reduced from .05% to .00%.

    For the year ended October 31, 2004, the Trust recognized expenses of
approximately $9,500 representing legal services provided by Skadden, Arps,
Slate, Meagher & Flom LLP,



                                      G-19
<PAGE>



VAN KAMPEN NEW YORK QUALITY MUNICIPAL TRUST

NOTES TO FINANCIAL STATEMENTS -- OCTOBER 31, 2004 continued

counsel to the Trust, of which a trustee of the Trust is a partner who provides
legal services to the Trust, and is therefore an affiliated person.

    Under separate Accounting Services and Legal Services agreements, the
Adviser provides accounting and legal services to the Trust. The Adviser
allocates the cost of such services to each trust. For the year ended October
31, 2004, the Trust recognized expenses of approximately $27,300 representing
Van Kampen's cost of providing accounting and legal services to the Trust, which
are reported as part of "Other" and "Legal" expenses, respectively, in the
Statement of Operations.

    Certain officers and trustees of the Trust are also officers and directors
of Van Kampen. The Trust does not compensate its officers or trustees who are
also officers of Van Kampen.

    The Trust has implemented deferred compensation and retirement plans for its
trustees who are not officers of Van Kampen. Under the deferred compensation
plan, trustees may elect to defer all or a portion of their compensation to a
later date. Benefits under the retirement plan are payable upon retirement for a
ten-year period and are based upon each trustee's years of service to the Trust.
The maximum annual benefit per trustee under the plan is $2,500.

3. INVESTMENT TRANSACTIONS

During the period, the cost of purchases and proceeds from sales of investments,
excluding short-term investments, were $36,649,660 and $36,764,876,
respectively.

4. PREFERRED SHARES

The Trust has outstanding 1,800 Auction Preferred Shares ("APS"). Dividends are
cumulative and the dividend rate is reset through an auction process every 28
days. The rate in effect on October 31, 2004 was 1.400%. During the year ended
October 31, 2004, the rates ranged from .917% to 1.500%.

    The Trust pays annual fees equivalent to .25% of the preferred share
liquidation value for the remarketing efforts associated with the preferred
auctions. These fees are included as a component of "Preferred Share
Maintenance" expense.

    The APS are redeemable at the option of the Trust in whole or in part at the
liquidation value of $25,000 per share plus accumulated and unpaid dividends.
The Trust is subject to certain asset coverage tests and the APS are subject to
mandatory redemption if the tests are not met.

5. INDEMNIFICATIONS

The Trust enters into contracts that contain a variety of indemnifications. The
Trust's maximum exposure under these arrangements is unknown. However, the Trust
has not had prior claims or losses pursuant to these contracts and expects the
risk of loss to be remote.



                                      G-20
<PAGE>



VAN KAMPEN NEW YORK QUALITY MUNICIPAL TRUST

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Trustees and Shareholders of Van Kampen New York Quality
Municipal Trust:

We have audited the accompanying statement of assets and liabilities of Van
Kampen New York Quality Municipal Trust (the "Trust"), including the portfolio
of investments, as of October 31, 2004, the related statement of operations for
the year then ended, the statements of changes in net assets for each of the two
years in the period then ended, and the financial highlights for each of the
five years in the period then ended. These financial statements and financial
highlights are the responsibility of the Trust's management. Our responsibility
is to express an opinion on these financial statements and financial highlights
based on our audits. The Trust's financial highlights for the periods ended
prior to October 31, 2000 were audited by other auditors whose report, dated
December 6, 1999, expressed an unqualified opinion on those financial
highlights.

    We conducted our audits in accordance with standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements and financial highlights are free of material misstatement. An audit
includes examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements. Our procedures included confirmation of
securities owned as of October 31, 2004, by correspondence with the Trust's
custodian and brokers. An audit also includes assessing the accounting
principles used and significant estimates made by management, as well as
evaluating the overall financial statement presentation. We believe that our
audits provide a reasonable basis for our opinion.

    In our opinion, the financial statements and financial highlights referred
to above present fairly, in all material respects, the financial position of Van
Kampen New York Quality Municipal Trust as of October 31, 2004, the results of
its operations for the year then ended, the changes in its net assets and the
financial highlights for the respective stated periods, in conformity with
accounting principles generally accepted in the United States of America.

DELOITTE & TOUCHE LLP
Chicago, Illinois
December 10, 2004



                                      G-21
<PAGE>


VAN KAMPEN NEW YORK QUALITY MUNICIPAL TRUST

DIVIDEND REINVESTMENT PLAN

    The Trust offers a dividend reinvestment plan (the "Plan") pursuant to which
Common Shareholders may elect to have dividends and capital gains distributions
reinvested in Common Shares of the Trust. The Trust declares dividends out of
net investment income, and will distribute annually net realized capital gains,
if any. Common Shareholders may join or withdraw from the Plan at any time.

    If you decide to participate in the Plan, State Street Bank and Trust
Company, as your Plan Agent, will automatically invest your dividends and
capital gains distributions in Common Shares of the Trust for your account.

HOW TO PARTICIPATE

    If you wish to participate and your shares are held in your own name, call
1-800-341-2929 for more information and a Plan brochure. If your shares are held
in the name of a brokerage firm, bank, or other nominee, you should contact your
nominee to see if it would participate in the Plan on your behalf. If you wish
to participate in the Plan, but your brokerage firm, bank or nominee is unable
to participate on your behalf, you should request that your shares be
re-registered in your own name which will enable your participation in the Plan.

HOW THE PLAN WORKS

    Participants in the Plan will receive the equivalent in Common Shares valued
on the valuation date, generally at the lower of market price or net asset
value, except as specified below. The valuation date will be the dividend or
distribution payment date or, if that date is not a trading day on the national
securities exchange or market system on which the Common Shares are listed for
trading, the next preceding trading day. If the market price per Common Share on
the valuation date equals or exceeds net asset value per Common Share on that
date, the Trust will issue new Common Shares to participants valued at the
higher of net asset value or 95% of the market price on the valuation date. In
the foregoing situation, the Trust will not issue Common Shares under the Plan
below net asset value. If net asset value per Common Share on the valuation date
exceeds the market price per Common Share on that date, or if the Board of
Trustees should declare a dividend or capital gains distribution payable to the
Common Shareholders only in cash, participants in the Plan will be deemed to
have elected to receive Common Shares from the Trust valued at the market price
on that date. Accordingly, in this circumstance, the Plan Agent will, as agent
for the participants, buy the Trust's Common Shares in the open market for the
participants' accounts on or shortly after the payment date. If, before the Plan
Agent has completed its purchases, the market price exceeds the net asset value
per share of the Common Shares, the average per share purchase price paid by the
Plan Agent may exceed the net asset value


                                      G-22
<PAGE>

VAN KAMPEN NEW YORK QUALITY MUNICIPAL TRUST

DIVIDEND REINVESTMENT PLAN continued

of the Trust's Common Shares, resulting in the acquisition of fewer Common
Shares than if the dividend or distribution had been paid in Common Shares
issued by the Trust. All reinvestments are in full and fractional Common Shares
and are carried to three decimal places.

    Experience under the Plan may indicate that changes are desirable.
Accordingly, the Trust reserves the right to amend or terminate the Plan as
applied to any dividend or distribution paid subsequent to written notice of the
changes sent to all Common Shareholders of the Trust at least 90 days before the
record date for the dividend or distribution. The Plan also may be amended or
terminated by the Plan Agent by at least 90 days written notice to all Common
Shareholders of the Trust.

COSTS OF THE PLAN

    The Plan Agent's fees for the handling of the reinvestment of dividends and
distributions will be paid by the Trust. However, each participant will pay a
prorata share of brokerage commissions incurred with respect to the Plan Agent's
open market purchases in connection with the reinvestment of dividends and
distributions. No other charges will be made to participants for reinvesting
dividends or capital gains distributions, except for certain brokerage
commissions, as described above.

TAX IMPLICATIONS

    You will receive tax information annually for your personal records and to
help you prepare your federal income tax return. The automatic reinvestment of
dividends and capital gains distributions does not relieve you of any income tax
which may be payable on dividends or distributions.

RIGHT TO WITHDRAW

    Plan participants may withdraw at any time by calling 1-800-341-2929 or by
writing State Street Bank and Trust Company, P.O. Box 8200, Boston, MA
02266-8200. If you withdraw, you will receive, without charge, a share
certificate issued in your name for all full Common Shares credited to your
account under the Plan and a cash payment will be made for any fractional Common
Share credited to your account under the Plan. You may again elect to
participate in the Plan at any time by calling 1-800-341-2929 or writing to the
Trust at:

                              Van Kampen Funds Inc.
                              Attn: Closed-End Funds
                                2800 Post Oak Blvd.
                                 Houston, TX 77056



                                      G-23
<PAGE>


VAN KAMPEN NEW YORK QUALITY MUNICIPAL TRUST

BOARD OF TRUSTEES AND IMPORTANT ADDRESSES

BOARD OF TRUSTEES

DAVID C. ARCH
J. MILES BRANAGAN
JERRY D. CHOATE
ROD DAMMEYER
LINDA HUTTON HEAGY
R. CRAIG KENNEDY
HOWARD J KERR
MITCHELL M. MERIN*
JACK E. NELSON
RICHARD F. POWERS, III*
HUGO F. SONNENSCHEIN
WAYNE W. WHALEN* - Chairman
SUZANNE H. WOOLSEY

INVESTMENT ADVISER

VAN KAMPEN ASSET MANAGEMENT
1221 Avenue of the Americas
New York, New York 10020

CUSTODIAN AND TRANSFER AGENT

STATE STREET BANK
AND TRUST COMPANY
c/o EquiServe
P.O. Box 43011
Providence, Rhode Island 02940-3011


LEGAL COUNSEL

SKADDEN, ARPS, SLATE,
MEAGHER & FLOM LLP
333 West Wacker Drive
Chicago, Illinois 60606

INDEPENDENT REGISTERED

PUBLIC ACCOUNTING FIRM

DELOITTE & TOUCHE LLP
180 North Stetson Avenue
Chicago, Illinois 60601

 For federal income tax purposes, the following information is furnished with
 respect to the distributions paid by the Trust during its taxable year ended
 October 31, 2004. The Trust designated 99.9% of the income distributions as a
 tax-exempt income distribution. The Trust designated and paid $1,665,095 as a
 long-term capital gain distribution. In January, the Trust provides tax
 information to shareholders for the preceding calendar year.

*   "Interested persons" of the Trust, as defined in the Investment Company Act
    of 1940, as amended.


                                      G-24
<PAGE>


VAN KAMPEN NEW YORK QUALITY MUNICIPAL TRUST

RESULTS OF SHAREHOLDER VOTES

The Annual Meeting of the Shareholders of the Trust was held on June 23, 2004,
where shareholders voted on the election of trustees.

With regards to the election of the following trustees by the common
shareholders of the Trust:

<Table>
<Caption>
                                                                      # OF SHARES
                                                             -----------------------------
                                                             IN FAVOR             WITHHELD
- ------------------------------------------------------------------------------------------
<S>                                                          <C>                  <C>
R. Craig Kennedy...........................................  4,650,734            289,863
Jack E. Nelson.............................................  4,654,734            285,863
Richard F. Powers, III.....................................  4,649,265            291,332
</Table>

With regards to the election of the following trustee by the preferred
shareholders of the Trust:

<Table>
<Caption>
                                                                      # OF SHARES
                                                              ----------------------------
                                                              IN FAVOR            WITHHELD
- ------------------------------------------------------------------------------------------
<S>                                                           <C>                 <C>
Hugo F. Sonnenschein........................................   1,784                 1
</Table>

The other trustees of the Trust whose terms did not expire in 2004 are David C.
Arch, J. Miles Branagan, Jerry D. Choate, Rod Dammeyer, Linda Hutton Heagy,
Howard J Kerr, Mitchell M. Merin, Wayne W. Whalen, and Suzanne H. Woolsey.



                                      G-25
<PAGE>


VAN KAMPEN NEW YORK QUALITY MUNICIPAL TRUST

TRUSTEE AND OFFICER INFORMATION

The business and affairs of the Trust are managed under the direction of the
Trust's Board of Trustees and the Trust's officers appointed by the Board of
Trustees. The tables below list the trustees and executive officers of the Trust
and their principal occupations during the last five years, other directorships
held by trustees and their affiliations, if any, with Van Kampen Investments
Inc. ("Van Kampen Investments"), Van Kampen Asset Management (the "Adviser"),
Van Kampen Funds Inc. (the "Distributor"), Van Kampen Advisors Inc., Van Kampen
Exchange Corp. and Van Kampen Investor Services Inc. ("Investor Services"). The
term "Fund Complex" includes each of the investment companies advised by the
Adviser or its affiliates as of the date of this Statement of Additional
Information. Trustees serve until reaching their retirement age or until their
successors are duly elected and qualified. Officers are annually elected by the
trustees.

INDEPENDENT TRUSTEES:

<Table>
<Caption>
                                                                                  NUMBER OF
                                            TERM OF                                FUNDS IN
                                           OFFICE AND                                FUND
                              POSITION(S)  LENGTH OF                               COMPLEX
NAME, AGE AND ADDRESS          HELD WITH      TIME     PRINCIPAL OCCUPATION(S)     OVERSEEN    OTHER DIRECTORSHIPS
OF INDEPENDENT TRUSTEE           TRUST       SERVED    DURING PAST 5 YEARS        BY TRUSTEE   HELD BY TRUSTEE
<S>                           <C>          <C>         <C>                        <C>          <C>
David C. Arch (59)            Trustee      Trustee     Chairman and Chief             85       Trustee/Director/Managing
Blistex Inc.                               since 1991  Executive Officer of                    General Partner of funds
1800 Swift Drive                                       Blistex Inc., a consumer                in the Fund Complex.
Oak Brook, IL 60523                                    health care products
                                                       manufacturer. Director of
                                                       the Heartland Alliance, a
                                                       nonprofit organization
                                                       serving human needs based
                                                       in Chicago. Director of
                                                       St. Vincent de Paul
                                                       Center, a Chicago based
                                                       day care facility serving
                                                       the children of low
                                                       income families. Board
                                                       member of the Illinois
                                                       Manufacturers'
                                                       Association.

J. Miles Branagan (72)        Trustee      Trustee     Private investor.              83       Trustee/Director/Managing
1632 Morning Mountain Road                 since 2003  Co-founder, and prior to                General Partner of funds
Raleigh, NC 27614                                      August 1996, Chairman,                  in the Fund Complex.
                                                       Chief Executive Officer
                                                       and President, MDT
                                                       Corporation (now known as
                                                       Getinge/Castle, Inc., a
                                                       subsidiary of Getinge
                                                       Industrier AB), a company
                                                       which develops,
                                                       manufactures, markets and
                                                       services medical and
                                                       scientific equipment.
</Table>



                                      G-26
<PAGE>


<Table>
<Caption>
VAN KAMPEN NEW YORK QUALITY MUNICIPAL TRUST
TRUSTEE AND OFFICER INFORMATION continued
                                                                                  NUMBER OF
                                            TERM OF                                FUNDS IN
                                           OFFICE AND                                FUND
                              POSITION(S)  LENGTH OF                               COMPLEX
NAME, AGE AND ADDRESS          HELD WITH      TIME     PRINCIPAL OCCUPATION(S)     OVERSEEN    OTHER DIRECTORSHIPS
OF INDEPENDENT TRUSTEE           TRUST       SERVED    DURING PAST 5 YEARS        BY TRUSTEE   HELD BY TRUSTEE
<S>                           <C>          <C>         <C>                        <C>          <C>

Jerry D. Choate (66)          Trustee      Trustee     Prior to January 1999,         83       Trustee/Director/Managing
33971 Selva Road                           since 2003  Chairman and Chief                      General Partner of funds
Suite 130                                              Executive Officer of the                in the Fund Complex.
Dana Point, CA 92629                                   Allstate Corporation                    Director of Amgen Inc., a
                                                       ("Allstate") and Allstate               biotechnological company,
                                                       Insurance Company. Prior                and Director of Valero
                                                       to January 1995,                        Energy Corporation, an
                                                       President and Chief                     independent refining
                                                       Executive Officer of                    company.
                                                       Allstate. Prior to August
                                                       1994, various management
                                                       positions at Allstate.
</Table>



                                      G-27
<PAGE>


<Table>
<Caption>
VAN KAMPEN NEW YORK QUALITY MUNICIPAL TRUST
TRUSTEE AND OFFICER INFORMATION continued
                                                                                  NUMBER OF
                                            TERM OF                                FUNDS IN
                                           OFFICE AND                                FUND
                              POSITION(S)  LENGTH OF                               COMPLEX
NAME, AGE AND ADDRESS          HELD WITH      TIME     PRINCIPAL OCCUPATION(S)     OVERSEEN    OTHER DIRECTORSHIPS
OF INDEPENDENT TRUSTEE           TRUST       SERVED    DURING PAST 5 YEARS        BY TRUSTEE   HELD BY TRUSTEE
<S>                           <C>          <C>         <C>                        <C>          <C>

Rod Dammeyer (64)             Trustee      Trustee     President of CAC, L.L.C.,      85       Trustee/Director/Managing
CAC, L.L.C.                                since 1991  a private company                       General Partner of funds
4350 LaJolla Village Drive                             offering capital                        in the Fund Complex.
Suite 980                                              investment and management               Director of Stericycle,
San Diego, CA 92122-6223                               advisory services. Prior                Inc., Ventana Medical
                                                       to February 2001, Vice                  Systems, Inc., and GATX
                                                       Chairman and Director of                Corporation, and Trustee
                                                       Anixter International,                  of The Scripps Research
                                                       Inc., a global                          Institute and the
                                                       distributor of wire,                    University of Chicago
                                                       cable and communications                Hospitals and Health
                                                       connectivity products.                  Systems. Prior to January
                                                       Prior to July 2000,                     2004, Director of
                                                       Managing Partner of                     TeleTech Holdings Inc.
                                                       Equity Group Corporate                  and Arris Group, Inc.
                                                       Investment (EGI), a                     Prior to May 2002,
                                                       company that makes                      Director of Peregrine
                                                       private investments in                  Systems Inc. Prior to
                                                       other companies.                        February 2001, Director
                                                                                               of IMC Global Inc. Prior
                                                                                               to July 2000, Director of
                                                                                               Allied Riser
                                                                                               Communications Corp.,
                                                                                               Matria Healthcare Inc.,
                                                                                               Transmedia Networks,
                                                                                               Inc., CNA Surety, Corp.
                                                                                               and Grupo Azcarero Mexico
                                                                                               (GAM).
</Table>



                                      G-28
<PAGE>



<Table>
<Caption>
VAN KAMPEN NEW YORK QUALITY MUNICIPAL TRUST
TRUSTEE AND OFFICER INFORMATION continued
                                                                                  NUMBER OF
                                            TERM OF                                FUNDS IN
                                           OFFICE AND                                FUND
                              POSITION(S)  LENGTH OF                               COMPLEX
NAME, AGE AND ADDRESS          HELD WITH      TIME     PRINCIPAL OCCUPATION(S)     OVERSEEN    OTHER DIRECTORSHIPS
OF INDEPENDENT TRUSTEE           TRUST       SERVED    DURING PAST 5 YEARS        BY TRUSTEE   HELD BY TRUSTEE
<S>                           <C>          <C>         <C>                        <C>          <C>

Linda Hutton Heagy (56)       Trustee      Trustee     Managing Partner of            83       Trustee/Director/Managing
Heidrick & Struggles                       since 2003  Heidrick & Struggles, an                General Partner of funds
233 South Wacker Drive                                 executive search firm.                  in the Fund Complex.
Suite 7000                                             Trustee on the University
Chicago, IL 60606                                      of Chicago Hospitals
                                                       Board, Vice Chair of the
                                                       Board of the YMCA of
                                                       Metropolitan Chicago and
                                                       a member of the Women's
                                                       Board of the University
                                                       of Chicago. Prior to
                                                       1997, Partner of Ray &
                                                       Berndtson, Inc., an
                                                       executive recruiting
                                                       firm. Prior to 1996,
                                                       Trustee of The
                                                       International House
                                                       Board, a fellowship and
                                                       housing organization for
                                                       international graduate
                                                       students. Prior to 1995,
                                                       Executive Vice President
                                                       of ABN AMRO, N.A., a bank
                                                       holding company. Prior to
                                                       1992, Executive Vice
                                                       President of La Salle
                                                       National Bank.

R. Craig Kennedy (52)         Trustee      Trustee     Director and President of      83       Trustee/Director/Managing
1744 R Street, NW                          since 2003  the German Marshall Fund                General Partner of funds
Washington, DC 20009                                   of the United States, an                in the Fund Complex.
                                                       independent U.S.
                                                       foundation created to
                                                       deepen understanding,
                                                       promote collaboration and
                                                       stimulate exchanges of
                                                       practical experience
                                                       between Americans and
                                                       Europeans. Formerly,
                                                       advisor to the Dennis
                                                       Trading Group Inc., a
                                                       managed futures and
                                                       option company that
                                                       invests money for
                                                       individuals and
                                                       institutions. Prior to
                                                       1992, President and Chief
                                                       Executive Officer,
                                                       Director and member of
                                                       the Investment Committee
                                                       of the Joyce Foundation,
                                                       a private foundation.

Howard J Kerr (69)            Trustee      Trustee     Prior to 1998, President       85       Trustee/Director/Managing
736 North Western Avenue                   since 1992  and Chief Executive                     General Partner of funds
P.O. Box 317                                           Officer of Pocklington                  in the Fund Complex.
Lake Forest, IL 60045                                  Corporation, Inc., an                   Director of the Lake
                                                       investment holding                      Forest Bank & Trust.
                                                       company. Director of the
                                                       Marrow Foundation.
</Table>



                                      G-29
<PAGE>



<Table>
<Caption>
VAN KAMPEN NEW YORK QUALITY MUNICIPAL TRUST
TRUSTEE AND OFFICER INFORMATION continued
                                                                                  NUMBER OF
                                            TERM OF                                FUNDS IN
                                           OFFICE AND                                FUND
                              POSITION(S)  LENGTH OF                               COMPLEX
NAME, AGE AND ADDRESS          HELD WITH      TIME     PRINCIPAL OCCUPATION(S)     OVERSEEN    OTHER DIRECTORSHIPS
OF INDEPENDENT TRUSTEE           TRUST       SERVED    DURING PAST 5 YEARS        BY TRUSTEE   HELD BY TRUSTEE
<S>                           <C>          <C>         <C>                        <C>          <C>

Jack E. Nelson (68)           Trustee      Trustee     President of Nelson            83       Trustee/Director/Managing
423 Country Club Drive                     since 2003  Investment Planning                     General Partner of funds
Winter Park, FL 32789                                  Services, Inc., a                       in the Fund Complex.
                                                       financial planning
                                                       company and registered
                                                       investment adviser in the
                                                       State of Florida.
                                                       President of Nelson Ivest
                                                       Brokerage Services Inc.,
                                                       a member of the NASD,
                                                       Securities Investors
                                                       Protection Corp. and the
                                                       Municipal Securities
                                                       Rulemaking Board.
                                                       President of Nelson Sales
                                                       and Services Corporation,
                                                       a marketing and services
                                                       company to support
                                                       affiliated companies.

Hugo F. Sonnenschein (64)     Trustee      Trustee     President Emeritus and         85       Trustee/Director/Managing
1126 E. 59th Street                        since 1994  Honorary Trustee of the                 General Partner of funds
Chicago, IL 60637                                      University of Chicago and               in the Fund Complex.
                                                       the Adam Smith                          Director of Winston
                                                       Distinguished Service                   Laboratories, Inc.
                                                       Professor in the
                                                       Department of Economics
                                                       at the University of
                                                       Chicago. Prior to July
                                                       2000, President of the
                                                       University of Chicago.
                                                       Trustee of the University
                                                       of Rochester and a member
                                                       of its investment
                                                       committee. Member of the
                                                       National Academy of
                                                       Sciences, the American
                                                       Philosophical Society and
                                                       a fellow of the American
                                                       Academy of Arts and
                                                       Sciences.

Suzanne H. Woolsey, Ph.D.     Trustee      Trustee     Chief Communications           83       Trustee/Director/Managing
(62)                                       since 2003  Officer of the National                 General Partner of funds
815 Cumberstone Road                                   Academy of                              in the Fund Complex.
Harwood, MD 20776                                      Sciences/National                       Director of Fluor Corp.,
                                                       Research Council, an                    an engineering,
                                                       independent, federally                  procurement and
                                                       chartered policy                        construction
                                                       institution, from 2001 to               organization, since
                                                       November 2003 and Chief                 January 2004 and Director
                                                       Operating Officer from                  of Neurogen Corporation,
                                                       1993 to 2001. Director of               a pharmaceutical company,
                                                       the Institute for Defense               since January 1998.
                                                       Analyses, a federally
                                                       funded research and
                                                       development center,
                                                       Director of the German
                                                       Marshall Fund of the
                                                       United States, Director
                                                       of the Rocky Mountain
                                                       Institute and Trustee of
                                                       Colorado College. Prior
                                                       to 1993, Executive
                                                       Director of the
                                                       Commission on Behavioral
                                                       and Social Sciences and
                                                       Education at the National
                                                       Academy of
                                                       Sciences/National
                                                       Research Council. From
                                                       1980 through 1989,
                                                       Partner of Coopers &
                                                       Lybrand.
</Table>



                                      G-30
<PAGE>


VAN KAMPEN NEW YORK QUALITY MUNICIPAL TRUST

TRUSTEE AND OFFICER INFORMATION continued

INTERESTED TRUSTEES:*

<Table>
<Caption>
                                                                                  NUMBER OF
                                            TERM OF                                FUNDS IN
                                           OFFICE AND                                FUND
                              POSITION(S)  LENGTH OF                               COMPLEX
NAME, AGE AND ADDRESS          HELD WITH      TIME     PRINCIPAL OCCUPATION(S)     OVERSEEN    OTHER DIRECTORSHIPS
OF INTERESTED TRUSTEE            TRUST       SERVED    DURING PAST 5 YEARS        BY TRUSTEE   HELD BY TRUSTEE
<S>                           <C>          <C>         <C>                        <C>          <C>

Mitchell M. Merin* (51)       Trustee,     Trustee     President and Chief            83       Trustee/Director/Managing
1221 Avenue of the Americas   President    since       Executive Officer of                    General Partner of funds
New York, NY 10020            and Chief    2003;       funds in the Fund                       in the Fund Complex.
                              Executive    President   Complex. Chairman,
                              Officer      and Chief   President, Chief
                                           Executive   Executive Officer and
                                           Officer     Director of the Adviser
                                           since 2002  and Van Kampen Advisors
                                                       Inc. since December 2002.
                                                       Chairman, President and
                                                       Chief Executive Officer
                                                       of Van Kampen Investments
                                                       since December 2002.
                                                       Director of Van Kampen
                                                       Investments since
                                                       December 1999. Chairman
                                                       and Director of Van
                                                       Kampen Funds Inc. since
                                                       December 2002. President,
                                                       Director and Chief
                                                       Operating Officer of
                                                       Morgan Stanley Investment
                                                       Management since December
                                                       1998. President and
                                                       Director since April 1997
                                                       and Chief Executive
                                                       Officer since June 1998
                                                       of Morgan Stanley
                                                       Investment Advisors Inc.
                                                       and Morgan Stanley
                                                       Services Company Inc.
                                                       Chairman, Chief Executive
                                                       Officer and Director of
                                                       Morgan Stanley
                                                       Distributors Inc. since
                                                       June 1998. Chairman since
                                                       June 1998, and Director
                                                       since January 1998 of
                                                       Morgan Stanley Trust.
                                                       Director of various
                                                       Morgan Stanley
                                                       subsidiaries. President
                                                       of the Morgan Stanley
                                                       Funds since May 1999.
                                                       Previously Chief
                                                       Executive Officer of Van
                                                       Kampen Funds Inc. from
                                                       December 2002 to July
                                                       2003, Chief Strategic
                                                       Officer of Morgan Stanley
                                                       Investment Advisors Inc.
                                                       and Morgan Stanley
                                                       Services Company Inc. and
                                                       Executive Vice President
                                                       of Morgan Stanley
                                                       Distributors Inc. from
                                                       April 1997 to June 1998.
                                                       Chief Executive Officer
                                                       from September 2002 to
                                                       April 2003 and Vice
                                                       President from May 1997
                                                       to April 1999 of the
                                                       Morgan Stanley Funds.
</Table>



                                      G-31
<PAGE>


<Table>
<Caption>
VAN KAMPEN NEW YORK QUALITY MUNICIPAL TRUST
TRUSTEE AND OFFICER INFORMATION continued
                                                                                  NUMBER OF
                                            TERM OF                                FUNDS IN
                                           OFFICE AND                                FUND
                              POSITION(S)  LENGTH OF                               COMPLEX
NAME, AGE AND ADDRESS          HELD WITH      TIME     PRINCIPAL OCCUPATION(S)     OVERSEEN    OTHER DIRECTORSHIPS
OF INTERESTED TRUSTEE            TRUST       SERVED    DURING PAST 5 YEARS        BY TRUSTEE   HELD BY TRUSTEE
<S>                           <C>          <C>         <C>                        <C>          <C>

Richard F. Powers, III* (58)  Trustee      Trustee     Advisory Director of           85       Trustee/Director/Managing
1 Parkview Plaza                           since 1999  Morgan Stanley. Prior to                General Partner of funds
P.O. Box 5555                                          December 2002, Chairman,                in the Fund Complex.
Oakbrook Terrace, IL 60181                             Director, President,
                                                       Chief Executive Officer
                                                       and Managing Director of
                                                       Van Kampen Investments
                                                       and its investment
                                                       advisory, distribution
                                                       and other subsidiaries.
                                                       Prior to December 2002,
                                                       President and Chief
                                                       Executive Officer of
                                                       funds in the Fund
                                                       Complex. Prior to May
                                                       1998, Executive Vice
                                                       President and Director of
                                                       Marketing at Morgan
                                                       Stanley and Director of
                                                       Dean Witter, Discover &
                                                       Co. and Dean Witter
                                                       Realty. Prior to 1996,
                                                       Director of Dean Witter
                                                       Reynolds Inc.

Wayne W. Whalen* (65)         Trustee      Trustee     Partner in the law firm        85       Trustee/Director/Managing
333 West Wacker Drive                      since 1991  of Skadden, Arps, Slate,                General Partner of funds
Chicago, IL 60606                                      Meagher & Flom LLP, legal               in the Fund Complex.
                                                       counsel to funds in the
                                                       Fund Complex.
</Table>

*   Such Trustee is an "interested person" (within the meaning of Section
    2(a)(19) of the 1940 Act). Mr. Whalen is an interested person of certain
    funds in the Fund Complex by reason of his firm currently acting as legal
    counsel to such funds in the Fund Complex. Messrs. Merin and Powers are
    interested persons of funds in the Fund Complex and the Adviser by reason of
    their current or former positions with Morgan Stanley or its affiliates.



                                      G-32
<PAGE>


VAN KAMPEN NEW YORK QUALITY MUNICIPAL TRUST

TRUSTEE AND OFFICER INFORMATION continued

OFFICERS:

<Table>
<Caption>
                                                     TERM OF
                                                    OFFICE AND
                                   POSITION(S)      LENGTH OF
NAME, AGE AND                       HELD WITH          TIME     PRINCIPAL OCCUPATION(S)
ADDRESS OF OFFICER                    TRUST           SERVED    DURING PAST 5 YEARS
<S>                             <C>                 <C>         <C>
Stefanie V. Chang (38)          Vice President      Officer     Executive Director of Morgan Stanley Investment Management.
1221 Avenue of the Americas     and Secretary       since 2003  Vice President of funds in the Fund Complex.
New York, NY 10020

Amy R. Doberman (42)            Vice President      Officer     Managing Director and General Counsel, U.S. Investment
1221 Avenue of the Americas                         since 2004  Management; Managing Director of Morgan Stanley Investment
New York, NY 10020                                              Management, Inc., Morgan Stanley Investment Advisers Inc.
                                                                and the Adviser. Vice President of the Morgan Stanley
                                                                Institutional and Retail Funds since July 2004 and Vice
                                                                President of funds in the Fund Complex as of August 2004.
                                                                Previously, Managing Director and General Counsel of
                                                                Americas, UBS Global Asset Management from July 2000 to July
                                                                2004 and General Counsel of Aeitus Investment Management,
                                                                Inc. from January 1997 to July 2000.

James M. Dykas (38)             Chief Financial     Officer     Executive Director of Van Kampen Asset Management and Morgan
1 Parkview Plaza                Officer and         since 1999  Stanley Investment Management. Chief Financial Officer and
Oakbrook Terrace, IL 60181      Treasurer                       Treasurer of funds in the Fund Complex. Prior to August
                                                                2004, Assistant Treasurer of funds in the Fund Complex.

Joseph J. McAlinden (61)        Executive Vice      Officer     Managing Director and Chief Investment Officer of Morgan
1221 Avenue of the Americas     President and       since 2002  Stanley Investment Advisors Inc., and Morgan Stanley
New York, NY 10020              Chief Investment                Investment Management Inc. and Director of Morgan Stanley
                                Officer                         Trust for over 5 years. Executive Vice President and Chief
                                                                Investment Officer of funds in the Fund Complex. Managing
                                                                Director and Chief Investment Officer of Van Kampen
                                                                Investments, the Adviser and Van Kampen Advisors Inc. since
                                                                December 2002.

Ronald E. Robison (65)          Executive Vice      Officer     Principal Executive Officer of the Funds since May 2003.
1221 Avenue of the Americas     President and       since 2003  Chief Executive Officer and Chairman of Investor Services.
New York, NY 10020              Principal                       Executive Vice President and Principal Executive Officer of
                                Executive                       funds in the Fund Complex. Managing Director of Morgan
                                Officer                         Stanley. Chief Administrative Officer, Managing Director and
                                                                Director of Morgan Stanley Investment Advisors Inc., Morgan
                                                                Stanley Services Company Inc. and Managing Director and
                                                                Director of Morgan Stanley Distributors Inc. Chief Executive
                                                                Officer and Director of Morgan Stanley Trust. Executive Vice
                                                                President and Principal Executive Officer of the
                                                                Institutional and Retail Morgan Stanley Funds; Director of
                                                                Morgan Stanley SICAV; previously Chief Global Operations
                                                                Officer and Managing Director of Morgan Stanley Investment
                                                                Management Inc.
</Table>



                                      G-33
<PAGE>


<Table>
<Caption>
VAN KAMPEN NEW YORK QUALITY MUNICIPAL TRUST
TRUSTEE AND OFFICER INFORMATION continued
                                                     TERM OF
                                                    OFFICE AND
                                   POSITION(S)      LENGTH OF
NAME, AGE AND                       HELD WITH          TIME     PRINCIPAL OCCUPATION(S)
ADDRESS OF OFFICER                    TRUST           SERVED    DURING PAST 5 YEARS
<S>                             <C>                 <C>         <C>

John L. Sullivan (49)           Chief Compliance    Officer     Chief Compliance Officer of funds in the Fund Complex since
1 Parkview Plaza                Officer             since 1998  August 2004. Director and Managing Director of Van Kampen
Oakbrook Terrace, IL 60181                                      Investments, the Adviser, Van Kampen Advisors Inc. and
                                                                certain other subsidiaries of Van Kampen Investments. Prior
                                                                August 2004, Vice President, Chief Financial Officer and
                                                                Treasurer of funds in the Fund Complex and head of Fund
                                                                Accounting for Morgan Stanley Investment Management. Prior
                                                                to December 2002, Executive Director of Van Kampen
                                                                Investments, the Adviser and Van Kampen Advisors Inc.
</Table>



                                      G-34
<PAGE>


VAN KAMPEN

AN IMPORTANT NOTICE CONCERNING OUR U.S. PRIVACY POLICY

    We are required by federal law to provide you with a copy of our Privacy
Policy annually.

    The following Policy applies to current and former individual clients of Van
Kampen Investments Inc., Van Kampen Asset Management, Van Kampen Advisors Inc.,
Van Kampen Funds Inc., Van Kampen Investor Services Inc. and Van Kampen Exchange
Corp., as well as current and former individual investors in Van Kampen mutual
funds, unit investment trusts, and related companies.

    This Policy is not applicable to partnerships, corporations, trusts or other
non-individual clients or account holders, nor is this Policy applicable to
individuals who are either beneficiaries of a trust for which we serve as
trustee or participants in an employee benefit plan administered or advised by
us. This Policy is, however, applicable to individuals who select us to be a
custodian of securities or assets in individual retirement accounts, 401(k)
accounts, 529 Educational Savings Accounts, accounts subject to the Uniform
Gifts to Minors Act, or similar accounts.

    Please note that we may amend this Policy at any time, and will inform you
of any changes to this Policy as required by law.

WE RESPECT YOUR PRIVACY

We appreciate that you have provided us with your personal financial
information. We strive to maintain the privacy of such information while we help
you achieve your financial objectives. This Policy describes what non-public
personal information we collect about you, why we collect it, and when we may
share it with others.

    We hope this Policy will help you understand how we collect and share
non-public personal information that we gather about you. Throughout this
Policy, we refer to the non-public information that personally identifies you or
your accounts as "personal information."

1. WHAT PERSONAL INFORMATION DO WE COLLECT ABOUT YOU?

To serve you better and manage our business, it is important that we collect and
maintain accurate information about you. We may obtain this information from
applications and other forms you submit to us, from your dealings with us, from
consumer reporting agencies, from our Web sites and from third parties and other
sources.

    For example:

     --  We may collect information such as your name, address, e-mail address,
         telephone/fax numbers, assets, income and investment objectives through
         applications and other forms you submit to us.

     --  We may obtain information about account balances, your use of
         account(s) and the types of products and services you prefer to receive
         from us through your dealings and transactions with us and other
         sources.

     --  We may obtain information about your creditworthiness and credit
         history from consumer reporting agencies.

     --  We may collect background information from and through third-party
         vendors to verify representations you have made and to comply with
         various regulatory requirements.

     --  If you interact with us through our public and private Web sites, we
         may collect information that you provide directly through online
         communications (such as an e-mail address). We may also collect
         information about your Internet service provider, your domain name,
         your computer's operating system and Web browser,

                                                             (continued on back)


                                      G-35
<PAGE>

VAN KAMPEN

AN IMPORTANT NOTICE CONCERNING OUR U.S. PRIVACY POLICY continued

         your use of our Web sites and your product and service preferences,
         through the use of "cookies." "Cookies" recognize your computer each
         time you return to one of our sites, and help to improve our sites'
         content and personalize your experience on our sites by, for example,
         suggesting offerings that may interest you. Please consult the Terms of
         Use of these sites for more details on our use of cookies.

2. WHEN DO WE DISCLOSE PERSONAL INFORMATION WE COLLECT ABOUT YOU?

To provide you with the products and services you request, to serve you better
and to manage our business, we may disclose personal information we collect
about you to our affiliated companies and to non-affiliated third parties as
required or permitted by law.

A. INFORMATION WE DISCLOSE TO OUR AFFILIATED COMPANIES. We do not disclose
personal information that we collect about you to our affiliated companies
except to enable them to provide services on our behalf or as otherwise required
or permitted by law.

B. INFORMATION WE DISCLOSE TO THIRD PARTIES. We do not disclose personal
information that we collect about you to non-affiliated third parties except to
enable them to provide services on our behalf, to perform joint marketing
agreements with other financial institutions, or as otherwise required or
permitted by law. For example, some instances where we may disclose information
about you to non-affiliated third parties include: for servicing and processing
transactions, to offer our own products and services, to protect against fraud,
for institutional risk control, to respond to judicial process or to perform
services on our behalf. When we share personal information with these companies,
they are required to limit their use of personal information to the particular
purpose for which it was shared and they are not allowed to share personal
information with others except to fulfill that limited purpose.

3. HOW DO WE PROTECT THE SECURITY AND CONFIDENTIALITY OF PERSONAL INFORMATION WE
COLLECT ABOUT YOU?

We maintain physical, electronic and procedural security measures to help
safeguard the personal information we collect about you. We have internal
policies governing the proper handling of client information. Third parties that
provide support or marketing services on our behalf may also receive personal
information, and we require them to adhere to confidentiality standards with
respect to such information.

                                                Van Kampen Funds Inc.
                                                1 Parkview Plaza, P.O. Box 5555
                                                Oakbrook Terrace, IL 60181-5555
                                                www.vankampen.com

                                      (VAN KAMPEN INVESTMENTS LOGO)

                                                Copyright (C)2004 Van Kampen
                                                Funds Inc. All rights reserved.
                                                Member NASD/SIPC.
                                                VNM ANR 12/04 RN04-02840P-Y10/04


                                      G-36
<PAGE>


                                   APPENDIX H


       SEMIANNUAL REPORT OF VAN KAMPEN NEW YORK QUALITY MUNICIPAL TRUST,
                              DATED APRIL 30, 2005





                                      H-1






<PAGE>

Item 1. Report to Shareholders

The Trust's semi-annual report transmitted to shareholders pursuant to Rule
30e-1 under the Investment Company Act of 1940 is as follows:

       Welcome, Shareholder

       In this report, you'll learn about how your investment in Van Kampen New
       York Quality Municipal Trust performed during the semiannual period. The
       portfolio management team will provide an overview of the market
       conditions and discuss some of the factors that affected investment
       performance during the reporting period. In addition, this report
       includes the trust's financial statements and a list of trust investments
       as of April 30, 2005.

       MARKET FORECASTS PROVIDED IN THIS REPORT MAY NOT NECESSARILY COME TO
       PASS. THERE IS NO ASSURANCE THAT THE TRUST WILL ACHIEVE ITS INVESTMENT
       OBJECTIVE. TRUSTS ARE SUBJECT TO MARKET RISK, WHICH IS THE POSSIBILITY
       THAT THE MARKET VALUES OF SECURITIES OWNED BY THE TRUST WILL DECLINE AND
       THAT THE VALUE OF TRUST SHARES MAY THEREFORE BE LESS THAN WHAT YOU PAID
       FOR THEM. ACCORDINGLY, YOU CAN LOSE MONEY INVESTING IN THIS TRUST.

       INCOME MAY SUBJECT CERTAIN INDIVIDUALS TO THE FEDERAL ALTERNATIVE MINIMUM
       TAX (AMT).

<Table>
<Caption>
         <S>                    <C>                                       <C>
         ---------------------------------------------------------------------------------------
            NOT FDIC INSURED             OFFER NO BANK GUARANTEE              MAY LOSE VALUE
         ---------------------------------------------------------------------------------------
                   NOT INSURED BY ANY FEDERAL GOVERNMENT AGENCY               NOT A DEPOSIT
         ---------------------------------------------------------------------------------------
</Table>



                                      H-2
<PAGE>


Performance Summary as of 4/30/05

<Table>
<Caption>
NEW YORK QUALITY MUNICIPAL TRUST
SYMBOL: VNM
- ------------------------------------------------------------
AVERAGE ANNUAL                      BASED ON      BASED ON
TOTAL RETURNS                         NAV       MARKET PRICE
<S>                                 <C>         <C>

Since Inception (9/27/91)             8.21%         7.05%

10-year                               7.68          7.16

5-year                                9.66         10.23

1-year                               10.84          9.99

6-month                               3.25         -0.06
- ------------------------------------------------------------
</Table>

PERFORMANCE DATA QUOTED REPRESENTS PAST PERFORMANCE, WHICH IS NO GUARANTEE OF
FUTURE RESULTS, AND CURRENT PERFORMANCE MAY BE LOWER OR HIGHER THAN THE FIGURES
SHOWN. FOR THE MOST RECENT MONTH-END PERFORMANCE FIGURES, PLEASE VISIT
VANKAMPEN.COM OR SPEAK WITH YOUR FINANCIAL ADVISOR. INVESTMENT RETURNS, NET
ASSET VALUE (NAV) AND COMMON SHARE MARKET PRICE WILL FLUCTUATE AND TRUST SHARES,
WHEN SOLD, MAY BE WORTH MORE OR LESS THAN THEIR ORIGINAL COST.

NAV per share is determined by dividing the value of the trust's portfolio
securities, cash and other assets, less all liabilities, by the total number of
common shares outstanding. The common share market price is the price the market
is willing to pay for shares of the trust at a given time. Common share market
price is influenced by a range of factors, including supply and demand and
market conditions. Total return assumes an investment at the beginning of the
period, reinvestment of all distributions for the period in accordance with the
trust's dividend reinvestment plan, and sale of all shares at the end of the
period.

The Lehman Brothers New York Municipal Bond Index is a broad-based statistical
composite of New York municipal bonds. The index does not include any expenses,
fees or sales charges, which would lower performance. The index is unmanaged and
should not be considered an investment. It is not possible to invest directly in
an index.




                                      H-3
<PAGE>


Trust Report

FOR THE 6-MONTH PERIOD ENDED APRIL 30, 2005

Van Kampen New York Quality Municipal Trust is managed by the Adviser's
Municipal Fixed Income team.(1) Current members include Dennis Pietrzak and John
Reynoldson, Executive Directors of the Adviser; and Robert Wimmel, Vice
President of the Adviser.

MARKET CONDITIONS

The six-month period ended April 30, 2005, was characterized by continued
short-term interest rate increases. As crude oil prices reached record highs,
the prospect of rising inflation also cast a shadow. The Federal Open Market
Committee (the "Fed") raised the federal funds target rate 100 basis points
during the period through a series of four "measured" 0.25 percent tightenings
to 2.75 percent by the end of April. Although rates in the short and
intermediate areas of the yield curve shifted upward as the Fed tightened, long-
term interest rates fell as buyers did not seem deterred by the prospect of
rising inflation. As a result, the yield curve (the difference between short and
longer-term yields) flattened and the long end of the municipal market handily
outperformed the shorter end.

The municipal market in total posted positive returns during the period, though
it was not uniformly strong. In contrast to the strong showing by longer-term
bonds, shorter-term municipals were hampered by the Fed's tightening and turned
in a flat to slightly negative showing. Within the investment-grade segment of
the market, yield differentials between BBB-rated and AAA-rated municipal
securities were slightly wider, though BBB-rated securities still outperformed
high grades due to their higher coupons, while securities rated below investment
grade strongly outperformed as investors sought out their higher yields.

The Fed's interest rate hikes did not appear to dampen investors' appetites for
municipal bonds, as net inflows into municipal bond funds topped $290 million
during the period. The supply of new issues was modest during the closing months
of 2004 (the first two months of the period) before soaring in the opening
months of 2005 as long-term issuers rushed to bring securities to market in
anticipation of additional interest rate increases in the near term.

New York continued to be one of the most active markets in the nation for new
issuance during the period, although economic conditions were not uniformly
strong. New York's economy continued to improve, and its credit rating was
upgraded due in large part to a guardedly optimistic outlook for New York City's
fiscal health. The city continued to issue Liberty bonds to fund reconstruction
efforts at the site of the World Trade Center. By contrast, the northern part of
the state continued to struggle economically.

(1)Team members may change without notice at any time.


                                      H-4
<PAGE>


PERFORMANCE ANALYSIS

The trust's return can be calculated based upon either the market price or the
net asset value (NAV) of its shares. NAV per share is determined by dividing the
value of the trust's portfolio securities, cash and other assets, less all
liabilities, by the total number of common shares outstanding, while market
price reflects the supply and demand for the shares. As a result, the two
returns can differ, as they did during the reporting period. On an NAV basis,
the trust outperformed its benchmark index, the Lehman Brothers New York
Municipal Bond Index. On a market price basis, the trust underperformed its
benchmark.

TOTAL RETURNS FOR THE SIX-MONTH PERIOD ENDED APRIL 30, 2005

<Table>
<Caption>
- ------------------------------------------------------------
                                     LEHMAN BROTHERS
                       BASED ON     NEW YORK MUNICIPAL
      BASED ON NAV   MARKET PRICE       BOND INDEX
<S>   <C>            <C>            <C>                <C>

         3.25%          -0.06%            1.74%
- ------------------------------------------------------------
</Table>

PERFORMANCE DATA QUOTED REPRESENTS PAST PERFORMANCE, WHICH IS NO GUARANTEE OF
FUTURE RESULTS, AND CURRENT PERFORMANCE MAY BE LOWER OR HIGHER THAN THE FIGURES
SHOWN. INVESTMENT RETURN, NET ASSET VALUE AND COMMON SHARE MARKET PRICE WILL
FLUCTUATE AND TRUST SHARES, WHEN SOLD, MAY BE WORTH MORE OR LESS THAN THEIR
ORIGINAL COST. SEE PERFORMANCE SUMMARY FOR ADDITIONAL PERFORMANCE INFORMATION
AND INDEX DEFINITION.

The trust uses leverage to enhance its dividend to common shareholders. The
trust borrows money at short-term rates through the issuance of preferred
shares. The proceeds are reinvested in longer-term securities, taking advantage
of the difference between short- and longer-term rates. The Fed's policy of
raising interest rates throughout the period made the trust's borrowing activity
more expensive. These expenses, however, were more than offset by the positive
performance of the bonds held in the trust.

One of our key strategies in managing the trust during the period was to
position it for rising interest rates. This approach was largely the result of
our analysis of interest rates, which remained relatively low by historical
standards even after rising from their multi-decade lows earlier. We effected
this positioning in two ways. First, we kept the trust's duration (a measure of
interest-rate sensitivity) below that of its benchmark. Second, to limit the
trust's exposure to areas of the market that would be most likely susceptible to
rising rates, we trimmed the trust's shorter-maturity bonds. We reinvested the
proceeds from those sales into bonds with premium coupons and maturities between
25 and 30 years. In addition to offering relatively attractive income streams,
these securities positioned the trust to benefit from any future flattening of
the yield curve.

We kept the trust's exposure well diversified across the major sectors of the
New York municipal market. Much of our relative-value trading activity was
focused on selling issues that had been pre-refunded and purchasing what we



                                      H-5
<PAGE>


believed to be more attractive securities in sectors such as water and sewer and
health care. The trust remained focused on investment-grade securities, with 99
percent of the portfolio rated BBB or higher at the end of the period.

There is no guarantee the security sectors mentioned will continue to perform
well or be held by the trust in the future.

<Table>
<S>                                         <C>
RATINGS ALLOCATION AS OF 4/30/05            TOP 5 SECTORS AS OF 4/30/05
AAA/Aaa                         57.5%       General Purpose               20.2%
AA/Aa                           23.6        Transportation                17.8
A/A                             13.4        Water & Sewer                 13.7
BBB/Baa                          4.6        Higher Education              11.5
NR                               0.9        Health Care                   11.5
</Table>

Subject to change daily. Provided for informational purposes only and should not
be deemed as a recommendation to buy or sell the securities mentioned or
securities in the sectors shown above. Ratings are as a percentage of total
investments. Sectors are as a percentage of long-term investments. Securities
are classified by sectors that represent broad groupings of related industries.
Van Kampen is a wholly owned subsidiary of a global securities firm which is
engaged in a wide range of financial services including, for example, securities
trading and brokerage activities, investment banking, research and analysis,
financing and financial advisory services. Rating allocations based upon ratings
as issued by Standard and Poor's and Moody's, respectively.




                                      H-6
<PAGE>


FOR MORE INFORMATION ABOUT PORTFOLIO HOLDINGS

       Each Van Kampen trust provides a complete schedule of portfolio holdings
       in its semiannual and annual reports within 60 days of the end of the
       trust's second and fourth fiscal quarters by filing the schedule
       electronically with the Securities and Exchange Commission (SEC). The
       semiannual reports are filed on Form N-CSRS and the annual reports are
       filed on Form N-CSR. Van Kampen also delivers the semiannual and annual
       reports to trust shareholders, and makes these reports available on its
       public Web site, www.vankampen.com. In addition to the semiannual and
       annual reports that Van Kampen delivers to shareholders and makes
       available through the Van Kampen public Web site, each trust files a
       complete schedule of portfolio holdings with the SEC for the trust's
       first and third fiscal quarters on Form N-Q. Van Kampen does not deliver
       the reports for the first and third fiscal quarters to shareholders, nor
       are the reports posted to the Van Kampen public Web site. You may,
       however, obtain the Form N-Q filings (as well as the Form N-CSR and
       N-CSRS filings) by accessing the SEC's Web site, http://www.sec.gov. You
       may also review and copy them at the SEC's Public Reference Room in
       Washington, DC. Information on the operation of the SEC's Public
       Reference Room may be obtained by calling the SEC at 1-800-SEC-0330. You
       can also request copies of these materials, upon payment of a duplicating
       fee, by electronic request at the SEC's e-mail address
       (publicinfo@sec.gov) or by writing the Public Reference section of the
       SEC, Washington, DC 20549-0102.

       You may obtain copies of a trust's fiscal quarter filings by contacting
       Van Kampen Client Relations at 1-800-847-2424.



                                      H-7
<PAGE>


PROXY VOTING POLICIES AND PROCEDURES AND PROXY VOTING RECORD

       The trust's policies and procedures with respect to the voting of proxies
       relating to the trust's portfolio securities and information on how the
       trust voted proxies relating to portfolio securities during the most
       recent twelve-month period ended June 30 is available without charge,
       upon request, by visiting our Web site at www.vankampen.com. This
       information is also available on the Securities and Exchange Commission's
       Web site at http://www.sec.gov.





                                      H-8
<PAGE>


VAN KAMPEN NEW YORK QUALITY MUNICIPAL TRUST

PORTFOLIO OF INVESTMENTS -- APRIL 30, 2005 (UNAUDITED)

<Table>
<Caption>
PAR
AMOUNT
(000)     DESCRIPTION                                      COUPON   MATURITY      VALUE
- -------------------------------------------------------------------------------------------
<C>       <S>                                              <C>      <C>        <C>
          MUNICIPAL BONDS  143.2%
          NEW YORK  138.6%
$1,000    Amherst, NY Indl Dev Agy Rev Fac Student Hsg Ser
          A (AMBAC Insd).................................. 5.750%   08/01/25   $  1,120,680
 1,250    Erie Cnty Ny Pub Impt Ser B (MBIA Insd)......... 5.250    04/01/18      1,381,550
 1,250    Erie Cnty, NY Indl Dev Agy Sch Fac Rev City of
          Buffalo Proj (FSA Insd)......................... 5.750    05/01/19      1,413,038
 2,000    Long Island Pwr Auth NY Elec Sys Rev Gen
          Ser C........................................... 5.500    09/01/19      2,198,180
 3,300    Metropolitan Trans Auth NY Rev Ser A
          (AMBAC Insd).................................... 5.000    11/15/33      3,484,074
 2,000    Metropolitan Trans Auth NY Rev Ser A Rfdg (AMBAC
          Insd)........................................... 5.500    11/15/19      2,245,560
 2,000    Metropolitan Trans Auth NY Rev Ser A Rfdg (FSA
          Insd)........................................... 5.000    11/15/30      2,088,700
 1,500    Metropolitan Trans Auth NY Svc Contract
          Ser A Rfdg...................................... 5.125    01/01/29      1,565,715
 1,000    Metropolitan Trans Auth NY Svc Contract Ser B
          (MBIA Insd)..................................... 5.500    07/01/14      1,146,830
 1,215    Monroe Cnty, NY Indl Dev Agy Rev Pub Impt Canal
          Ponds Park Ser A................................ 7.000    06/15/13      1,220,783
 1,125    Nassau Cnty, NY Impt Ser E (FSA Insd)........... 6.000    03/01/20      1,265,546
 2,000    Nassau Cnty, NY Interim Fin Auth Sales Tax Secd
          Ser A (Prerefunded @ 11/15/10).................. 5.750    11/15/15      2,266,960
   820    Nassau Cnty, NY Interim Fin Auth Sales Tax Secd
          Ser A-1 (AMBAC Insd)............................ 5.375    11/15/16        909,224
   500    Nassau Cnty, NY Swr & Storm Ser B (MBIA Insd)... 5.000    10/01/20        538,305
 1,370    Nassau Cnty, NY Swr & Storm Ser B (MBIA Insd)... 5.000    10/01/22      1,463,859
 2,000    New York City Fiscal 2003 Ser I................. 5.750    03/01/16      2,241,540
 2,100    New York City Hsg Dev Corp Rev Cap Fd Pgm NYC
          Hsg Auth Pgm Ser A (FGIC Insd) (a).............. 5.000    07/01/25      2,219,973
 1,000    New York City Indl Dev Agy Fac Rev Royal
          Charter-NY Presbyterian (FSA Insd).............. 5.250    12/15/11      1,113,870
 2,000    New York City Indl Dev Agy Spl Fac Rev Terminal
          One Group Assn Proj (AMT)....................... 6.000    01/01/15      2,028,480
 2,000    New York City Muni Wtr Fin Auth Wtr & Swr Sys
          Rev Ser B (FSA Insd)............................ 5.000    06/15/29      2,076,020
 4,835    New York City Muni Wtr Fin Auth Wtr & Swr Sys
          Rev Ser C (MBIA Insd)........................... 5.000    06/15/28      5,120,459
 4,000    New York City Muni Wtr Fin Auth Wtr & Swr Sys
          Rev Ser D....................................... 5.000    06/15/39      4,170,640
 1,000    New York City Muni Wtr Fin Auth Wtr & Swr Sys
          Rev............................................. 5.500    06/15/33      1,088,530
 1,325    New York City Muni Wtr Fin Ser B................ 6.000    06/15/33      1,509,029
 1,200    New York City Ser G............................. 5.250    08/01/16      1,285,920
 2,115    New York City Ser G............................. 5.000    12/01/26      2,204,084
 2,000    New York City Ser H (FGIC Insd)................. 6.000    08/01/12      2,318,780
</Table>

See Notes to Financial Statements



                                      H-9
<PAGE>


VAN KAMPEN NEW YORK QUALITY MUNICIPAL TRUST

PORTFOLIO OF INVESTMENTS -- APRIL 30, 2005 (UNAUDITED) continued

<Table>
<Caption>
PAR
AMOUNT
(000)     DESCRIPTION                                      COUPON   MATURITY      VALUE
- -------------------------------------------------------------------------------------------
<C>       <S>                                              <C>      <C>        <C>
          NEW YORK (CONTINUED)
$2,000    New York City Ser K............................. 5.000%   08/01/24   $  2,103,960
 1,500    New York City Transitional Cultural Res Rev
          Amern Museum Nat History Ser A Rfdg (MBIA
          Insd)........................................... 5.000    07/01/44      1,559,415
 1,750    New York City Transitional Fin Auth Rev Future
          Tax Secd Ser B (MBIA Insd)...................... 5.250    05/01/16      1,929,480
 1,500    New York City Transitional Fin Auth Rev Future
          Tax Secd Ser D (MBIA Insd)...................... 5.250    02/01/19      1,644,825
 1,000    New York St Dorm Auth Lease Rev Court
          Fac Ser A....................................... 5.500    05/15/20      1,094,020
 2,750    New York St Dorm Auth Rev Catholic Hlth L.I.
          Oblig Grp....................................... 5.100    07/01/34      2,804,313
 3,500    New York St Dorm Auth Rev City Univ Cons Third
          Ser 1 (FGIC Insd)............................... 5.250    07/01/25      3,733,240
 1,625    New York St Dorm Auth Rev City Univ Sys Cons Ser
          A............................................... 5.625    07/01/16      1,858,740
 2,500    New York St Dorm Auth Rev Dept Hlth Ser A Rfdg
          (CIFG Insd)..................................... 5.000    07/01/25      2,643,875
 3,500    New York St Dorm Auth Rev FHA Insd Mtg
          Montefiore Hosp (FGIC Insd)..................... 5.000    08/01/29      3,686,165
 1,000    New York St Dorm Auth Rev Hosp (MBIA Insd)...... 5.000    08/01/33      1,050,190
 1,000    New York St Dorm Auth Rev Insd Brooklyn Law Sch
          Ser B (XLCA Insd)............................... 5.375    07/01/23      1,108,960
 1,500    New York St Dorm Auth Rev Mem Sloan-Kettering
          Ctr Ser 1 (MBIA Insd)........................... 5.000    07/01/20      1,601,775
   890    New York St Dorm Auth Rev Mental Hlth Fac
          Ser B........................................... 5.250    02/15/22        956,376
 1,250    New York St Dorm Auth Rev Mental Hlth Svc Fac
          Impt B (AMBAC Insd)............................. 5.000    02/15/35      1,310,600
 1,000    New York St Dorm Auth Rev Sch Dist Fin Pgm Ser C
          (MBIA Insd)..................................... 5.375    10/01/15      1,112,270
 1,000    New York St Dorm Auth Rev Secd Hosp North Gen
          Hosp Rfdg....................................... 5.750    02/15/18      1,112,240
 2,000    New York St Dorm Auth Rev St Univ Ed Fac 1989
          Res (MBIA Insd)................................. 6.000    05/15/16      2,269,960
 2,600    New York St Dorm Auth Rev St Univ Ed Fac Ser A
          (MBIA Insd)..................................... 5.250    05/15/15      2,926,196
 2,500    New York St Dorm Auth St Pers Income Tax Rev Ed
          Ser A (AMBAC Insd).............................. 5.000    03/15/34      2,632,325
 3,000    New York St Energy Resh & Dev Auth Gas Fac Rev
          Brooklyn Union Gas Ser C (AMT) (MBIA Insd)...... 5.600    06/01/25      3,050,730
   300    New York St Environmental Fac Corp Pollutn Ctl
          Rev St Wtr Revolving Fd Ser A (Escrowed to
          Maturity)....................................... 5.750    06/15/12        345,714
    95    New York St Environmental Fac Corp Pollutn Ctl
          Rev St Wtr Ser 02............................... 5.750    06/15/12        109,080
   500    New York St Environmental Fac Corp Pollutn Ctl
          Rev St Wtr Ser 02 (Escrowed to Maturity)........ 5.750    06/15/12        576,190
</Table>

                                               See Notes to Financial Statements



                                      H-10
<PAGE>


VAN KAMPEN NEW YORK QUALITY MUNICIPAL TRUST

PORTFOLIO OF INVESTMENTS -- APRIL 30, 2005 (UNAUDITED) continued

<Table>
<Caption>
PAR
AMOUNT
(000)     DESCRIPTION                                      COUPON   MATURITY      VALUE
- -------------------------------------------------------------------------------------------
<C>       <S>                                              <C>      <C>        <C>
          NEW YORK (CONTINUED)
$2,000    New York St Environmental Fac Corp Solid Waste
          Disp Rev Occidental Petroleum Corp Proj (AMT)... 6.100%   11/01/30   $  2,054,180
 1,565    New York St Environmental Fac Corp St Clean Wtr
          & Drinking Revolving Fd Ser B................... 5.000    06/15/20      1,670,152
 1,340    New York St Hsg Fin Agy Rev Newburgh Interfaith
          Hsg Ser A (b)................................... 7.050    11/01/12      1,342,064
 1,075    New York St Hsg Fin Agy St Personal Income Tax
          Rev Econ Dev & Hsg Ser A........................ 5.250    09/15/19      1,170,761
 2,300    New York St Hsg Fin Agy St Personal Income Tax
          Rev Econ Dev & Hsg Ser A (b).................... 5.250    09/15/21      2,494,166
 2,000    New York St Hsg Fin Agy St Personal Income Tax
          Rev Econ Dev & Hsg Ser A (FGIC Insd)............ 5.000    09/15/30      2,102,560
 3,000    New York St Loc Govt Assist Corp Ser E Rfdg..... 6.000    04/01/14      3,516,450
 2,820    New York St Mtg Agy Rev Homeowner Mtg
          Ser 79 (AMT).................................... 5.300    04/01/29      2,926,088
 2,000    New York St Twy Auth Hwy & Brdg Tr Fd Ser A (FSA
          Insd)........................................... 5.250    04/01/19      2,190,920
 2,750    New York St Twy Auth Hwy & Brdg Tr Fd Ser B
          (FGIC Insd)..................................... 5.000    04/01/16      2,943,215
 1,540    New York St Twy Auth Svc Contract Rev Loc Hwy &
          Brdg............................................ 5.500    04/01/16      1,717,331
 1,000    Rockland Cnty, NY Solid Waste Mgmt Auth Ser B
          (AMT) (AMBAC Insd).............................. 5.125    12/15/28      1,049,480
 1,000    Triborough Brdg & Tunl Auth NY Rev Gen Purp Ser
          A............................................... 5.250    01/01/17      1,093,630
 1,500    Triborough Brdg & Tunl Auth NY Rev Gen Purp Ser
          A............................................... 5.250    01/01/18      1,638,585
 4,000    Triborough Brdg & Tunl Auth NY Rev Gen Purp Ser
          A............................................... 5.000    01/01/32      4,131,400
 1,360    Warren & Wash Cnty NY Indl Dev Agy Civic Fac Rev
          Glens Falls Hosp Proj Ser A (FSA Insd).......... 5.000    12/01/35      1,419,269
 1,535    West Islip NY Un Free Sch Dist Rfdg (FSA
          Insd)........................................... 5.000    10/01/18      1,683,250
 1,500    Yonkers, NY Indl Dev Agy Civic Fac Rev Cmnty Dev
          Ppty Yonkers Inc Ser A.......................... 6.625    02/01/26      1,620,075
                                                                               ------------
                                                                                131,670,544
                                                                               ------------

          PUERTO RICO  2.2%
 2,000    Puerto Rico Pub Bldg Auth Rev Govt Fac Ser I
          (Comwth Gtd).................................... 5.250    07/01/33      2,128,600
                                                                               ------------
</Table>

See Notes to Financial Statements




                                      H-11
<PAGE>


VAN KAMPEN NEW YORK QUALITY MUNICIPAL TRUST

PORTFOLIO OF INVESTMENTS -- APRIL 30, 2005 (UNAUDITED) continued

<Table>
<Caption>
PAR
AMOUNT
(000)     DESCRIPTION                                      COUPON   MATURITY      VALUE
- -------------------------------------------------------------------------------------------
<C>       <S>                                              <C>      <C>        <C>
          U. S. VIRGIN ISLANDS  2.4%
$2,000    Virgin Islands Pub Fin Auth Rev Gross Rcpt Taxes
          Ln Nt Ser A (ACA Insd).......................... 6.125%   10/01/29   $  2,239,020
                                                                               ------------
TOTAL LONG-TERM INVESTMENTS  143.2%
  (Cost $128,066,190).......................................................    136,038,164
SHORT-TERM INVESTMENTS  4.7%
  (Cost $4,520,000).........................................................      4,520,000
                                                                               ------------
TOTAL INVESTMENTS  147.9%
  (Cost $132,586,190).......................................................    140,558,164
LIABILITIES IN EXCESS OF OTHER ASSETS  (0.5%)...............................       (500,178)
PREFERRED SHARES (INCLUDING ACCRUED DISTRIBUTIONS)  (47.4%).................    (45,035,509)
                                                                               ------------

NET ASSETS APPLICABLE TO COMMON SHARES  100.0%..............................   $ 95,022,477
                                                                               ============
</Table>

Percentages are calculated as a percentage of net assets applicable to common
shares.

(a) Securities purchased on a when-issued or delayed delivery basis.

(b) The Trust owns 100% of the bond issuance.

ACA--American Capital Access

AMBAC--AMBAC Indemnity Corp.

AMT--Alternative Minimum Tax

CIFG--CDC IXIS Financial Guaranty

Comwth Gtd--Commonwealth of Puerto Rico

FGIC--Financial Guaranty Insurance Co.

FSA--Financial Security Assurance Inc.

MBIA--Municipal Bond Investors Assurance Corp.

XLCA--XL Capital Assurance Inc.

                                               See Notes to Financial Statements



                                      H-12
<PAGE>


VAN KAMPEN NEW YORK QUALITY MUNICIPAL TRUST

FINANCIAL STATEMENTS

Statement of Assets and Liabilities
April 30, 2005 (Unaudited)

<Table>
<S>                                                           <C>
ASSETS:
Total Investments (Cost $132,586,190).......................  $140,558,164
Cash........................................................        18,040
Receivables:
  Investments Sold..........................................     2,358,032
  Interest..................................................     1,795,732
Other.......................................................           397
                                                              ------------
    Total Assets............................................   144,730,365
                                                              ------------
LIABILITIES:
Payables:
  Investments Purchased.....................................     4,316,771
  Investment Advisory Fee...................................        62,791
  Income Distributions--Common Shares.......................        26,222
  Other Affiliates..........................................         5,523
Trustees' Deferred Compensation and Retirement Plans........       227,994
Accrued Expenses............................................        33,078
                                                              ------------
    Total Liabilities.......................................     4,672,379
Preferred Shares (including accrued distributions)..........    45,035,509
                                                              ------------
NET ASSETS APPLICABLE TO COMMON SHARES......................  $ 95,022,477
                                                              ============
NET ASSET VALUE PER COMMON SHARE ($95,022,477 divided by
  5,655,638 shares outstanding).............................  $      16.80
                                                              ============
NET ASSETS CONSIST OF:
Common Shares ($.01 par value with an unlimited number of
  shares authorized, 5,655,638 shares issued and
  outstanding)..............................................  $     56,556
Paid in Surplus.............................................    83,570,387
Net Unrealized Appreciation.................................     7,971,974
Accumulated Net Realized Gain...............................     2,690,202
Accumulated Undistributed Net Investment Income.............       733,358
                                                              ------------
NET ASSETS APPLICABLE TO COMMON SHARES......................  $ 95,022,477
                                                              ============
PREFERRED SHARES ($.01 par value, authorized 100,000,000
  shares, 1,800 issued with liquidation preference of
  $25,000 per share)........................................  $ 45,000,000
                                                              ============
NET ASSETS INCLUDING PREFERRED SHARES.......................  $140,022,477
                                                              ============
</Table>

See Notes to Financial Statements



                                      H-13
<PAGE>


VAN KAMPEN NEW YORK QUALITY MUNICIPAL TRUST

FINANCIAL STATEMENTS continued

Statement of Operations
For the Six Months Ended April 30, 2005 (Unaudited)

<Table>
<S>                                                           <C>
INVESTMENT INCOME:
Interest....................................................  $3,269,418
                                                              ----------
EXPENSES:
Investment Advisory Fee.....................................     380,901
Preferred Share Maintenance.................................      63,230
Trustees' Fees and Related Expenses.........................      18,633
Legal.......................................................      12,837
Custody.....................................................       4,065
Other.......................................................      64,726
                                                              ----------
    Total Expenses..........................................     544,392
                                                              ----------
NET INVESTMENT INCOME.......................................  $2,725,026
                                                              ==========
REALIZED AND UNREALIZED GAIN/LOSS:
Net Realized Gain...........................................  $2,690,433
                                                              ----------
Unrealized Appreciation/Depreciation:
  Beginning of the Period...................................  10,403,293
  End of the Period.........................................   7,971,974
                                                              ----------
Net Unrealized Depreciation During the Period...............  (2,431,319)
                                                              ----------
NET REALIZED AND UNREALIZED GAIN............................  $  259,114
                                                              ==========
DISTRIBUTIONS TO PREFERRED SHAREHOLDERS.....................  $ (425,585)
                                                              ==========
NET INCREASE IN NET ASSETS APPLICABLE TO COMMON SHARES FROM
  OPERATIONS................................................  $2,558,555
                                                              ==========
</Table>

                                               See Notes to Financial Statements


                                      H-14
<PAGE>


VAN KAMPEN NEW YORK QUALITY MUNICIPAL TRUST

FINANCIAL STATEMENTS continued

Statements of Changes in Net Assets (Unaudited)

<Table>
<Caption>
                                                                FOR THE            FOR THE
                                                            SIX MONTHS ENDED      YEAR ENDED
                                                             APRIL 30, 2005    OCTOBER 31, 2004
                                                            -----------------------------------
<S>                                                         <C>                <C>
FROM INVESTMENT ACTIVITIES:
Operations:
Net Investment Income......................................   $ 2,725,026        $ 5,493,497
Net Realized Gain..........................................     2,690,433          1,795,555
Net Unrealized Appreciation/Depreciation During the
  Period...................................................    (2,431,319)           896,777
Distributions to Preferred Shareholders:
  Net Investment Income....................................      (267,568)          (486,341)
  Net Realized Gain........................................      (158,017)           (38,153)
                                                              -----------        -----------
Change in Net Assets Applicable to Common Shares from
  Operations...............................................     2,558,555          7,661,335
Distributions to Common Shareholders:
  Net Investment Income....................................    (2,471,257)        (5,226,318)
  Net Realized Gain........................................    (1,637,139)        (1,814,196)
                                                              -----------        -----------

NET CHANGE IN NET ASSETS APPLICABLE TO COMMON SHARES FROM
  INVESTMENT ACTIVITIES....................................    (1,549,841)           620,821
NET ASSETS APPLICABLE TO COMMON SHARES:
Beginning of the Period....................................    96,572,318         95,951,497
                                                              -----------        -----------
End of the Period (Including accumulated undistributed net
  investment income of $733,358 and $747,157,
  respectively)............................................   $95,022,477        $96,572,318
                                                              ===========        ===========
</Table>

See Notes to Financial Statements


                                      H-15
<PAGE>


VAN KAMPEN NEW YORK QUALITY MUNICIPAL TRUST

FINANCIAL HIGHLIGHTS (UNAUDITED)

THE FOLLOWING SCHEDULE PRESENTS FINANCIAL HIGHLIGHTS FOR ONE COMMON SHARE OF THE
TRUST OUTSTANDING THROUGHOUT THE PERIODS INDICATED.

<Table>
<Caption>
                                                    SIX MONTHS
                                                      ENDED
                                                    APRIL 30,    ------------------------------
                                                       2005       2004       2003      2002 (a)
                                                    -------------------------------------------
<S>                                                 <C>          <C>        <C>        <C>
NET ASSET VALUE, BEGINNING OF THE PERIOD...........  $ 17.08     $ 16.97    $ 17.46    $ 17.39
                                                     -------     -------    -------    -------
  Net Investment Income............................      .48         .97       1.01       1.07
  Net Realized and Unrealized Gain/Loss............      .05         .48        .21        .24
Common Share Equivalent of Distributions Paid to
  Preferred Shareholders:
    Net Investment Income..........................     (.05)       (.09)      (.02)      (.09)
    Net Realized Gain..............................     (.03)       (.01)      (.06)      (.04)
                                                     -------     -------    -------    -------
Total from Investment Operations...................      .45        1.35       1.14       1.18
Distributions Paid to Common Shareholders:
    Net Investment Income..........................     (.44)       (.92)      (.99)      (.97)
    Net Realized Gain..............................     (.29)       (.32)      (.64)      (.14)
                                                     -------     -------    -------    -------
NET ASSET VALUE, END OF THE PERIOD.................  $ 16.80     $ 17.08    $ 16.97    $ 17.46
                                                     =======     =======    =======    =======

Common Share Market Price at End of the Period.....  $ 14.69     $ 15.43    $ 15.17    $ 15.45
Total Return (b)...................................   -0.06%*     10.33%      8.82%      8.37%
Net Assets Applicable to Common Shares at End of
  the Period (In millions).........................  $  95.0     $  96.6    $  96.0    $  98.7
Ratio of Expenses to Average Net Assets Applicable
  to Common Shares (c).............................    1.16%       1.29%      1.31%      1.38%
Ratio of Net Investment Income to Average Net
  Assets Applicable to Common Shares (c)...........    5.81%       5.76%      5.97%      6.31%
Portfolio Turnover.................................      32%*        27%        22%        43%
SUPPLEMENTAL RATIOS:
Ratio of Expenses to Average Net Assets Including
  Preferred Shares (c).............................     .79%        .88%       .90%       .94%
Ratio of Net Investment Income to Average Net
  Assets Applicable to Common Shares (d)...........    5.24%       5.25%      5.84%      5.76%
SENIOR SECURITIES:
Total Preferred Shares Outstanding.................    1,800       1,800      1,800      1,800
Asset Coverage Per Preferred Share (e).............  $77,810     $78,677    $78,322    $79,871
Involuntary Liquidating Preference Per Preferred
  Share............................................  $25,000     $25,000    $25,000    $25,000
Average Market Value Per Preferred Share...........  $25,000     $25,000    $25,000    $25,000
</Table>

*  Non-Annualized

(a)As required, effective November 1, 2001, the Trust has adopted the provisions
   of the AICPA Audit and Accounting Guide for Investment Companies and began
   accreting market discount on fixed income securities. The effect of this
   change for the period ended October 31, 2002 was to increase net investment
   income per share by $.01, decrease net realized and unrealized gains and
   losses per share by $.01 and increase the ratio of net investment income to
   average net asset applicable to common shares by .01% Per share, ratios and
   supplemental data for the periods prior to October 31, 2002 have not been
   restated to reflect this change in presentation.

(b)Total return assumes an investment at the common share market price at the
   beginning of the period indicated, reinvestment of all distributions for the
   period in accordance with the Trust's dividend reinvestment plan, and sale of
   all shares at the closing common share market price at the end of the period
   indicated.

(c)Ratios do not reflect the effect of dividend payments to preferred
   shareholders.

(d)Ratios reflect the effect of dividend payments to preferred shareholders.

(e)Calculated by subtracting the Trust's total liabilities (not including the
   preferred shares) from the Trust's total assets and dividing this by the
   number of preferred shares outstanding.



                                      H-16
<PAGE>


<Table>
<Caption>
                                  TWO MONTHS
YEAR ENDED OCTOBER 31,               ENDED                YEAR ENDED AUGUST 31,
- -------------------------------   OCTOBER 31,   -----------------------------------------
     2001      2000      1999        1998         1998       1997       1996       1995
- -----------------------------------------------------------------------------------------
<S> <C>       <C>       <C>       <C>           <C>        <C>        <C>        <C>
    $ 16.25   $ 15.73   $ 17.42    $  17.39     $  16.83   $  16.15   $  16.47   $  16.63
    -------   -------   -------    --------     --------   --------   --------   --------
       1.13      1.16      1.18         .20         1.21       1.22       1.25       1.24
       1.07       .57     (1.65)        .03          .56        .73       (.23)       .17
       (.26)     (.32)     (.25)       (.05)        (.28)      (.28)      (.29)      (.26)
        -0-       -0-      (.02)        -0-          -0-        -0-        -0-       (.04)
    -------   -------   -------    --------     --------   --------   --------   --------
       1.94      1.41      (.74)        .18         1.49       1.67        .73       1.11
       (.80)     (.89)     (.90)       (.15)        (.93)      (.99)     (1.05)     (1.05)
        -0-       -0-      (.05)        -0-          -0-        -0-        -0-       (.22)
    -------   -------   -------    --------     --------   --------   --------   --------
    $ 17.39   $ 16.25   $ 15.73    $  17.42     $  17.39   $  16.83   $  16.15   $  16.47
    =======   =======   =======    ========     ========   ========   ========   ========

    $ 15.30   $ 13.75   $13.375    $ 16.875     $  16.75   $ 16.125   $  16.50   $  15.50
     17.45%     9.64%   -15.88%       1.64%*       9.94%      3.94%     13.62%      9.73%
    $  98.4   $  91.9   $  89.0    $   98.5     $   98.3   $   95.2   $   91.2   $   92.9
      1.61%     1.73%     1.66%       1.67%        1.64%      1.68%      1.74%      1.76%
      6.62%     7.37%     7.03%       6.78%        7.08%      7.44%      7.52%      7.74%
        17%       39%       45%          1%*         26%        17%        23%        50%
      1.09%     1.15%     1.13%       1.15%        1.12%      1.13%      1.18%      1.17%
      5.11%     5.31%     5.53%       5.23%        5.42%      5.73%      5.77%      6.08%
      1,800     1,800     1,800         900          900        900        900        900
    $79,647   $76,055   $74,438    $159,452     $159,258   $155,768   $151,333   $153,270
    $25,000   $25,000   $25,000    $ 50,000     $ 50,000   $ 50,000   $ 50,000   $ 50,000
    $25,000   $25,000   $25,000    $ 50,000     $ 50,000   $ 50,000   $ 50,000   $ 50,000
</Table>

See Notes to Financial Statements



                                      H-17
<PAGE>


VAN KAMPEN NEW YORK QUALITY MUNICIPAL TRUST

NOTES TO FINANCIAL STATEMENTS -- APRIL 30, 2005 (UNAUDITED)

1. SIGNIFICANT ACCOUNTING POLICIES

Van Kampen New York Quality Municipal Trust (the "Trust") is registered as a
non-diversified, closed-end management investment company under the Investment
Company Act of 1940, as amended. The Trust's investment objective is to provide
a high level of current income exempt from federal as well as New York State and
New York City income taxes, consistent with preservation of capital. The Trust
will invest in a portfolio consisting substantially of New York municipal
obligations rated investment grade at the time of investment, but may invest up
to 20% of its assets in unrated securities which are believed to be of
comparable quality to those rated investment grade. The Trust commenced
investment operations on September 27, 1991.

    The following is a summary of significant accounting policies consistently
followed by the Trust in the preparation of its financial statements. The
preparation of financial statements in conformity with accounting principles
generally accepted in the United States of America requires management to make
estimates and assumptions that affect the reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities at the date of
the financial statements and the reported amounts of revenues and expenses
during the reporting period. Actual results could differ from those estimates.

A. SECURITY VALUATION Municipal bonds are valued by independent pricing services
or dealers using the mean of the bid and asked prices or, in the absence of
market quotations, at fair value based upon yield data relating to municipal
bonds with similar characteristics and general market conditions. Securities
which are not valued by independent pricing services or dealers are valued at
fair value using procedures established in good faith by the Board of Trustees.
Short-term securities with remaining maturities of 60 days or less are valued at
amortized cost, which approximates market value.

B. SECURITY TRANSACTIONS Security transactions are recorded on a trade date
basis. Realized gains and losses are determined on an identified cost basis. The
Trust may purchase and sell securities on a "when-issued" or "delayed delivery"
basis, with settlement to occur at a later date. The value of the security so
purchased is subject to market fluctuations during this period. The Trust will
segregate assets with the custodian having an aggregate value at least equal to
the amount of the when-issued or delayed delivery purchase commitments until
payment is made. At April 30, 2005, the Trust had $2,203,824 of when-issued and
delayed delivery purchase commitments.

C. INVESTMENT INCOME Interest income is recorded on an accrual basis. Bond
premium is amortized and discount is accreted over the expected life of each
applicable security.

D. FEDERAL INCOME TAXES It is the Trust's policy to comply with the requirements
of Subchapter M of the Internal Revenue Code applicable to regulated investment
companies and to distribute substantially all of its taxable income to its
shareholders. Therefore, no provision for federal income taxes is required.




                                      H-18
<PAGE>


VAN KAMPEN NEW YORK QUALITY MUNICIPAL TRUST

NOTES TO FINANCIAL STATEMENTS -- APRIL 30, 2005 (UNAUDITED) continued

    At April 30, 2005 the cost and related gross unrealized appreciation and
depreciation are as follows:

<Table>
<S>                                                             <C>
Cost of investments for tax purposes........................    $132,353,501
                                                                ============
Gross tax unrealized appreciation...........................    $  8,247,150
Gross tax unrealized depreciation...........................         (42,487)
                                                                ------------
Net tax unrealized appreciation on investments..............    $  8,204,663
                                                                ============
</Table>

E. DISTRIBUTION OF INCOME AND GAINS The Trust declares and pays monthly
dividends from net investment income to common shareholders. Net realized gains,
if any, are distributed annually on a pro rata basis to common and preferred
shareholders. Distributions from net realized gains for book purposes may
include short-term capital gains, which are included as ordinary income for tax
purposes.

    The tax character of distributions paid during the year ended October 31,
2004 was as follows:

<Table>
<S>                                                             <C>
Distributions paid from:
  Ordinary income...........................................    $  194,594
  Long-term capital gain....................................     1,665,095
                                                                ----------
                                                                $1,859,689
                                                                ==========
</Table>

    As of October 31, 2004, the components of distributable earnings on a tax
basis were as follows:

<Table>
<S>                                                             <C>
Undistributed ordinary income...............................    $  226,915
Undistributed long-term capital gain........................     1,727,881
</Table>

2. INVESTMENT ADVISORY AGREEMENT AND OTHER TRANSACTIONS WITH AFFILIATES

Under the terms of the Trust's Investment Advisory Agreement, Van Kampen Asset
Management (the "Adviser") provides investment advice and facilities to the
Trust for an annual fee payable monthly of .55% of the average daily net assets
of the Trust. Effective November 1, 2004, the investment advisory fee was
reduced from .60% to .55%.

    For the six months ended April 30, 2005, the Trust recognized expenses of
approximately $3,800 representing legal services provided by Skadden, Arps,
Slate, Meagher & Flom LLP, of which a trustee of the Trust is a partner of such
firm and he and his law firm provide legal services as legal counsel to the
Trust.

    Under separate Accounting Services and Legal Services agreements, the
Adviser provides accounting and legal services to the Trust. The Adviser
allocates the cost of such services to each trust. For the six months ended
April 30, 2005, the Trust recognized expenses of approximately $15,300
representing Van Kampen Investments Inc.'s or its affiliates' (collectively "Van
Kampen") cost of providing accounting and legal services to the Trust, which are
reported as part of "Other" and "Legal" expenses, respectively, in the Statement
of Operations.

    Certain officers and trustees of the Trust are also officers and directors
of Van Kampen. The Trust does not compensate its officers or trustees who are
also officers of Van Kampen.

    The Trust has implemented deferred compensation and retirement plans for its
trustees who are not officers of Van Kampen. Under the deferred compensation
plan, trustees may




                                      H-19
<PAGE>


VAN KAMPEN NEW YORK QUALITY MUNICIPAL TRUST

NOTES TO FINANCIAL STATEMENTS -- APRIL 30, 2005 (UNAUDITED) continued

elect to defer all or a portion of their compensation to a later date. Benefits
under the retirement plan are payable upon retirement for a ten-year period and
are based upon each trustee's years of service to the Trust. The maximum annual
benefit per trustee under the plan is $2,500.

3. INVESTMENT TRANSACTIONS

During the period, the cost of purchases and proceeds from sales of investments,
excluding short-term investments, were $44,034,695 and $49,473,466,
respectively.

4. PREFERRED SHARES

The Trust has outstanding 1,800 Auction Preferred Shares ("APS"). Dividends are
cumulative and the dividend rate is reset through an auction process every 28
days. The rate in effect on April 30, 2005 was 2.400%. During the six months
ended April 30, 2005, the rates ranged from 1.700% to 2.400%.

    The Trust pays annual fees equivalent to .25% of the preferred share
liquidation value for the remarketing efforts associated with the preferred
auctions. These fees are included as a component of "Preferred Share
Maintenance" expense.

    The APS are redeemable at the option of the Trust in whole or in part at the
liquidation value of $25,000 per share plus accumulated and unpaid dividends.
The Trust is subject to certain asset coverage tests and the APS are subject to
mandatory redemption if the tests are not met.

5. INDEMNIFICATIONS

The Trust enters into contracts that contain a variety of indemnifications. The
Trust's maximum exposure under these arrangements is unknown. However, the Trust
has not had prior claims or losses pursuant to these contracts and expects the
risk of loss to be remote.

6. TRUST MERGER

On May 11, 2005, the Trustees of New York Quality Municipal Trust ("Target
Trust") announced its intention to merge the Target Trust into Trust for
Investment Grade New York Municipals ("Acquiring Trust"). The Trustees of each
of the trusts have approved in principal an agreement and plan of reorganization
between the trusts providing for a transfer of assets and liabilities of the
Target Trust to the Acquiring Trust in exchange for shares of beneficial
interest of the Acquiring Trust (the "Reorganization"). The Reorganization is
subject to the approval by the shareholders of the Target Trust.

7. DERIVATIVE FINANCIAL INSTRUMENTS

A derivative financial instrument in very general terms refers to a security
whose value is "derived" from the value of an underlying asset, reference rate
or index.

    The Trust may invest up to 15% of its net assets in "inverse floating rate
obligations." The inverse floating rate obligations in which the Trust may
invest are typically created through a division of a fixed-rate municipal
obligation into two separate instruments, a short-term obligation and a
long-term obligation. The interest rate on the short-term obligation is set at
periodic auctions. The interest rate on the long-term obligation which the Trust
may purchase is the rate the issuer would have paid on the fixed-income
obligation, (i) plus the difference between such fixed rate and the rate on the
short-term obligation, if



                                      H-20
<PAGE>


VAN KAMPEN NEW YORK QUALITY MUNICIPAL TRUST

NOTES TO FINANCIAL STATEMENTS -- APRIL 30, 2005 (UNAUDITED) continued

the short-term rate is lower than the fixed rate; or (ii) minus such difference
if the interest rate on the short-term obligation is higher than the fixed rate.
These securities have varying degrees of liquidity and the market value of such
securities generally will fluctuate in response to changes in market rates of
interest to a greater extent than the value of an equal principal amount of a
fixed rate security having similar credit quality, redemption provisions and
maturity. These securities tend to underperform the market for fixed rate bonds
in a rising interest rate environment, but tend to outperform the market for
fixed rate bonds when interest rates decline or remain relatively stable.
Although volatile, inverse floating rate obligations typically offer the
potential for yields exceeding the yields available on fixed rate bonds with
comparable credit quality, coupon, call provisions and maturity. These
securities usually permit the investor to convert the floating rate security
counterpart to a fixed rate (normally adjusted downward), and this optional
conversion feature may provide a partial hedge against rising rates if exercised
at an opportune time.



                                      H-21
<PAGE>


VAN KAMPEN NEW YORK QUALITY MUNICIPAL TRUST

BOARD OF TRUSTEES, OFFICERS AND IMPORTANT ADDRESSES

BOARD OF TRUSTEES

DAVID C. ARCH
JERRY D. CHOATE
ROD DAMMEYER
LINDA HUTTON HEAGY
R. CRAIG KENNEDY
HOWARD J KERR
MITCHELL M. MERIN*
JACK E. NELSON
RICHARD F. POWERS, III*
HUGO F. SONNENSCHEIN
WAYNE W. WHALEN* - Chairman
SUZANNE H. WOOLSEY

OFFICERS

MITCHELL M. MERIN
President and Chief Executive Officer

RONALD E. ROBISON
Executive Vice President and
Principal Executive Officer

JOSEPH J. MCALINDEN
Executive Vice President and
Chief Investment Officer

AMY R. DOBERMAN
Vice President

STEPHANIE V. CHANG
Vice President and Secretary

JOHN L. SULLIVAN
Chief Compliance Officer

JAMES W. GARRET
Chief Financial Officer and Treasurer

INVESTMENT ADVISER

VAN KAMPEN ASSET MANAGEMENT
1221 Avenue of the Americas
New York, New York 10020

CUSTODIAN

STATE STREET BANK AND TRUST COMPANY
225 Franklin Street
P.O. Box 1713
Boston, Massachusetts 02110

TRANSFER AGENT

EQUISERVE TRUST COMPANY, N.A.
P.O. Box 43011
Providence, Rhode Island 02940-3011

LEGAL COUNSEL

SKADDEN, ARPS, SLATE,
MEAGHER & FLOM LLP
333 West Wacker Drive
Chicago, Illinois 60606

INDEPENDENT REGISTERED
PUBLIC ACCOUNTING FIRM

DELOITTE & TOUCHE LLP
180 North Stetson Avenue
Chicago, Illinois 60601

*   "Interested persons" of the Trust, as defined in the Investment Company Act
    of 1940, as amended.



                                      H-22
<PAGE>


VAN KAMPEN

AN IMPORTANT NOTICE CONCERNING OUR U.S. PRIVACY POLICY

    We are required by federal law to provide you with a copy of our Privacy
Policy annually.

    The following Policy applies to current and former individual clients of Van
Kampen Investments Inc., Van Kampen Asset Management, Van Kampen Advisors Inc.,
Van Kampen Funds Inc., Van Kampen Investor Services Inc. and Van Kampen Exchange
Corp., as well as current and former individual investors in Van Kampen mutual
funds, unit investment trusts, and related companies.

    This Policy is not applicable to partnerships, corporations, trusts or other
non-individual clients or account holders, nor is this Policy applicable to
individuals who are either beneficiaries of a trust for which we serve as
trustee or participants in an employee benefit plan administered or advised by
us. This Policy is, however, applicable to individuals who select us to be a
custodian of securities or assets in individual retirement accounts, 401(k)
accounts, 529 Educational Savings Accounts, accounts subject to the Uniform
Gifts to Minors Act, or similar accounts.

    Please note that we may amend this Policy at any time, and will inform you
of any changes to this Policy as required by law.

WE RESPECT YOUR PRIVACY

We appreciate that you have provided us with your personal financial
information. We strive to maintain the privacy of such information while we help
you achieve your financial objectives. This Policy describes what non-public
personal information we collect about you, why we collect it, and when we may
share it with others.

    We hope this Policy will help you understand how we collect and share
non-public personal information that we gather about you. Throughout this
Policy, we refer to the non-public information that personally identifies you or
your accounts as "personal information."

1. WHAT PERSONAL INFORMATION DO WE COLLECT ABOUT YOU?

To serve you better and manage our business, it is important that we collect and
maintain accurate information about you. We may obtain this information from
applications and other forms you submit to us, from your dealings with us, from
consumer reporting agencies, from our Web sites and from third parties and other
sources.

    For example:

     --  We may collect information such as your name, address, e-mail address,
         telephone/fax numbers, assets, income and investment objectives through
         applications and other forms you submit to us.

     --  We may obtain information about account balances, your use of
         account(s) and the types of products and services you prefer to receive
         from us through your dealings and transactions with us and other
         sources.

     --  We may obtain information about your creditworthiness and credit
         history from consumer reporting agencies.

     --  We may collect background information from and through third-party
         vendors to verify representations you have made and to comply with
         various regulatory requirements.

     --  If you interact with us through our public and private Web sites, we
         may collect information that you provide directly through online
         communications (such as an e-mail address). We may also collect
         information about your Internet service provider, your domain name,
         your computer's operating system and Web browser,

                                                             (continued on back)




                                      H-23

<PAGE>

VAN KAMPEN

AN IMPORTANT NOTICE CONCERNING OUR U.S. PRIVACY POLICY continued

      your use of our Web sites and your product and service preferences,
      through the use of "cookies." "Cookies" recognize your computer each time
      you return to one of our sites, and help to improve our sites' content and
      personalize your experience on our sites by, for example, suggesting
      offerings that may interest you. Please consult the Terms of Use of these
      sites for more details on our use of cookies.

2. WHEN DO WE DISCLOSE PERSONAL INFORMATION WE COLLECT ABOUT YOU?

To provide you with the products and services you request, to serve you better
and to manage our business, we may disclose personal information we collect
about you to our affiliated companies and to non-affiliated third parties as
required or permitted by law.

A. INFORMATION WE DISCLOSE TO OUR AFFILIATED COMPANIES. We do not disclose
personal information that we collect about you to our affiliated companies
except to enable them to provide services on our behalf or as otherwise required
or permitted by law.

B. INFORMATION WE DISCLOSE TO THIRD PARTIES. We do not disclose personal
information that we collect about you to non-affiliated third parties except to
enable them to provide services on our behalf, to perform joint marketing
agreements with other financial institutions, or as otherwise required or
permitted by law. For example, some instances where we may disclose information
about you to non-affiliated third parties include: for servicing and processing
transactions, to offer our own products and services, to protect against fraud,
for institutional risk control, to respond to judicial process or to perform
services on our behalf. When we share personal information with these companies,
they are required to limit their use of personal information to the particular
purpose for which it was shared and they are not allowed to share personal
information with others except to fulfill that limited purpose.

3. HOW DO WE PROTECT THE SECURITY AND CONFIDENTIALITY OF PERSONAL INFORMATION WE
COLLECT ABOUT YOU?

We maintain physical, electronic and procedural security measures to help
safeguard the personal information we collect about you. We have internal
policies governing the proper handling of client information. Third parties that
provide support or marketing services on our behalf may also receive personal
information, and we require them to adhere to confidentiality standards with
respect to such information.

Van Kampen Funds Inc.
1 Parkview Plaza, P.O. Box 5555
Oakbrook Terrace, IL 60181-5555
www.vankampen.com

Copyright (C)2005 Van Kampen Funds Inc. All rights reserved.
Member NASD/SIPC.
VNM SAR 6/05 RN05-01323P-Y04/05
                                                   (VAN KAMPEN INVESTMENTS LOGO)



                                      H-24
<PAGE>











                                   APPENDIX I


       ANNUAL REPORT OF VAN KAMPEN NEW YORK VALUE MUNICIPAL INCOME TRUST,
                             DATED OCTOBER 31, 2004


































                                       I-1




<PAGE>


Item 1.  Reports to Shareholders.

The Trust's annual report transmitted to shareholders pursuant to Rule 30e-1
under the Investment Company Act of 1940 is as follows:


       Welcome, Shareholder

       In this report, you'll learn about how your investment in Van Kampen New
       York Value Municipal Income Trust performed during the annual period. The
       portfolio management team will provide an overview of the market
       conditions and discuss some of the factors that affected investment
       performance during the reporting period. In addition, this report
       includes the trust's financial statements and a list of trust investments
       as of October 31, 2004.

       MARKET FORECASTS PROVIDED IN THIS REPORT MAY NOT NECESSARILY COME TO
       PASS. THERE IS NO ASSURANCE THAT THE TRUST WILL ACHIEVE ITS INVESTMENT
       OBJECTIVE. TRUSTS ARE SUBJECT TO MARKET RISK, WHICH IS THE POSSIBILITY
       THAT THE MARKET VALUES OF SECURITIES OWNED BY THE TRUST WILL DECLINE AND
       THAT THE VALUE OF TRUST SHARES MAY THEREFORE BE LESS THAN WHAT YOU PAID
       FOR THEM. ACCORDINGLY, YOU CAN LOSE MONEY INVESTING IN THIS TRUST.

       INCOME MAY SUBJECT CERTAIN INDIVIDUALS TO THE FEDERAL ALTERNATIVE MINIMUM
       TAX (AMT).

<Table>
<Caption>
         <S>                    <C>                                       <C>
         ---------------------------------------------------------------------------------------
            NOT FDIC INSURED             OFFER NO BANK GUARANTEE              MAY LOSE VALUE
         ---------------------------------------------------------------------------------------
                   NOT INSURED BY ANY FEDERAL GOVERNMENT AGENCY               NOT A DEPOSIT
         ---------------------------------------------------------------------------------------
</Table>




                                      I-2
<PAGE>


Performance Summary as of 10/31/04

<Table>
<Caption>
NEW YORK VALUE MUNICIPAL INCOME TRUST
SYMBOL: VNV
- ---------------------------------------------------------
AVERAGE ANNUAL                   BASED ON      BASED ON
TOTAL RETURNS                      NAV       MARKET PRICE
<S>                              <C>         <C>

Since Inception (4/30/93)         7.31%          6.35%

10-year                           9.59          10.46

5-year                            9.99           9.86

1-year                            8.93           7.24
- ---------------------------------------------------------
</Table>

PERFORMANCE DATA QUOTED REPRESENTS PAST PERFORMANCE, WHICH IS NO GUARANTEE OF
FUTURE RESULTS, AND CURRENT PERFORMANCE MAY BE LOWER OR HIGHER THAN THE FIGURES
SHOWN. FOR THE MOST RECENT MONTH-END PERFORMANCE FIGURES, PLEASE VISIT
VANKAMPEN.COM OR SPEAK WITH YOUR FINANCIAL ADVISOR. INVESTMENT RETURNS, NET
ASSET VALUE (NAV) AND COMMON SHARE MARKET PRICE WILL FLUCTUATE AND TRUST SHARES,
WHEN SOLD, MAY BE WORTH MORE OR LESS THAN THEIR ORIGINAL COST.

NAV per share is determined by dividing the value of the trust's portfolio
securities, cash and other assets, less all liabilities, by the total number of
common shares outstanding. The common share market price is the price the market
is willing to pay for shares of the trust at a given time. Common share market
price is influenced by a range of factors, including supply and demand and
market conditions. Total return assumes an investment at the beginning of the
period, reinvestment of all distributions for the period in accordance with the
trust's dividend reinvestment plan, and sale of all shares at the end of the
period.

The Lehman Brothers New York Municipal Bond Index is a broad-based statistical
composite of New York municipal bonds. The index does not include any expenses,
fees or sales charges, which would lower performance. The index is unmanaged and
should not be considered an investment. It is not possible to invest directly in
an index.


                                      I-3
<PAGE>


Trust Report

FOR THE 12-MONTH PERIOD ENDED OCTOBER 31, 2004

Van Kampen New York Value Municipal Income Trust is managed by the Adviser's
Municipal Fixed Income team.(1) Current members include Dennis Pietrzak,
Executive Director; Robert Wimmel, Vice President; and John Reynoldson,
Executive Director.

MARKET CONDITIONS

The interest-rate environment of the 12 months ended October 31, 2004 was marked
by two periods of steadily declining yields, with a significant sell-off in the
middle. Yields fell steadily through the first half of the period, approaching
the historical lows of 2003. This trend persisted until March, at which point
yields reversed direction and began an upward march as prices fell. These losses
were steepest in April, as a surprisingly strong employment report and signals
from members of the Federal Open Market Committee (the "Fed") caused investors
to expect a near-term rate increase. Rates went on to decline from May through
the end of the period as the market digested the Fed's newly hawkish rate
stance. Investors were further comforted when, after the Fed raised rates at its
June 30, 2004 meeting, its members indicated that the path of future rate
increases would be measured.

Unusually, longer-maturity securities largely outperformed in this period of Fed
tightening. Historically, the typical pattern in periods of tightening policy
has seen yields rise across all maturities. During the review period, however,
yields of shorter maturity bonds rose while those of bonds with longer
maturities declined slightly.

Lower-quality municipal bonds also performed strongly in this environment, as
the difference in yields (known as the "yield spread") between AAA and BBB rated
bonds decreased by roughly 20 basis points for 20-year bonds. As a result,
sectors with heavy exposure to lower-rated debt, such as hospitals and
industrial-revenue bonds, posted higher total returns than sectors dominated by
higher-rated debt.

Issuance for the first 10 months of 2004 (the final 10 months of the review
period) was roughly six percent lower than in the same period in 2003. That
said, 2003 was a record year, and at the current pace of issuance, 2004 could
well be one of the largest years in recent memory. The strong supply met with
faltering demand from mutual funds, as fund investors withdrew over $15 billion
in net cash during the period. This faltering demand was largely offset by
increased participation in the market by insurance companies and individual
investors.

(1)Team members may change without notice at any time.



                                      I-4
<PAGE>


While New York was still among the largest issuers in the country during the
period, its overall issuance fell by 18 percent for the first nine months of
2004 relative to the same period in 2003. Many local municipalities moved to
take advantage of relatively low interest rates during the period by refinancing
their existing debt. The state's ongoing economic improvement led to an upgrade
by Moody's.

PERFORMANCE ANALYSIS

The trust's return can be calculated based upon either the market price or the
net asset value (NAV) of its shares. NAV per share is determined by dividing the
value of the trust's portfolio securities, cash and other assets, less all
liabilities, by the total number of common shares outstanding, while market
price reflects the supply and demand for the shares. As a result, the two
returns can differ significantly. On both an NAV basis and a market price basis,
the trust outperformed its benchmark, the Lehman Brothers New York Municipal
Bond Index. (See table below.)

The trust uses leverage to enhance its dividend to common shareholders. The
trust borrows money at short-term rates through the issuance of preferred
shares. The proceeds are reinvested in longer-term securities, taking advantage
of the difference between short- and longer-term rates. The Fed's policy of
raising interest rates in the final months of the period made the trust's
borrowing activity more expensive. These expenses, however, were more than
offset by the strong performance of the bonds we invested in, leading to the
trust's outperformance versus its benchmark, which is unleveraged.

Interest rates spent much of the period at or near historic lows. Given these
levels, our analysis indicated that there was little room for rates to fall
further, and that as a result, rates were more likely to go up than down over
the intermediate term. This analysis led us to reduce the trust's interest-rate
sensitivity to a level that was less than that of its benchmark. While this
approach served the trust well when rates rose in the late spring and early
summer, it was an overall drag on performance for the one-year period.

With interest rates at such low levels, several of the trust's holdings were
called away by issuers seeking to refinance their bonds at lower yields. Several
of the

TOTAL RETURN FOR THE 12-MONTH PERIOD ENDED OCTOBER 31, 2004

<Table>
<Caption>
- --------------------------------------------------------------
      BASED ON     BASED ON     LEHMAN BROTHERS NEW YORK
        NAV      MARKET PRICE     MUNICIPAL BOND INDEX
<S>   <C>        <C>            <C>                      <C>

       8.93%        7.24%                5.79%
- --------------------------------------------------------------
</Table>

PERFORMANCE DATA QUOTED REPRESENTS PAST PERFORMANCE, WHICH IS NO GUARANTEE OF
FUTURE RESULTS, AND CURRENT PERFORMANCE MAY BE LOWER OR HIGHER THAN THE FIGURES
SHOWN. INVESTMENT RETURN, NET ASSET VALUE AND COMMON SHARE MARKET PRICE WILL
FLUCTUATE AND TRUST SHARES, WHEN SOLD, MAY BE WORTH MORE OR LESS THAN THEIR
ORIGINAL COST. SEE PERFORMANCE SUMMARY FOR ADDITIONAL PERFORMANCE INFORMATION
AND INDEX DEFINITION.



                                      I-5
<PAGE>


trust's shorter maturity bonds were also prerefunded, and we sold many of these
securities to take advantage of more compelling opportunities elsewhere. We
reinvested the proceeds into securities that we believed had attractive total-
return prospects, emphasizing bonds in the 13-to 18-year portion of the yield
curve, especially those with the relatively lower interest-rate sensitivity.
These bonds offer the dual benefit of a strong income stream and moderate
vulnerability to shifting interest rates.

We continued to pursue relative value opportunities at the long end of the
market, buying securities when they offered attractive value and selling them
once they met our performance targets in order to reinvest the proceeds
elsewhere.

We remained focused on keeping the trust's risk profile within a reasonable
range through attention to credit quality and diversification. By the end of the
12-month period, more than 87 percent of the trust's total investments were
invested in bonds rated AAA and AA; these represent the two highest tiers of
credit ratings. The portfolio was also well diversified across the major sectors
of the municipal bond market. Its three largest sector exposures were
transportation, general purpose, and health care.

While it is impossible to predict the exact turning point when interest rates
will move decisively higher, we believe the trust remains well positioned for
the near future. We will continue to comb the municipal bond markets for
interesting opportunities.

There is no guarantee that any securities mentioned will continue to perform
well or be held by the trust in the future.



                                      I-6
<PAGE>



<Table>
<Caption>
RATINGS ALLOCATION AS OF 10/31/04
<S>                                                                 <C>
AAA/Aaa                                                              57.8%
AA/Aa                                                                29.8
A/A                                                                   5.7
BBB/Baa                                                               6.7
<Caption>
TOP 5 SECTORS AS OF 10/31/04
<S>                                                                 <C>
Transportation                                                       18.6%
General Purpose                                                      12.6
Health Care                                                          12.3
Higher Education                                                     12.1
Industrial Revenue                                                   10.7
</Table>

Subject to change daily. Provided for informational purposes only and should not
be deemed as a recommendation to buy or sell the securities mentioned or
securities in the sectors shown above. Ratings are as a percentage of total
investments. Sectors are as a percentage of long-term investments. Securities
are classified by sectors that represent broad groupings of related industries.
Van Kampen is a wholly owned subsidiary of a global securities firm which is
engaged in a wide range of financial services including, for example, securities
trading and brokerage activities, investment banking, research and analysis,
financing and financial advisory services. Rating allocations based upon ratings
as issued by Standard and Poor's and Moody's, respectively.



                                      I-7
<PAGE>


FOR MORE INFORMATION ABOUT PORTFOLIO HOLDINGS

       Each Van Kampen trust provides a complete schedule of portfolio holdings
       in its semiannual and annual reports within 60 days of the end of the
       trust's second and fourth fiscal quarters by filing the schedule
       electronically with the Securities and Exchange Commission (SEC). The
       semiannual reports are filed on Form N-CSRS and the annual reports are
       filed on Form N-CSR. Van Kampen also delivers the semiannual and annual
       reports to trust shareholders, and makes these reports available on its
       public web site, www.vankampen.com. In addition to the semiannual and
       annual reports that Van Kampen delivers to shareholders and makes
       available through the Van Kampen public web site, each trust files a
       complete schedule of portfolio holdings with the SEC for the trust's
       first and third fiscal quarters on Form N-Q. Van Kampen does not deliver
       the reports for the first and third fiscal quarters to shareholders, nor
       are the reports posted to the Van Kampen public web site. You may,
       however, obtain the Form N-Q filings (as well as the Form N-CSR and
       N-CSRS filings) by accessing the SEC's web site, http://www.sec.gov. You
       may also review and copy them at the SEC's Public Reference Room in
       Washington, DC. Information on the operation of the SEC's Public
       Reference Room may be obtained by calling the SEC at 1-202-942-8090. You
       can also request copies of these materials, upon payment of a duplicating
       fee, by electronic request at the SEC's e-mail address
       (publicinfo@sec.gov) or by writing the Public Reference section of the
       SEC, Washington, DC 20549-0102.

       In addition to filing a complete schedule of portfolio holdings with the
       SEC each fiscal quarter, each Van Kampen trust makes portfolio holdings
       information available by periodically providing the information on its
       public web site, www.vankampen.com. Each Van Kampen trust provides a
       complete schedule of portfolio holdings on the public web site on a
       calendar-quarter basis approximately 30 days after the close of the
       calendar quarter. Van Kampen closed-end funds do not presently provide
       partial lists of their portfolio holdings on a monthly basis, but may do
       so in the future.

       You may obtain copies of a trust's fiscal quarter filings, or its monthly
       or calendar-quarter web site postings, by contacting Van Kampen Client
       Relations at 1-800-847-2424.

PROXY VOTING POLICIES AND PROCEDURES AND PROXY VOTING RECORD

       The trust's policies and procedures with respect to the voting of proxies
       relating to the trust's portfolio securities and information on how the
       trust voted proxies relating to portfolio securities during the most
       recent twelve-month period ended June 30 is available without charge,
       upon request, by calling 1-800-847-2424 or by visiting our web site at
       www.vankampen.com. This information is also available on the Securities
       and Exchange Commission's web site at http://www.sec.gov.



                                      I-8
<PAGE>


VAN KAMPEN NEW YORK VALUE MUNICIPAL INCOME TRUST

PORTFOLIO OF INVESTMENTS -- OCTOBER 31, 2004

<Table>
<Caption>
PAR
AMOUNT
(000)     DESCRIPTION                                      COUPON   MATURITY      VALUE
- -------------------------------------------------------------------------------------------
<C>       <S>                                              <C>      <C>        <C>
          MUNICIPAL BONDS  154.6%
          NEW YORK  145.5%
$1,500    Erie Cnty, NY Indl Dev Agy Sch Fac Rev City of
          Buffalo Proj (FSA Insd)......................... 5.750%   05/01/20   $  1,726,425
 1,100    Islip, NY Res Recovery Agy Rev 1985 Fac Ser E
          (AMT) (FSA Insd)................................ 5.750    07/01/20      1,220,802
 2,000    Islip, NY Res Recovery Agy Rev 1985 Fac Ser B
          (AMT) (AMBAC Insd).............................. 7.250    07/01/11      2,451,380
 2,000    Long Island Pwr Auth NY Elec Sys Rev Gen
          Ser C........................................... 5.500    09/01/19      2,194,080
 1,000    Metropolitan Trans Auth NY Rev Ser A Rfdg (AMBAC
          Insd)........................................... 5.500    11/15/19      1,138,180
 1,000    Metropolitan Trans Auth NY Svc Contract
          Ser A Rfdg...................................... 5.125    01/01/29      1,029,970
 1,000    Metropolitan Trans Auth NY Svc Contract Ser B
          (MBIA Insd)..................................... 5.500    07/01/14      1,161,960
 1,115    Monroe Woodbury, NY Cent Sch Ser A Rfdg (FGIC
          Insd)........................................... 5.000    05/15/19      1,219,855
 1,500    Nassau Cnty, NY Interim Fin Auth Sales Tax Secd
          Ser A (AMBAC Insd).............................. 5.000    11/15/18      1,637,265
   295    Nassau Cnty, NY Interim Fin Auth Sales Tax Secd
          Ser A-1 (AMBAC Insd)............................ 5.375    11/15/16        330,828
 1,000    Nassau Cnty, NY Swr & Storm Wtr Fin Auth Sys Rev
          Ser B (MBIA Insd)............................... 5.000    10/01/21      1,074,840
 1,000    New York City Hsg Dev Corp Multi-Family Hsg Rev
          Ser A (AMT)..................................... 5.950    11/01/32      1,049,480
 1,900    New York City Indl Dev Agy Brooklyn Navy
          Yard (AMT)...................................... 5.650    10/01/28      1,790,522
 1,355    New York City Indl Dev Agy Civic Fac Rev
          Nightingale Bamford Sch Rfdg (AMBAC Insd) (b)... 5.250    01/15/19      1,489,890
 2,000    New York City Indl Dev Agy Spl Fac Rev Terminal
          One Group Assn Proj (AMT)....................... 6.000    01/01/15      2,045,060
 1,230    New York City Indl Dev Civic YMCA Gtr NY Proj... 5.850    08/01/08      1,333,763
 1,500    New York City Indl Dev Civic YMCA Gtr NY Proj... 5.800    08/01/16      1,609,635
 1,000    New York City Muni Wtr Fin Auth Wtr & Swr Sys
          Rev............................................. 5.500    06/15/33      1,079,880
 3,000    New York City Muni Wtr Fin Auth Wtr & Swr Sys
          Ser B (FGIC Insd)............................... 5.250    06/15/29      3,146,220
 1,500    New York City Ser E Rfdg (MBIA Insd)............ 6.200    08/01/08      1,702,605
 1,000    New York City Ser H (FGIC Insd)................. 6.000    08/01/12      1,180,140
    60    New York City Transitional Fin Auth Rev Unref
          Future Tax Secd Ser A........................... 5.000    08/15/27         61,005
 1,750    New York City Transitional Fin Auth Rev Future
          Tax Secd Ser B (MBIA Insd)...................... 5.250    05/01/16      1,934,712
 1,000    New York City Transitional Fin Auth Rev Future
          Tax Secd Ser C (AMBAC Insd)..................... 5.250    08/01/21      1,085,010
</Table>

See Notes to Financial Statements


                                      I-9
<PAGE>


VAN KAMPEN NEW YORK VALUE MUNICIPAL INCOME TRUST

PORTFOLIO OF INVESTMENTS -- OCTOBER 31, 2004 continued

<Table>
<Caption>
PAR
AMOUNT
(000)     DESCRIPTION                                      COUPON   MATURITY      VALUE
- -------------------------------------------------------------------------------------------
<C>       <S>                                              <C>      <C>        <C>
          NEW YORK (CONTINUED)
$1,000    New York City Transitional Fin Auth Rev Future
          Tax Secd Ser D (MBIA Insd)...................... 5.250%   02/01/19   $  1,100,000
 1,000    New York St Dorm Auth Lease Rev Court Fac
          Ser A........................................... 5.375    05/15/22      1,074,320
   745    New York St Dorm Auth Lease Rev Master Boces Pgm
          (FSA Insd)...................................... 5.250    08/15/21        812,564
   500    New York St Dorm Auth Lease Rev Master Boces Pgm
          (FSA Insd)...................................... 5.250    08/15/23        539,575
 2,150    New York St Dorm Auth Lease Rev Master Boces Pgm
          Ser A (FSA Insd) (b)............................ 5.250    08/15/16      2,383,877
 1,000    New York St Dorm Auth Lease Rev St Univ Dorm
          Fac............................................. 5.375    07/01/16      1,102,860
   820    New York St Dorm Auth Lease Univ Dorm
          Fac Ser B....................................... 5.125    07/01/28        846,060
 2,055    New York St Dorm Auth Lease Univ Dorm Fac Ser B
          (Prerefunded @ 7/01/09)......................... 5.125    07/01/28      2,309,224
 1,500    New York St Dorm Auth Rev City Univ Sys Cons Ser
          A............................................... 5.625    07/01/16      1,750,650
 2,500    New York St Dorm Auth Rev Cons City Univ Sys
          Second Gen Ser A................................ 5.750    07/01/13      2,881,900
 1,670    New York St Dorm Auth Rev Dept Education (b).... 5.250    07/01/19      1,826,863
 1,800    New York St Dorm Auth Rev Hosp (MBIA Insd)...... 5.000    08/01/33      1,859,526
 1,425    New York St Dorm Auth Rev Insd John T Mather Mem
          Hosp Rfdg (Connie Lee Insd) (b)................. 6.500    07/01/08      1,623,474
 1,000    New York St Dorm Auth Rev Insd John T Mather Mem
          Hosp Rfdg (Connie Lee Insd)..................... 6.500    07/01/10      1,179,260
 1,720    New York St Dorm Auth Rev Insd John T Mather Mem
          Hosp Rfdg (Connie Lee Insd) (b)................. 6.500    07/01/11      2,053,353
 1,000    New York St Dorm Auth Rev Mem Sloan-Kettering
          Ctr Ser 1 (MBIA Insd)........................... 5.000    07/01/20      1,072,240
 1,000    New York St Dorm Auth Rev Mental Hlth Svc
          Ser A........................................... 6.000    02/15/07      1,083,710
 1,215    New York St Dorm Auth Rev Mental Hlth Svc Ser B
          (MBIA Insd)..................................... 5.250    08/15/31      1,265,228
 1,500    New York St Dorm Auth Rev Sch Dist Fin Pgm Ser D
          (MBIA Insd)..................................... 5.500    10/01/17      1,711,530
 2,515    New York St Dorm Auth Rev Second Hosp Interfaith
          Med Cent Ser D (FSA Insd)....................... 5.750    02/15/08      2,776,032
 1,000    New York St Dorm Auth Rev Second Hosp North Gen
          Hosp Rfdg....................................... 5.750    02/15/18      1,123,560
 1,250    New York St Dorm Auth Rev St Personal Income Tax
          Ed Ser A........................................ 5.000    03/15/32      1,277,825
 3,000    New York St Energy Resh & Dev Auth Gas Fac Rev
          Brooklyn Union Gas Ser C (AMT) (MBIA Insd)...... 5.600    06/01/25      3,051,690
 1,000    New York St Energy Resh & Dev Auth St Svc
          Contract Rev.................................... 6.000    04/01/07      1,087,280
</Table>

                                               See Notes to Financial Statements


                                      I-10
<PAGE>


VAN KAMPEN NEW YORK VALUE MUNICIPAL INCOME TRUST

PORTFOLIO OF INVESTMENTS -- OCTOBER 31, 2004 continued

<Table>
<Caption>
PAR
AMOUNT
(000)     DESCRIPTION                                      COUPON   MATURITY      VALUE
- -------------------------------------------------------------------------------------------
<C>       <S>                                              <C>      <C>        <C>
          NEW YORK (CONTINUED)
$1,000    New York St Environmental Fac Corp St Clean Wtr
          & Drinking Revolving Fd Muni Wtr Proj Ser B..... 5.250%   06/15/20   $  1,090,700
 1,695    New York St Environmental Fac Corp St Clean Wtr
          & Drinking Revolving Fd Ser B................... 5.000    06/15/21      1,808,277
 1,000    New York St Loc Govt Assist Corp Ser E Rfdg..... 6.000    04/01/14      1,187,930
 2,000    New York St Med Care Fac Fin Agy Rev Saint
          Peter's Hosp Proj Ser A (AMBAC Insd)............ 5.375    11/01/20      2,024,380
 1,000    New York St Twy Auth Hwy & Brdg Tr Fd Ser A (FSA
          Insd)........................................... 5.250    04/01/19      1,091,290
 1,000    New York St Twy Auth Second Ser A (MBIA Insd)... 5.000    04/01/22      1,069,320
 2,000    New York St Twy Auth Second Ser A (MBIA Insd)... 5.000    04/01/23      2,124,180
   460    New York St Twy Auth Svc Contract Rev Loc Hwy &
          Brdg............................................ 5.500    04/01/16        519,345
 2,150    New York St Urban Dev Corp Rev Correctional Fac
          Ser A Rfdg...................................... 5.500    01/01/14      2,407,376
 1,000    New York St Urban Dev Corp Rev Proj
          Pine Barrens.................................... 5.375    04/01/17      1,031,230
 1,000    New York St Urban Dev Corp Rev St Fac Rfdg...... 5.500    04/01/07      1,079,010
 1,060    Niagara Falls, NY Wtr Treatment Plant (AMT)
          (MBIA Insd)..................................... 7.250    11/01/10      1,282,430
 2,000    Port Auth NY & NJ Cons 97th Ser (AMT)
          (FGIC Insd)..................................... 6.650    01/15/23      2,038,900
 2,500    Port Auth NY & NJ Spl Oblig Rev Spl Proj JFK
          Intl Arpt Terminal 6 (AMT) (MBIA Insd).......... 5.750    12/01/25      2,675,725
 1,000    Sales Tax Asset Receivable Corp NY Ser A (MBIA
          Insd) (a)....................................... 5.000    10/15/21      1,081,050
 1,250    Sodus, NY Ctr Sch Dist Rfdg (FGIC Insd) (b)..... 5.125    06/15/17      1,365,213
 1,000    Tobacco Settlement Fin Corp NY Ser C-1.......... 5.500    06/01/22      1,088,000
 3,000    Triborough Brdg & Tunl Auth NY Rev Gen Purp Ser
          A............................................... 5.000    01/01/32      3,067,830
 1,600    Triborough Brdg & Tunl Auth NY Rev Gen Purp Ser
          B Rfdg.......................................... 5.125    11/15/29      1,660,816
 2,000    Triborough Brdg & Tunl Auth NY Ser E Rfdg (MBIA
          Insd)........................................... 5.000    11/15/32      2,056,620
 1,000    Yonkers, NY Indl Dev Agy Civic Fac Rev Cmnty Dev
          Ppty Yonkers Inc Ser A.......................... 6.625    02/01/26      1,078,760
                                                                               ------------
                                                                                105,314,490
                                                                               ------------
          PUERTO RICO  6.7%
 3,000    Puerto Rico Comwlth Hwy & Tran Auth Hwy Rev Ser
          Y Rfdg (FSA Insd)............................... 6.250    07/01/21      3,804,780
 1,000    Puerto Rico Pub Bldgs Auth Rev Gtd Govt Fac Ser
          I (Comwlth Gtd)................................. 5.250    07/01/33      1,047,830
                                                                               ------------
                                                                                  4,852,610
                                                                               ------------
</Table>

See Notes to Financial Statements


                                      I-11
<PAGE>


VAN KAMPEN NEW YORK VALUE MUNICIPAL INCOME TRUST

PORTFOLIO OF INVESTMENTS -- OCTOBER 31, 2004 continued

<Table>
<Caption>
PAR
AMOUNT
(000)     DESCRIPTION                                      COUPON   MATURITY      VALUE
- -------------------------------------------------------------------------------------------
<C>       <S>                                              <C>      <C>        <C>
          U. S. VIRGIN ISLANDS  2.4%
$1,500    Virgin Islands Pub Fin Auth Rev Gross Rcpt Taxes
          Ln Nt Ser A..................................... 6.375%   10/01/19   $  1,737,270
                                                                               ------------

TOTAL INVESTMENTS  154.6%
  (Cost $102,986,074).......................................................    111,904,370
OTHER ASSETS IN EXCESS OF LIABILITIES  0.7%.................................        472,029
PREFERRED SHARES (INCLUDING ACCRUED DISTRIBUTIONS)  (55.3%).................    (40,006,619)
                                                                               ------------

NET ASSETS APPLICABLE TO COMMON SHARES  100.0%..............................   $ 72,369,780
                                                                               ============
</Table>

    Percentages are calculated as a percentage of net assets applicable to
    common shares.

(a) Securities purchased on a when-issued or delayed delivery basis.

(b) The Trust owns 100% of the bond issuance.

AMBAC--AMBAC Indemnity Corp.

AMT--Alternative Minimum Tax

Comwth Gtd--Commonwealth of Puerto Rico

Connie Lee--Connie Lee Insurance Co.

FGIC--Financial Guaranty Insurance Co.

FSA--Financial Security Assurance Inc.

MBIA--Municipal Bond Investors Assurance Corp.

                                               See Notes to Financial Statements


                                      I-12
<PAGE>


VAN KAMPEN NEW YORK VALUE MUNICIPAL INCOME TRUST

FINANCIAL STATEMENTS

Statement of Assets and Liabilities
October 31, 2004

<Table>
<S>                                                           <C>
ASSETS:
Total Investments (Cost $102,986,074).......................  $111,904,370
Cash........................................................        87,390
Receivables:
  Interest..................................................     1,724,055
  Investments Sold..........................................        98,377
Other.......................................................         2,896
                                                              ------------
    Total Assets............................................   113,817,088
                                                              ------------
LIABILITIES:
Payables:
  Investments Purchased.....................................     1,078,820
  Investment Advisory Fee...................................        56,931
  Income Distributions--Common Shares.......................        20,750
  Other Affiliates..........................................         7,022
Trustees' Deferred Compensation and Retirement Plans........       208,509
Accrued Expenses............................................        68,657
                                                              ------------
    Total Liabilities.......................................     1,440,689
Preferred Shares (including accrued distributions)..........    40,006,619
                                                              ------------
NET ASSETS APPLICABLE TO COMMON SHARES......................  $ 72,369,780
                                                              ============
NET ASSET VALUE PER COMMON SHARE ($72,369,780 divided by
  4,291,172 shares outstanding).............................  $      16.86
                                                              ============
NET ASSETS CONSIST OF:
Common Shares ($.01 par value with an unlimited number of
  shares authorized, 4,291,172 shares issued and
  outstanding)..............................................  $     42,912
Paid in Surplus.............................................    62,404,365
Net Unrealized Appreciation.................................     8,918,296
Accumulated Net Realized Gain...............................       540,115
Accumulated Undistributed Net Investment Income.............       464,092
                                                              ------------
NET ASSETS APPLICABLE TO COMMON SHARES......................  $ 72,369,780
                                                              ============
PREFERRED SHARES ($.01 par value, authorized 100,000,000
  shares, 1,600 issued with liquidation preference of
  $25,000 per share)........................................  $ 40,000,000
                                                              ============

NET ASSETS INCLUDING PREFERRED SHARES.......................  $112,369,780
                                                              ============
</Table>

See Notes to Financial Statements


                                      I-13
<PAGE>


VAN KAMPEN NEW YORK VALUE MUNICIPAL INCOME TRUST

FINANCIAL STATEMENTS continued

Statement of Operations
For the Year Ended October 31, 2004

<Table>
<S>                                                           <C>
INVESTMENT INCOME:
Interest....................................................  $5,493,932
                                                              ----------
EXPENSES:
Investment Advisory Fee.....................................     667,539
Preferred Share Maintenance.................................     125,969
Trustees' Fees and Related Expenses.........................      61,240
Administrative Fee..........................................      32,501
Legal.......................................................      21,268
Custody.....................................................       7,062
Other.......................................................     134,311
                                                              ----------
    Total Expenses..........................................   1,049,890
                                                              ----------
NET INVESTMENT INCOME.......................................  $4,444,042
                                                              ==========
REALIZED AND UNREALIZED GAIN/LOSS:
Net Realized Gain...........................................  $  668,558
                                                              ----------
Unrealized Appreciation/Depreciation:
  Beginning of the Period...................................   7,892,527
  End of the Period.........................................   8,918,296
                                                              ----------
Net Unrealized Appreciation During the Period...............   1,025,769
                                                              ----------
NET REALIZED AND UNREALIZED GAIN............................  $1,694,327
                                                              ==========
DISTRIBUTIONS TO PREFERRED SHAREHOLDERS.....................  $ (384,197)
                                                              ==========
NET INCREASE IN NET ASSETS APPLICABLE TO COMMON SHARES FROM
  OPERATIONS................................................  $5,754,172
                                                              ==========
</Table>

                                               See Notes to Financial Statements


                                      I-14
<PAGE>


VAN KAMPEN NEW YORK VALUE MUNICIPAL INCOME TRUST

FINANCIAL STATEMENTS continued

Statements of Changes in Net Assets

<Table>
<Caption>
                                                              FOR THE             FOR THE
                                                             YEAR ENDED          YEAR ENDED
                                                          OCTOBER 31, 2004    OCTOBER 31, 2003
                                                          ------------------------------------
<S>                                                       <C>                 <C>
FROM INVESTMENT ACTIVITIES:
Operations:
Net Investment Income...................................    $ 4,444,042         $ 4,596,637
Net Realized Gain.......................................        668,558           1,535,745
Net Unrealized Appreciation/Depreciation During the
  Period................................................      1,025,769            (941,564)
Distributions to Preferred Shareholders:
  Net Investment Income.................................       (384,197)           (387,454)
                                                            -----------         -----------

Change in Net Assets Applicable to Common Shares from
  Operations............................................      5,754,172           4,803,364
Distributions to Common Shareholders:
  Net Investment Income.................................     (4,200,708)         (4,361,592)
                                                            -----------         -----------

NET CHANGE IN NET ASSETS APPLICABLE TO COMMON SHARES
  FROM INVESTMENT ACTIVITIES............................      1,553,464             441,772

NET ASSETS APPLICABLE TO COMMON SHARES:.................
Beginning of the Period.................................     70,816,316          70,374,544
                                                            -----------         -----------
End of the Period (Including accumulated undistributed
  net investment income of $464,092 and $621,363,
  respectively).........................................    $72,369,780         $70,816,316
                                                            ===========         ===========
</Table>

See Notes to Financial Statements


                                      I-15
<PAGE>


VAN KAMPEN NEW YORK VALUE MUNICIPAL INCOME TRUST

FINANCIAL HIGHLIGHTS

THE FOLLOWING SCHEDULE PRESENTS FINANCIAL HIGHLIGHTS FOR ONE COMMON SHARE OF THE
TRUST OUTSTANDING THROUGHOUT THE PERIODS INDICATED.

<Table>
<Caption>
                                                            ---------------------------------
                                                               2004        2003      2002 (a)
                                                            ---------------------------------
<S>                                                         <C>           <C>        <C>
NET ASSET VALUE, BEGINNING OF THE PERIOD...................  $ 16.50      $ 16.40    $ 16.12
                                                             -------      -------    -------
  Net Investment Income....................................     1.04         1.07       1.10
  Net Realized and Unrealized Gain/Loss....................      .39          .14        .24
  Common Share Equivalent of Distributions Paid to
  Preferred Shareholders:
    Net Investment Income..................................     (.09)        (.09)      (.13)
                                                             -------      -------    -------
Total from Investment Operations...........................     1.34         1.12       1.21
Distributions Paid to Common Shareholders:
    Net Investment Income..................................     (.98)       (1.02)      (.93)
                                                             -------      -------    -------
NET ASSET VALUE, END OF THE PERIOD.........................  $ 16.86      $ 16.50    $ 16.40
                                                             =======      =======    =======

Common Share Market Price at End of the Period.............  $ 15.30      $ 15.21    $ 14.85
Total Return (b)...........................................    7.24%        9.38%      6.25%
Net Assets Applicable to Common Shares at End of the Period
  (In millions)............................................  $  72.4      $  70.8    $  70.4
Ratio of Expenses to Average Net Assets Applicable to
  Common Shares (c)........................................    1.47%        1.46%      1.53%
Ratio of Net Investment Income to Average Net Assets
  Applicable to Common Shares (c)..........................    6.24%        6.48%      6.89%
Portfolio Turnover.........................................      18%          30%        33%

SUPPLEMENTAL RATIOS:
Ratio of Expenses to Average Net Assets Including Preferred
  Shares (c)...............................................     .94%         .94%       .96%
Ratio of Net Investment Income to Average Net Assets
  Applicable to Common Shares (d)..........................    5.70%        5.93%      6.10%

SENIOR SECURITIES:
Total Preferred Shares Outstanding.........................    1,600        1,600      1,600
Asset Coverage Per Preferred Share (e).....................  $70,235      $69,261    $68,985
Involuntary Liquidating Preference Per Preferred Share.....  $25,000      $25,000    $25,000
Average Market Value Per Preferred Share...................  $25,000      $25,000    $25,000
</Table>

(a)As required, effective November 1, 2001 the Trust has adopted the provisions
   of the AICPA Audit and Accounting Guide for Investment Companies and began
   accreting market discount on fixed income securities. The effect of this
   change for the year ended October 31, 2002 was to increase net investment
   income per share by $.01, decrease net realized and unrealized gains and
   losses per share by $.01 and increase the ratio of net investment income to
   average net assets applicable to common shares by .04%. Per share, ratios and
   supplemental data for periods prior to October 31, 2002 have not been
   restated to reflect this change in presentation.

(b)Total return assumes an investment at the common share market price at the
   beginning of the period indicated, reinvestment of all distributions for the
   period in accordance with the Trust's dividend reinvestment plan, and sale of
   all shares at the closing common share market price at the end of the period
   indicated.

(c)Ratios do not reflect the effect of dividend payments to preferred
   shareholders.

(d)Ratios reflect the effect of dividend payments to preferred shareholders.

(e)Calculated by subtracting the Trust's total liabilities (not including the
   preferred shares) from the Trust's total assets and dividing this by the
   number of preferred shares outstanding.



                                      I-16
<PAGE>


<Table>
<Caption>
YEAR ENDED OCTOBER 31,
- ------------------------------------------------------------------------------
      2001       2000       1999       1998       1997       1996       1995
- ------------------------------------------------------------------------------
<S>  <C>       <C>        <C>        <C>        <C>        <C>        <C>
     $ 14.98   $  14.31   $  16.14   $  15.39   $  14.45   $  14.17   $  12.23
     -------   --------   --------   --------   --------   --------   --------
        1.09       1.12       1.09       1.09       1.10       1.09       1.07
        1.17        .75      (1.85)       .74        .87        .17       1.95
        (.27)      (.37)      (.28)      (.31)      (.31)      (.32)      (.36)
     -------   --------   --------   --------   --------   --------   --------
        1.99       1.50      (1.04)      1.52       1.66        .94       2.66
        (.85)      (.83)      (.79)      (.77)      (.72)      (.66)      (.72)
     -------   --------   --------   --------   --------   --------   --------
     $ 16.12   $  14.98   $  14.31   $  16.14   $  15.39   $  14.45   $  14.17
     =======   ========   ========   ========   ========   ========   ========

     $ 14.86   $13.0625   $13.0625   $14.9375   $13.3125   $ 11.625   $ 11.375
      20.61%      6.44%     -7.68%     18.32%     21.19%      8.09%     18.15%
     $  69.2   $   64.3   $   61.4   $   69.3   $   66.0   $   62.0   $   60.8
       1.75%      1.85%      1.80%      1.79%      1.87%      1.95%      2.06%
       6.92%      7.73%      7.01%      6.91%      7.42%      7.69%      8.11%
          6%        29%         4%        11%        25%        51%        77%

       1.10%      1.13%      1.12%      1.13%      1.15%      1.18%      1.20%
       5.20%      5.20%      5.19%      4.96%      5.32%      5.41%      5.38%

       1,600      1,600      1,600        800        800        800        800
     $68,224   $ 65,189   $ 63,381   $136,581   $132,546   $127,515   $126,006
     $25,000   $ 25,000   $ 25,000   $ 50,000   $ 50,000   $ 50,000   $ 50,000
     $25,000   $ 25,000   $ 25,000   $ 50,000   $ 50,000   $ 50,000   $ 50,000
</Table>

See Notes to Financial Statements


                                      I-17
<PAGE>


VAN KAMPEN NEW YORK VALUE MUNICIPAL INCOME TRUST

NOTES TO FINANCIAL STATEMENTS -- OCTOBER 31, 2004

1. SIGNIFICANT ACCOUNTING POLICIES

Van Kampen New York Value Municipal Income Trust (the "Trust") is registered as
a non-diversified, closed-end management investment company under the Investment
Company Act of 1940, as amended. The Trust's investment objective is to provide
a high level of current income exempt from federal as well as from New York
State and New York City income taxes, consistent with preservation of capital.
The Trust will invest substantially all of its assets in New York municipal
securities rated investment grade at the time of investment. The Trust commenced
investment operations on April 30, 1993. Effective November 30, 2003, the
Trust's investment adviser, Van Kampen Investment Advisory Corp. merged into its
affiliate, Van Kampen Asset Management.

    The following is a summary of significant accounting policies consistently
followed by the Trust in the preparation of its financial statements. The
preparation of financial statements in conformity with accounting principles
generally accepted in the United States of America requires management to make
estimates and assumptions that affect the reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities at the date of
the financial statements and the reported amounts of revenues and expenses
during the reporting period. Actual results could differ from those estimates.

A. SECURITY VALUATION Municipal bonds are valued by independent pricing services
or dealers using the mean of the bid and asked prices or, in the absence of
market quotations, at fair value based upon yield data relating to municipal
bonds with similar characteristics and general market conditions. Securities
which are not valued by independent pricing services or dealers are valued at
fair value using procedures established in good faith by the Board of Trustees.
Short-term securities with remaining maturities of 60 days or less are valued at
amortized cost, which approximates market value.

B. SECURITY TRANSACTIONS Security transactions are recorded on a trade date
basis. Realized gains and losses are determined on an identified cost basis. The
Trust may purchase and sell securities on a "when-issued" or "delayed delivery"
basis with settlement to occur at a later date. The value of the security so
purchased is subject to market fluctuations during this period. The Fund will
segregate assets with the custodian having an aggregate value at least equal to
the amount of the when-issued or delayed delivery purchase commitments until
payment is made. At October 31, 2004, the Trust had $1,078,820 of when-issued or
delayed delivery purchase commitments.

C. INVESTMENT INCOME Interest income is recorded on an accrual basis. Bond
premium is amortized and discount is accreted over the expected life of each
applicable security.

D. FEDERAL INCOME TAXES It is the Trust's policy to comply with the requirements
of the Internal Revenue Code applicable to regulated investment companies and to
distribute substantially all of its taxable income to its shareholders.
Therefore, no provision for federal income taxes is required.



                                      I-18
<PAGE>


VAN KAMPEN NEW YORK VALUE MUNICIPAL INCOME TRUST

NOTES TO FINANCIAL STATEMENTS -- OCTOBER 31, 2004 continued

    At October 31, 2004, the cost and related gross unrealized appreciation and
depreciation are as follows:

<Table>
<S>                                                           <C>
Cost of investments for tax purposes........................  $102,862,868
                                                              ============
Gross tax unrealized appreciation...........................  $  9,094,679
Gross tax unrealized depreciation...........................       (53,177)
                                                              ------------
Net tax unrealized appreciation on investments..............  $  9,041,502
                                                              ============
</Table>

E. DISTRIBUTION OF INCOME AND GAINS The Trust declares and pays monthly
dividends from net investment income to common shareholders. Net realized gains,
if any, are distributed annually on a pro rata basis to common and preferred
shareholders. Distributions from net realized gains for book purposes may
include short-term capital gains, which are included as ordinary income for tax
purposes.

    The tax character of distributions paid during the years ended October 31,
2004 and 2003 was as follows:

<Table>
<Caption>
                                                               2004       2003
<S>                                                           <C>        <C>
Distributions paid from:
  Ordinary income...........................................  $49,608    $39,175
  Long-term capital gain....................................      -0-        -0-
                                                              -------    -------
                                                              $49,608    $39,175
                                                              =======    =======
</Table>

    Due to inherent differences in the recognition of income, expenses and
realized gain/losses under accounting principles generally accepted in the
United States of America and federal income tax purposes, permanent differences
between book and tax basis reporting have been identified and appropriately
reclassified on the Statement of Assets and Liabilities. A permanent difference
relating to book to tax accretion differences totaling $16,408 was reclassified
from accumulated undistributed net investment income to accumulated net realized
gain.

    As of October 31, 2004, the components of distributable earnings on a tax
basis were as follows:

<Table>
<S>                                                           <C>
Undistributed ordinary income...............................  $  4,649
Undistributed long-term capital gain........................   680,317
</Table>

    Net realized gains or losses may differ for financial and tax reporting
purposes primarily as a result of the deferral of losses relating to wash sale
transactions.

2. INVESTMENT ADVISORY AGREEMENT AND OTHER TRANSACTIONS WITH AFFILIATES

Under the terms of the Trust's Investment Advisory Agreement, Van Kampen Asset
Management (the "Adviser") will provide investment advice and facilities to the
Trust for an annual fee payable monthly of .60% of the average daily net assets
of the Trust. Effective November 1, 2004, the investment advisory fee was
reduced from .60% to .55%. In addition, the Trust paid a monthly administrative
fee to Van Kampen Investments Inc. or its affiliates (collectively "Van
Kampen"), the Trust's Administrator, at an annual rate of .05% of the



                                      I-19
<PAGE>


VAN KAMPEN NEW YORK VALUE MUNICIPAL INCOME TRUST

NOTES TO FINANCIAL STATEMENTS -- OCTOBER 31, 2004 continued

average daily net assets of the Trust. Effective June 1, 2004, the
administrative fee was reduced from .05% to .00%.

    For the year ended October 31, 2004, the Trust recognized expenses of
approximately $8,000 representing legal services provided by Skadden, Arps,
Slate, Meagher & Flom LLP, counsel to the Trust, of which a trustee of the Trust
is a partner who provides legal services to the Trust, and is therefore an
affiliated person.

    Under separate Accounting Services and Legal Services agreements, the
Adviser provides accounting and legal services to the Trust. The Adviser
allocates the cost of such services to each trust. For the year ended October
31, 2004, the Trust recognized expenses of approximately $26,600 representing
Van Kampen's cost of providing accounting and legal services to the Trust, which
are reported as part of "Other" and "Legal" expenses, respectively, in the
Statement of Operations.

    Certain officers and trustees of the Trust are also officers and directors
of Van Kampen. The Trust does not compensate its officers or trustees who are
also officers of Van Kampen.

    The Trust provides deferred compensation and retirement plans for its
trustees who are not officers of Van Kampen. Under the deferred compensation
plan, trustees may elect to defer all or a portion of their compensation to a
later date. Benefits under the retirement plan are payable upon retirement for a
ten-year period and are based upon each trustee's years of service to the Trust.
The maximum annual benefit per trustee under the plan is $2,500.

3. INVESTMENT TRANSACTIONS

During the period, the cost of purchases and proceeds from sales of investments,
excluding short-term investments, were $20,186,458 and $21,230,071,
respectively.

4. PREFERRED SHARES

The Trust has outstanding 1,600 Auction Preferred Shares ("APS"). Dividends are
cumulative and the dividend rate is currently reset every seven days through an
auction process. The rate in effect on October 31, 2004 was 1.510%. During the
year ended October 31, 2004, the rates ranged from 0.450% to 1.510%.

    The Trust pays annual fees equivalent to .25% of the preferred share
liquidation value for the remarketing efforts associated with the preferred
auctions. These fees are included as a component of "Preferred Share
Maintenance" expense in the Statement of Operations.

    The APS are redeemable at the option of the Trust in whole or in part at the
liquidation value of $25,000 per share plus accumulated and unpaid dividends.
The Trust is subject to certain asset coverage tests and the APS are subject to
mandatory redemption if the tests are not met.

5. INDEMNIFICATIONS

The Fund enters into contracts that contain a variety of indemnifications. The
Fund's maximum exposure under these arrangements is unknown. However, the Fund
has not had prior claims or losses pursuant to these contracts and expects the
risk of loss to be remote.



                                      I-20
<PAGE>


VAN KAMPEN NEW YORK VALUE MUNICIPAL INCOME TRUST

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Trustees and Shareholders of Van Kampen New York Value Municipal
Income Trust:

We have audited the accompanying statement of assets and liabilities of Van
Kampen New York Value Municipal Income Trust (the "Trust"), including the
portfolio of investments, as of October 31, 2004, the related statement of
operations for the year then ended, the statements of changes in net assets for
each of the two years in the period then ended, and the financial highlights for
each of the five years in the period then ended. These financial statements and
financial highlights are the responsibility of the Trust's management. Our
responsibility is to express an opinion on these financial statements and
financial highlights based on our audits. The Trust's financial highlights for
the periods ended prior to October 31, 2000 were audited by other auditors whose
report, dated December 6, 1999, expressed an unqualified opinion on those
financial highlights.

    We conducted our audits in accordance with standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements and financial highlights are free of material misstatement. An audit
includes examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements. Our procedures included confirmation of
securities owned as of October 31, 2004, by correspondence with the Trust's
custodian and brokers. An audit also includes assessing the accounting
principles used and significant estimates made by management, as well as
evaluating the overall financial statement presentation. We believe that our
audits provide a reasonable basis for our opinion.

    In our opinion, the financial statements and financial highlights referred
to above present fairly, in all material respects, the financial position of Van
Kampen New York Value Municipal Income Trust as of October 31, 2004, the results
of its operations for the year then ended, the changes in its net assets and the
financial highlights for the respective stated periods, in conformity with
accounting principles generally accepted in the United States of America.

DELOITTE & TOUCHE LLP
Chicago, Illinois
December 10, 2004



                                      I-21
<PAGE>


VAN KAMPEN NEW YORK VALUE MUNICIPAL INCOME TRUST

DIVIDEND REINVESTMENT PLAN

    The Trust offers a dividend reinvestment plan (the "Plan") pursuant to which
Common Shareholders may elect to have dividends and capital gains distributions
reinvested in Common Shares of the Trust. The Trust declares dividends out of
net investment income, and will distribute annually net realized capital gains,
if any. Common Shareholders may join or withdraw from the Plan at any time.

    If you decide to participate in the Plan, State Street Bank and Trust
Company, as your Plan Agent, will automatically invest your dividends and
capital gains distributions in Common Shares of the Trust for your account.

HOW TO PARTICIPATE

    If you wish to participate and your shares are held in your own name, call
1-800-341-2929 for more information and a Plan brochure. If your shares are held
in the name of a brokerage firm, bank, or other nominee, you should contact your
nominee to see if it would participate in the Plan on your behalf. If you wish
to participate in the Plan, but your brokerage firm, bank or nominee is unable
to participate on your behalf, you should request that your shares be
re-registered in your own name which will enable your participation in the Plan.

HOW THE PLAN WORKS

    Participants in the Plan will receive the equivalent in Common Shares valued
on the valuation date, generally at the lower of market price or net asset
value, except as specified below. The valuation date will be the dividend or
distribution payment date or, if that date is not a trading day on the national
securities exchange or market system on which the Common Shares are listed for
trading, the next preceding trading day. If the market price per Common Share on
the valuation date equals or exceeds net asset value per Common Share on that
date, the Trust will issue new Common Shares to participants valued at the
higher of net asset value or 95% of the market price on the valuation date. In
the foregoing situation, the Trust will not issue Common Shares under the Plan
below net asset value. If net asset value per Common Share on the valuation date
exceeds the market price per Common Share on that date, or if the Board of
Trustees should declare a dividend or capital gains distribution payable to the
Common Shareholders only in cash, participants in the Plan will be deemed to
have elected to receive Common Shares from the Trust valued at the market price
on that date. Accordingly, in this circumstance, the Plan Agent will, as agent
for the participants, buy the Trust's Common Shares in the open market for the
participants' accounts on or shortly after the payment date. If, before the Plan
Agent has completed its purchases, the market price exceeds the net asset value
per share of the Common Shares, the average per share purchase price paid by the
Plan Agent may exceed the net asset value



                                      I-22
<PAGE>

VAN KAMPEN NEW YORK VALUE MUNICIPAL INCOME TRUST

DIVIDEND REINVESTMENT PLAN continued

of the Trust's Common Shares, resulting in the acquisition of fewer Common
Shares than if the dividend or distribution had been paid in Common Shares
issued by the Trust. All reinvestments are in full and fractional Common shares
and are carried to three decimal places.

    Experience under the Plan may indicate that changes are desirable.
Accordingly, the Trust reserves the right to amend or terminate the Plan as
applied to any dividend or distribution paid subsequent to written notice of the
change sent to all Common Shareholders of the Trust at least 90 days before the
record date for the dividend or distribution. The Plan also may be amended or
terminated by the Plan Agent by at least 90 days written notice to all Common
Shareholders of the Trust.

COSTS OF THE PLAN

    The Plan Agent's fees for the handling of the reinvestment of dividends and
distributions will be paid by the Trust. However, each participant will pay a
pro rata share of brokerage commissions incurred with respect to the Plan
Agent's open market purchases in connection with the reinvestment of dividends
and distributions. No other charges will be made to participants for reinvesting
dividends or capital gains distributions, except for certain brokerage
commissions, as described above.

TAX IMPLICATIONS

    You will receive tax information annually for your personal records and to
help you prepare your federal income tax return. The automatic reinvestment of
dividends and capital gains distributions does not relieve you of any income tax
which may be payable on dividends or distributions.

RIGHT TO WITHDRAW

    Plan participants may withdraw at any time by calling 1-800-341-2929 or by
writing State Street Bank and Trust Company, P.O. Box 8200, Boston, MA
02266-8200. If you withdraw, you will receive, without charge, a share
certificate issued in your name for all full Common Shares credited to your
account under the Plan and a cash payment will be made for any fractional Common
Share credited to your account under the Plan. You may again elect to
participate in the Plan at any time by calling 1-800-341-2929 or writing to the
Trust at:

                              Van Kampen Funds Inc.
                              Attn: Closed-End Funds
                                2800 Post Oak Blvd.
                                 Houston, TX 77056



                                      I-23
<PAGE>


VAN KAMPEN NEW YORK VALUE MUNICIPAL INCOME TRUST

BOARD OF TRUSTEES AND IMPORTANT ADDRESSES

BOARD OF TRUSTEES

DAVID C. ARCH
J. MILES BRANAGAN
JERRY D. CHOATE
ROD DAMMEYER
LINDA HUTTON HEAGY
R. CRAIG KENNEDY
HOWARD J KERR
MITCHELL M. MERIN*
JACK E. NELSON
RICHARD F. POWERS, III*
HUGO F. SONNENSCHEIN
WAYNE W. WHALEN* - Chairman
SUZANNE H. WOOLSEY

INVESTMENT ADVISER

VAN KAMPEN ASSET MANAGEMENT
1221 Avenue of the Americas
New York, NY 10020

CUSTODIAN AND TRANSFER AGENT

STATE STREET BANK
AND TRUST COMPANY
c/o EquiServe
P.O. Box 43011
Providence, Rhode Island 02940-3011

LEGAL COUNSEL

SKADDEN, ARPS, SLATE,
MEAGHER & FLOM LLP
333 West Wacker Drive
Chicago, Illinois 60606

INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

DELOITTE & TOUCHE LLP
180 North Stetson Avenue
Chicago, Illinois 60601

 For federal income tax purposes, the following information is furnished with
 respect to the distributions paid by the Trust during its taxable year ended
 October 31, 2004. The Trust designated 98.9% of the income distributions as a
 tax-exempt income distribution. In January, the Trust provides tax information
 to shareholders for the preceding calendar year.

*   "Interested persons" of the Trust, as defined in the Investment Company Act
    of 1940, as amended.


                                      I-24
<PAGE>


VAN KAMPEN NEW YORK VALUE MUNICIPAL INCOME TRUST

RESULTS OF SHAREHOLDER VOTES

The Annual Meeting of the Shareholders of the Trust was held on June 23, 2004,
where shareholders voted on the election of trustees.

With regard to the election of the following trustees by the common shareholders
of the Trust:

<Table>
<Caption>
                                                                      # OF SHARES
                                                             -----------------------------
                                                             IN FAVOR             WITHHELD
- ------------------------------------------------------------------------------------------
<S>                                                          <C>                  <C>
J. Miles Branagan..........................................  3,678,571             33,776
Linda Hutton Heagy.........................................  3,679,871             32,476
Mitchell M. Merin..........................................  3,677,658             34,689
Wayne W. Whalen............................................  3,686,340             26,007
</Table>

The other trustees of the Trust whose terms did not expire in 2004 are David C.
Arch, Jerry D. Choate, Rod Dammeyer, R. Craig Kennedy, Howard J Kerr, Jack E.
Nelson, Richard F. Powers III, Hugo F. Sonnenschein, and Suzanne H. Woolsey.



                                      I-25
<PAGE>


VAN KAMPEN NEW YORK VALUE MUNICIPAL INCOME

TRUSTEE AND OFFICER INFORMATION

The business and affairs of the Trust are managed under the direction of the
Trust's Board of Trustees and the Trust's officers appointed by the Board of
Trustees. The tables below list the trustees and executive officers of the Trust
and their principal occupations during the last five years, other directorships
held by trustees and their affiliations, if any, with Van Kampen Investments
Inc. ("Van Kampen Investments"), Van Kampen Asset Management (the "Adviser"),
Van Kampen Funds Inc. (the "Distributor"), Van Kampen Advisors Inc., Van Kampen
Exchange Corp. and Van Kampen Investor Services Inc. ("Investor Services"). The
term "Fund Complex" includes each of the investment companies advised by the
Adviser or its affiliates as of the date of this Statement of Additional
Information. Trustees serve until reaching their retirement age or until their
successors are duly elected and qualified. Officers are annually elected by the
trustees.

INDEPENDENT TRUSTEES:

<Table>
<Caption>
                                                                                  NUMBER OF
                                            TERM OF                                FUNDS IN
                                           OFFICE AND                                FUND
                              POSITION(S)  LENGTH OF                               COMPLEX
NAME, AGE AND ADDRESS          HELD WITH      TIME     PRINCIPAL OCCUPATION(S)     OVERSEEN    OTHER DIRECTORSHIPS
OF INDEPENDENT TRUSTEE           TRUST       SERVED    DURING PAST 5 YEARS        BY TRUSTEE   HELD BY TRUSTEE
<S>                           <C>          <C>         <C>                        <C>          <C>
David C. Arch (59)            Trustee      Trustee     Chairman and Chief             85       Trustee/Director/Managing
Blistex Inc.                               since 1993  Executive Officer of                    General Partner of funds
1800 Swift Drive                                       Blistex Inc., a consumer                in the Fund Complex.
Oak Brook, IL 60523                                    health care products
                                                       manufacturer. Director of
                                                       the Heartland Alliance, a
                                                       nonprofit organization
                                                       serving human needs based
                                                       in Chicago. Director of
                                                       St. Vincent de Paul
                                                       Center, a Chicago based
                                                       day care facility serving
                                                       the children of low
                                                       income families. Board
                                                       member of the Illinois
                                                       Manufacturers'
                                                       Association.

J. Miles Branagan (72)        Trustee      Trustee     Private investor.              83       Trustee/Director/Managing
1632 Morning Mountain Road                 since 2003  Co-founder, and prior to                General Partner of funds
Raleigh, NC 27614                                      August 1996, Chairman,                  in the Fund Complex.
                                                       Chief Executive Officer
                                                       and President, MDT
                                                       Corporation (now known as
                                                       Getinge/Castle, Inc., a
                                                       subsidiary of Getinge
                                                       Industrier AB), a company
                                                       which develops,
                                                       manufactures, markets and
                                                       services medical and
                                                       scientific equipment.
</Table>



                                      I-26
<PAGE>


<Table>
<Caption>
VAN KAMPEN NEW YORK VALUE MUNICIPAL INCOME
TRUSTEE AND OFFICER INFORMATION continued
                                                                                  NUMBER OF
                                            TERM OF                                FUNDS IN
                                           OFFICE AND                                FUND
                              POSITION(S)  LENGTH OF                               COMPLEX
NAME, AGE AND ADDRESS          HELD WITH      TIME     PRINCIPAL OCCUPATION(S)     OVERSEEN    OTHER DIRECTORSHIPS
OF INDEPENDENT TRUSTEE           TRUST       SERVED    DURING PAST 5 YEARS        BY TRUSTEE   HELD BY TRUSTEE
<S>                           <C>          <C>         <C>                        <C>          <C>

Jerry D. Choate (66)          Trustee      Trustee     Prior to January 1999,         83       Trustee/Director/Managing
33971 Selva Road                           since 2003  Chairman and Chief                      General Partner of funds
Suite 130                                              Executive Officer of the                in the Fund Complex.
Dana Point, CA 92629                                   Allstate Corporation                    Director of Amgen Inc., a
                                                       ("Allstate") and Allstate               biotechnological company,
                                                       Insurance Company. Prior                and Director of Valero
                                                       to January 1995,                        Energy Corporation, an
                                                       President and Chief                     independent refining
                                                       Executive Officer of                    company.
                                                       Allstate. Prior to August
                                                       1994, various management
                                                       positions at Allstate.
</Table>



                                      I-27
<PAGE>


<Table>
<Caption>
VAN KAMPEN NEW YORK VALUE MUNICIPAL INCOME
TRUSTEE AND OFFICER INFORMATION continued
                                                                                  NUMBER OF
                                            TERM OF                                FUNDS IN
                                           OFFICE AND                                FUND
                              POSITION(S)  LENGTH OF                               COMPLEX
NAME, AGE AND ADDRESS          HELD WITH      TIME     PRINCIPAL OCCUPATION(S)     OVERSEEN    OTHER DIRECTORSHIPS
OF INDEPENDENT TRUSTEE           TRUST       SERVED    DURING PAST 5 YEARS        BY TRUSTEE   HELD BY TRUSTEE
<S>                           <C>          <C>         <C>                        <C>          <C>

Rod Dammeyer (64)             Trustee      Trustee     President of CAC, L.L.C.,      85       Trustee/Director/Managing
CAC, L.L.C.                                since 1993  a private company                       General Partner of funds
4350 LaJolla Village Drive                             offering capital                        in the Fund Complex.
Suite 980                                              investment and management               Director of Stericycle,
San Diego, CA 92122-6223                               advisory services. Prior                Inc., Ventana Medical
                                                       to February 2001, Vice                  Systems, Inc., and GATX
                                                       Chairman and Director of                Corporation, and Trustee
                                                       Anixter International,                  of The Scripps Research
                                                       Inc., a global                          Institute and the
                                                       distributor of wire,                    University of Chicago
                                                       cable and communications                Hospitals and Health
                                                       connectivity products.                  Systems. Prior to January
                                                       Prior to July 2000,                     2004, Director of
                                                       Managing Partner of                     TeleTech Holdings Inc.
                                                       Equity Group Corporate                  and Arris Group, Inc.
                                                       Investment (EGI), a                     Prior to May 2002,
                                                       company that makes                      Director of Peregrine
                                                       private investments in                  Systems Inc. Prior to
                                                       other companies.                        February 2001, Director
                                                                                               of IMC Global Inc. Prior
                                                                                               to July 2000, Director of
                                                                                               Allied Riser
                                                                                               Communications Corp.,
                                                                                               Matria Healthcare Inc.,
                                                                                               Transmedia Networks,
                                                                                               Inc., CNA Surety, Corp.
                                                                                               and Grupo Azcarero Mexico
                                                                                               (GAM).
</Table>



                                      I-28
<PAGE>


<Table>
<Caption>
VAN KAMPEN NEW YORK VALUE MUNICIPAL INCOME
TRUSTEE AND OFFICER INFORMATION continued
                                                                                  NUMBER OF
                                            TERM OF                                FUNDS IN
                                           OFFICE AND                                FUND
                              POSITION(S)  LENGTH OF                               COMPLEX
NAME, AGE AND ADDRESS          HELD WITH      TIME     PRINCIPAL OCCUPATION(S)     OVERSEEN    OTHER DIRECTORSHIPS
OF INDEPENDENT TRUSTEE           TRUST       SERVED    DURING PAST 5 YEARS        BY TRUSTEE   HELD BY TRUSTEE
<S>                           <C>          <C>         <C>                        <C>          <C>

Linda Hutton Heagy (56)       Trustee      Trustee     Managing Partner of            83       Trustee/Director/Managing
Heidrick & Struggles                       since 2003  Heidrick & Struggles, an                General Partner of funds
233 South Wacker Drive                                 executive search firm.                  in the Fund Complex.
Suite 7000                                             Trustee on the University
Chicago, IL 60606                                      of Chicago Hospitals
                                                       Board, Vice Chair of the
                                                       Board of the YMCA of
                                                       Metropolitan Chicago and
                                                       a member of the Women's
                                                       Board of the University
                                                       of Chicago. Prior to
                                                       1997, Partner of Ray &
                                                       Berndtson, Inc., an
                                                       executive recruiting
                                                       firm. Prior to 1996,
                                                       Trustee of The
                                                       International House
                                                       Board, a fellowship and
                                                       housing organization for
                                                       international graduate
                                                       students. Prior to 1995,
                                                       Executive Vice President
                                                       of ABN AMRO, N.A., a bank
                                                       holding company. Prior to
                                                       1992, Executive Vice
                                                       President of La Salle
                                                       National Bank.

R. Craig Kennedy (52)         Trustee      Trustee     Director and President of      83       Trustee/Director/Managing
1744 R Street, NW                          since 2003  the German Marshall Fund                General Partner of funds
Washington, DC 20009                                   of the United States, an                in the Fund Complex.
                                                       independent U.S.
                                                       foundation created to
                                                       deepen understanding,
                                                       promote collaboration and
                                                       stimulate exchanges of
                                                       practical experience
                                                       between Americans and
                                                       Europeans. Formerly,
                                                       advisor to the Dennis
                                                       Trading Group Inc., a
                                                       managed futures and
                                                       option company that
                                                       invests money for
                                                       individuals and
                                                       institutions. Prior to
                                                       1992, President and Chief
                                                       Executive Officer,
                                                       Director and member of
                                                       the Investment Committee
                                                       of the Joyce Foundation,
                                                       a private foundation.

Howard J Kerr (69)            Trustee      Trustee     Prior to 1998, President       85       Trustee/Director/Managing
736 North Western Avenue                   since 1993  and Chief Executive                     General Partner of funds
P.O. Box 317                                           Officer of Pocklington                  in the Fund Complex.
Lake Forest, IL 60045                                  Corporation, Inc., an                   Director of the Lake
                                                       investment holding                      Forest Bank & Trust.
                                                       company. Director of the
                                                       Marrow Foundation.
</Table>



                                      I-29
<PAGE>


<Table>
<Caption>
VAN KAMPEN NEW YORK VALUE MUNICIPAL INCOME
TRUSTEE AND OFFICER INFORMATION continued
                                                                                  NUMBER OF
                                            TERM OF                                FUNDS IN
                                           OFFICE AND                                FUND
                              POSITION(S)  LENGTH OF                               COMPLEX
NAME, AGE AND ADDRESS          HELD WITH      TIME     PRINCIPAL OCCUPATION(S)     OVERSEEN    OTHER DIRECTORSHIPS
OF INDEPENDENT TRUSTEE           TRUST       SERVED    DURING PAST 5 YEARS        BY TRUSTEE   HELD BY TRUSTEE
<S>                           <C>          <C>         <C>                        <C>          <C>

Jack E. Nelson (68)           Trustee      Trustee     President of Nelson            83       Trustee/Director/Managing
423 Country Club Drive                     since 2003  Investment Planning                     General Partner of funds
Winter Park, FL 32789                                  Services, Inc., a                       in the Fund Complex.
                                                       financial planning
                                                       company and registered
                                                       investment adviser in the
                                                       State of Florida.
                                                       President of Nelson Ivest
                                                       Brokerage Services Inc.,
                                                       a member of the NASD,
                                                       Securities Investors
                                                       Protection Corp. and the
                                                       Municipal Securities
                                                       Rulemaking Board.
                                                       President of Nelson Sales
                                                       and Services Corporation,
                                                       a marketing and services
                                                       company to support
                                                       affiliated companies.

Hugo F. Sonnenschein (64)     Trustee      Trustee     President Emeritus and         85       Trustee/Director/Managing
1126 E. 59th Street                        since 1994  Honorary Trustee of the                 General Partner of funds
Chicago, IL 60637                                      University of Chicago and               in the Fund Complex.
                                                       the Adam Smith                          Director of Winston
                                                       Distinguished Service                   Laboratories, Inc.
                                                       Professor in the
                                                       Department of Economics
                                                       at the University of
                                                       Chicago. Prior to July
                                                       2000, President of the
                                                       University of Chicago.
                                                       Trustee of the University
                                                       of Rochester and a member
                                                       of its investment
                                                       committee. Member of the
                                                       National Academy of
                                                       Sciences, the American
                                                       Philosophical Society and
                                                       a fellow of the American
                                                       Academy of Arts and
                                                       Sciences.

Suzanne H. Woolsey, Ph.D.     Trustee      Trustee     Chief Communications           83       Trustee/Director/Managing
(62)                                       since 2003  Officer of the National                 General Partner of funds
815 Cumberstone Road                                   Academy of                              in the Fund Complex.
Harwood, MD 20776                                      Sciences/National                       Director of Fluor Corp.,
                                                       Research Council, an                    an engineering,
                                                       independent, federally                  procurement and
                                                       chartered policy                        construction
                                                       institution, from 2001 to               organization, since
                                                       November 2003 and Chief                 January 2004 and Director
                                                       Operating Officer from                  of Neurogen Corporation,
                                                       1993 to 2001. Director of               a pharmaceutical company,
                                                       the Institute for Defense               since January 1998.
                                                       Analyses, a federally
                                                       funded research and
                                                       development center,
                                                       Director of the German
                                                       Marshall Fund of the
                                                       United States, Director
                                                       of the Rocky Mountain
                                                       Institute and Trustee of
                                                       Colorado College. Prior
                                                       to 1993, Executive
                                                       Director of the
                                                       Commission on Behavioral
                                                       and Social Sciences and
                                                       Education at the National
                                                       Academy of
                                                       Sciences/National
                                                       Research Council. From
                                                       1980 through 1989,
                                                       Partner of Coopers &
                                                       Lybrand.
</Table>



                                      I-30
<PAGE>


VAN KAMPEN NEW YORK VALUE MUNICIPAL INCOME

TRUSTEE AND OFFICER INFORMATION continued

INTERESTED TRUSTEES:*

<Table>
<Caption>
                                                                                  NUMBER OF
                                            TERM OF                                FUNDS IN
                                           OFFICE AND                                FUND
                              POSITION(S)  LENGTH OF                               COMPLEX
NAME, AGE AND ADDRESS          HELD WITH      TIME     PRINCIPAL OCCUPATION(S)     OVERSEEN    OTHER DIRECTORSHIPS
OF INTERESTED TRUSTEE            TRUST       SERVED    DURING PAST 5 YEARS        BY TRUSTEE   HELD BY TRUSTEE
<S>                           <C>          <C>         <C>                        <C>          <C>

Mitchell M. Merin* (51)       Trustee,     Trustee     President and Chief            83       Trustee/Director/Managing
1221 Avenue of the Americas   President    since       Executive Officer of                    General Partner of funds
New York, NY 10020            and Chief    2003;       funds in the Fund                       in the Fund Complex.
                              Executive    President   Complex. Chairman,
                              Officer      and Chief   President, Chief
                                           Executive   Executive Officer and
                                           Officer     Director of the Adviser
                                           since 2002  and Van Kampen Advisors
                                                       Inc. since December 2002.
                                                       Chairman, President and
                                                       Chief Executive Officer
                                                       of Van Kampen Investments
                                                       since December 2002.
                                                       Director of Van Kampen
                                                       Investments since
                                                       December 1999. Chairman
                                                       and Director of Van
                                                       Kampen Funds Inc. since
                                                       December 2002. President,
                                                       Director and Chief
                                                       Operating Officer of
                                                       Morgan Stanley Investment
                                                       Management since December
                                                       1998. President and
                                                       Director since April 1997
                                                       and Chief Executive
                                                       Officer since June 1998
                                                       of Morgan Stanley
                                                       Investment Advisors Inc.
                                                       and Morgan Stanley
                                                       Services Company Inc.
                                                       Chairman, Chief Executive
                                                       Officer and Director of
                                                       Morgan Stanley
                                                       Distributors Inc. since
                                                       June 1998. Chairman since
                                                       June 1998, and Director
                                                       since January 1998 of
                                                       Morgan Stanley Trust.
                                                       Director of various
                                                       Morgan Stanley
                                                       subsidiaries. President
                                                       of the Morgan Stanley
                                                       Funds since May 1999.
                                                       Previously Chief
                                                       Executive Officer of Van
                                                       Kampen Funds Inc. from
                                                       December 2002 to July
                                                       2003, Chief Strategic
                                                       Officer of Morgan Stanley
                                                       Investment Advisors Inc.
                                                       and Morgan Stanley
                                                       Services Company Inc. and
                                                       Executive Vice President
                                                       of Morgan Stanley
                                                       Distributors Inc. from
                                                       April 1997 to June 1998.
                                                       Chief Executive Officer
                                                       from September 2002 to
                                                       April 2003 and Vice
                                                       President from May 1997
                                                       to April 1999 of the
                                                       Morgan Stanley Funds.
</Table>



                                      I-31
<PAGE>


<Table>
<Caption>
VAN KAMPEN NEW YORK VALUE MUNICIPAL INCOME
TRUSTEE AND OFFICER INFORMATION continued
                                                                                  NUMBER OF
                                            TERM OF                                FUNDS IN
                                           OFFICE AND                                FUND
                              POSITION(S)  LENGTH OF                               COMPLEX
NAME, AGE AND ADDRESS          HELD WITH      TIME     PRINCIPAL OCCUPATION(S)     OVERSEEN    OTHER DIRECTORSHIPS
OF INTERESTED TRUSTEE            TRUST       SERVED    DURING PAST 5 YEARS        BY TRUSTEE   HELD BY TRUSTEE
<S>                           <C>          <C>         <C>                        <C>          <C>

Richard F. Powers, III* (58)  Trustee      Trustee     Advisory Director of           85       Trustee/Director/Managing
1 Parkview Plaza                           since 1999  Morgan Stanley. Prior to                General Partner of funds
P.O. Box 5555                                          December 2002, Chairman,                in the Fund Complex.
Oakbrook Terrace, IL 60181                             Director, President,
                                                       Chief Executive Officer
                                                       and Managing Director of
                                                       Van Kampen Investments
                                                       and its investment
                                                       advisory, distribution
                                                       and other subsidiaries.
                                                       Prior to December 2002,
                                                       President and Chief
                                                       Executive Officer of
                                                       funds in the Fund
                                                       Complex. Prior to May
                                                       1998, Executive Vice
                                                       President and Director of
                                                       Marketing at Morgan
                                                       Stanley and Director of
                                                       Dean Witter, Discover &
                                                       Co. and Dean Witter
                                                       Realty. Prior to 1996,
                                                       Director of Dean Witter
                                                       Reynolds Inc.

Wayne W. Whalen* (65)         Trustee      Trustee     Partner in the law firm        85       Trustee/Director/Managing
333 West Wacker Drive                      since 1993  of Skadden, Arps, Slate,                General Partner of funds
Chicago, IL 60606                                      Meagher & Flom LLP, legal               in the Fund Complex.
                                                       counsel to funds in the
                                                       Fund Complex.
</Table>

*   Such Trustee is an "interested person" (within the meaning of Section
    2(a)(19) of the 1940 Act). Mr. Whalen is an interested person of certain
    funds in the Fund Complex by reason of his firm currently acting as legal
    counsel to such funds in the Fund Complex. Messrs. Merin and Powers are
    interested persons of funds in the Fund Complex and the Adviser by reason of
    their current or former positions with Morgan Stanley or its affiliates.



                                      I-32
<PAGE>


VAN KAMPEN NEW YORK VALUE MUNICIPAL INCOME

TRUSTEE AND OFFICER INFORMATION continued

OFFICERS:

<Table>
<Caption>
                                                     TERM OF
                                                    OFFICE AND
                                   POSITION(S)      LENGTH OF
NAME, AGE AND                       HELD WITH          TIME     PRINCIPAL OCCUPATION(S)
ADDRESS OF OFFICER                    TRUST           SERVED    DURING PAST 5 YEARS
<S>                             <C>                 <C>         <C>
Stefanie V. Chang (38)          Vice President      Officer     Executive Director of Morgan Stanley Investment Management.
1221 Avenue of the Americas     and Secretary       since 2003  Vice President of funds in the Fund Complex.
New York, NY 10020

Amy R. Doberman (42)            Vice President      Officer     Managing Director and General Counsel, U.S. Investment
1221 Avenue of the Americas                         since 2004  Management; Managing Director of Morgan Stanley Investment
New York, NY 10020                                              Management, Inc., Morgan Stanley Investment Advisers Inc.
                                                                and the Adviser. Vice President of the Morgan Stanley
                                                                Institutional and Retail Funds since July 2004 and Vice
                                                                President of funds in the Fund Complex as of August 2004.
                                                                Previously, Managing Director and General Counsel of
                                                                Americas, UBS Global Asset Management from July 2000 to July
                                                                2004 and General Counsel of Aeitus Investment Management,
                                                                Inc. from January 1997 to July 2000.

James M. Dykas (38)             Chief Financial     Officer     Executive Director of Van Kampen Asset Management and Morgan
1 Parkview Plaza                Officer and         since 1999  Stanley Investment Management. Chief Financial Officer and
Oakbrook Terrace, IL 60181      Treasurer                       Treasurer of funds in the Fund Complex. Prior to August
                                                                2004, Assistant Treasurer of funds in the Fund Complex.

Joseph J. McAlinden (61)        Executive Vice      Officer     Managing Director and Chief Investment Officer of Morgan
1221 Avenue of the Americas     President and       since 2002  Stanley Investment Advisors Inc., and Morgan Stanley
New York, NY 10020              Chief Investment                Investment Management Inc. and Director of Morgan Stanley
                                Officer                         Trust for over 5 years. Executive Vice President and Chief
                                                                Investment Officer of funds in the Fund Complex. Managing
                                                                Director and Chief Investment Officer of Van Kampen
                                                                Investments, the Adviser and Van Kampen Advisors Inc. since
                                                                December 2002.

Ronald E. Robison (65)          Executive Vice      Officer     Principal Executive Officer of the Funds since May 2003.
1221 Avenue of the Americas     President and       since 2003  Chief Executive Officer and Chairman of Investor Services.
New York, NY 10020              Principal                       Executive Vice President and Principal Executive Officer of
                                Executive                       funds in the Fund Complex. Managing Director of Morgan
                                Officer                         Stanley. Chief Administrative Officer, Managing Director and
                                                                Director of Morgan Stanley Investment Advisors Inc., Morgan
                                                                Stanley Services Company Inc. and Managing Director and
                                                                Director of Morgan Stanley Distributors Inc. Chief Executive
                                                                Officer and Director of Morgan Stanley Trust. Executive Vice
                                                                President and Principal Executive Officer of the
                                                                Institutional and Retail Morgan Stanley Funds; Director of
                                                                Morgan Stanley SICAV; previously Chief Global Operations
                                                                Officer and Managing Director of Morgan Stanley Investment
                                                                Management Inc.
</Table>



                                      I-33
<PAGE>


<Table>
<Caption>
VAN KAMPEN NEW YORK VALUE MUNICIPAL INCOME
TRUSTEE AND OFFICER INFORMATION continued
                                                     TERM OF
                                                    OFFICE AND
                                   POSITION(S)      LENGTH OF
NAME, AGE AND                       HELD WITH          TIME     PRINCIPAL OCCUPATION(S)
ADDRESS OF OFFICER                    TRUST           SERVED    DURING PAST 5 YEARS
<S>                             <C>                 <C>         <C>

John L. Sullivan (49)           Chief Compliance    Officer     Chief Compliance Officer of funds in the Fund Complex since
1 Parkview Plaza                Officer             since 1998  August 2004. Director and Managing Director of Van Kampen
Oakbrook Terrace, IL 60181                                      Investments, the Adviser, Van Kampen Advisors Inc. and
                                                                certain other subsidiaries of Van Kampen Investments. Prior
                                                                August 2004, Vice President, Chief Financial Officer and
                                                                Treasurer of funds in the Fund Complex and head of Fund
                                                                Accounting for Morgan Stanley Investment Management. Prior
                                                                to December 2002, Executive Director of Van Kampen
                                                                Investments, the Adviser and Van Kampen Advisors Inc.
</Table>



                                      I-34
<PAGE>


VAN KAMPEN

AN IMPORTANT NOTICE CONCERNING OUR U.S. PRIVACY POLICY

    We are required by federal law to provide you with a copy of our Privacy
Policy annually.

    The following Policy applies to current and former individual clients of Van
Kampen Investments Inc., Van Kampen Asset Management, Van Kampen Advisors Inc.,
Van Kampen Funds Inc., Van Kampen Investor Services Inc. and Van Kampen Exchange
Corp., as well as current and former individual investors in Van Kampen mutual
funds, unit investment trusts, and related companies.

    This Policy is not applicable to partnerships, corporations, trusts or other
non-individual clients or account holders, nor is this Policy applicable to
individuals who are either beneficiaries of a trust for which we serve as
trustee or participants in an employee benefit plan administered or advised by
us. This Policy is, however, applicable to individuals who select us to be a
custodian of securities or assets in individual retirement accounts, 401(k)
accounts, 529 Educational Savings Accounts, accounts subject to the Uniform
Gifts to Minors Act, or similar accounts.

    Please note that we may amend this Policy at any time, and will inform you
of any changes to this Policy as required by law.

WE RESPECT YOUR PRIVACY

We appreciate that you have provided us with your personal financial
information. We strive to maintain the privacy of such information while we help
you achieve your financial objectives. This Policy describes what non-public
personal information we collect about you, why we collect it, and when we may
share it with others.

    We hope this Policy will help you understand how we collect and share
non-public personal information that we gather about you. Throughout this
Policy, we refer to the non-public information that personally identifies you or
your accounts as "personal information."

1. WHAT PERSONAL INFORMATION DO WE COLLECT ABOUT YOU?

To serve you better and manage our business, it is important that we collect and
maintain accurate information about you. We may obtain this information from
applications and other forms you submit to us, from your dealings with us, from
consumer reporting agencies, from our Web sites and from third parties and other
sources.

    For example:

     --  We may collect information such as your name, address, e-mail address,
         telephone/fax numbers, assets, income and investment objectives through
         applications and other forms you submit to us.

     --  We may obtain information about account balances, your use of
         account(s) and the types of products and services you prefer to receive
         from us through your dealings and transactions with us and other
         sources.

     --  We may obtain information about your creditworthiness and credit
         history from consumer reporting agencies.

     --  We may collect background information from and through third-party
         vendors to verify representations you have made and to comply with
         various regulatory requirements.

     --  If you interact with us through our public and private Web sites, we
         may collect information that you provide directly through online
         communications (such as an e-mail address). We may also collect
         information about your Internet service provider, your domain name,
         your computer's operating system and Web browser, your use of our Web
         sites and your product and service preferences, through the use of
         "cookies." "Cookies" recognize your computer each time you return to
         one of our

                                                             (continued on back)


                                      I-35
<PAGE>

VAN KAMPEN

AN IMPORTANT NOTICE CONCERNING OUR U.S. PRIVACY POLICY continued

      sites, and help to improve our sites' content and personalize your
      experience on our sites by, for example, suggesting offerings that may
      interest you. Please consult the Terms of Use of these sites for more
      details on our use of cookies.

2. WHEN DO WE DISCLOSE PERSONAL INFORMATION WE COLLECT ABOUT YOU?

To provide you with the products and services you request, to serve you better
and to manage our business, we may disclose personal information we collect
about you to our affiliated companies and to non-affiliated third parties as
required or permitted by law.

A. INFORMATION WE DISCLOSE TO OUR AFFILIATED COMPANIES. We do not disclose
personal information that we collect about you to our affiliated companies
except to enable them to provide services on our behalf or as otherwise required
or permitted by law.

B. INFORMATION WE DISCLOSE TO THIRD PARTIES. We do not disclose personal
information that we collect about you to non-affiliated third parties except to
enable them to provide services on our behalf, to perform joint marketing
agreements with other financial institutions, or as otherwise required or
permitted by law. For example, some instances where we may disclose information
about you to non-affiliated third parties include: for servicing and processing
transactions, to offer our own products and services, to protect against fraud,
for institutional risk control, to respond to judicial process or to perform
services on our behalf. When we share personal information with these companies,
they are required to limit their use of personal information to the particular
purpose for which it was shared and they are not allowed to share personal
information with others except to fulfill that limited purpose.

3. HOW DO WE PROTECT THE SECURITY AND CONFIDENTIALITY OF PERSONAL INFORMATION WE
COLLECT ABOUT YOU?

We maintain physical, electronic and procedural security measures to help
safeguard the personal information we collect about you. We have internal
policies governing the proper handling of client information. Third parties that
provide support or marketing services on our behalf may also receive personal
information, and we require them to adhere to confidentiality standards with
respect to such information.

                                                Van Kampen Funds Inc.
                                                1 Parkview Plaza, P.O. Box 5555
                                                Oakbrook Terrace, IL 60181-5555
                                                www.vankampen.com

                                      (VAN KAMPEN INVESTMENTS LOGO)

                                                Copyright (C)2004 Van Kampen
                                                Funds Inc. All rights reserved.
                                                Member NASD/SIPC.
                                                VNV ANR 12/04 RN04-02825P-Y10/04


                                      I-36
<PAGE>

                                   APPENDIX J

     SEMIANNUAL REPORT OF VAN KAMPEN NEW YORK VALUE MUNICIPAL INCOME TRUST,
                              DATED APRIL 30, 2005





                                      J-1
<PAGE>


Item 1. Report to Shareholders

The Trust's semi-annual report transmitted to shareholders pursuant to
Rule 30e-1 under the Investment Company Act of 1940 is as follows:

       Welcome, Shareholder

       In this report, you'll learn about how your investment in Van Kampen New
       York Value Municipal Income Trust performed during the semi-annual
       period. The portfolio management team will provide an overview of the
       market conditions and discuss some of the factors that affected
       investment performance during the reporting period. In addition, this
       report includes the trust's financial statements and a list of trust
       investments as of April 30, 2005.

       MARKET FORECASTS PROVIDED IN THIS REPORT MAY NOT NECESSARILY COME TO
       PASS. THERE IS NO ASSURANCE THAT THE TRUST WILL ACHIEVE ITS INVESTMENT
       OBJECTIVE. TRUSTS ARE SUBJECT TO MARKET RISK, WHICH IS THE POSSIBILITY
       THAT THE MARKET VALUES OF SECURITIES OWNED BY THE TRUST WILL DECLINE AND
       THAT THE VALUE OF TRUST SHARES MAY THEREFORE BE LESS THAN WHAT YOU PAID
       FOR THEM. ACCORDINGLY, YOU CAN LOSE MONEY INVESTING IN THIS TRUST.

       INCOME MAY SUBJECT CERTAIN INDIVIDUALS TO THE FEDERAL ALTERNATIVE MINIMUM
       TAX (AMT).

<Table>
<Caption>
         <S>                    <C>                                       <C>
         ---------------------------------------------------------------------------------------
            NOT FDIC INSURED             OFFER NO BANK GUARANTEE              MAY LOSE VALUE
         ---------------------------------------------------------------------------------------
                   NOT INSURED BY ANY FEDERAL GOVERNMENT AGENCY               NOT A DEPOSIT
         ---------------------------------------------------------------------------------------
</Table>



                                      J-2
<PAGE>


Performance Summary as of 4/30/05

<Table>
<Caption>
NEW YORK VALUE MUNICIPAL INCOME TRUST
SYMBOL: VNV
- -----------------------------------------------------------
AVERAGE ANNUAL                   BASED ON        BASED ON
TOTAL RETURNS                      NAV         MARKET PRICE
<S>                            <C>             <C>

Since Inception (4/30/93)          7.26%           6.07%

10-year                            8.59            8.93

5-year                            10.05            8.84

1-year                            10.64            7.75

6-month                            2.96           -0.08
- -----------------------------------------------------------
</Table>

PERFORMANCE DATA QUOTED REPRESENTS PAST PERFORMANCE, WHICH IS NO GUARANTEE OF
FUTURE RESULTS, AND CURRENT PERFORMANCE MAY BE LOWER OR HIGHER THAN THE FIGURES
SHOWN. FOR THE MOST RECENT MONTH-END PERFORMANCE FIGURES, PLEASE VISIT
VANKAMPEN.COM OR SPEAK WITH YOUR FINANCIAL ADVISOR. INVESTMENT RETURNS, NET
ASSET VALUE (NAV) AND COMMON SHARE MARKET PRICE WILL FLUCTUATE AND TRUST SHARES,
WHEN SOLD, MAY BE WORTH MORE OR LESS THAN THEIR ORIGINAL COST.

NAV per share is determined by dividing the value of the trust's portfolio
securities, cash and other assets, less all liabilities, by the total number of
common shares outstanding. The common share market price is the price the market
is willing to pay for shares of the trust at a given time. Common share market
price is influenced by a range of factors, including supply and demand and
market conditions. Total return assumes an investment at the beginning of the
period, reinvestment of all distributions for the period in accordance with the
trust's dividend reinvestment plan, and sale of all shares at the end of the
period.

The Lehman Brothers New York Municipal Bond Index is a broad-based statistical
composite of New York municipal bonds. The index does not include any expenses,
fees or sales charges, which would lower performance. The index is unmanaged and
should not be considered an investment. It is not possible to invest directly in
an index.



                                      J-3
<PAGE>


Trust Report

FOR THE 6-MONTH PERIOD ENDED APRIL 30, 2005

Van Kampen New York Value Municipal Income Trust is managed by the Adviser's
Municipal Fixed Income team.(1) Current members include Dennis Pietrzak and John
Reynoldson, Executive Directors of the Adviser; and Robert Wimmel, Vice
President of the Adviser.

MARKET CONDITIONS

The six-month period ended April 30, 2005, was characterized by continued
short-term interest rate increases. As crude oil prices reached record highs,
the prospect of rising inflation also cast a shadow. The Federal Open Market
Committee (the "Fed") raised the federal funds target rate 100 basis points
during the period through a series of four, "measured" 0.25 percent tightenings
to 2.75 percent by the end of April. Although rates in the short and
intermediate areas of the yield curve shifted upward as the Fed tightened, long-
term interest rates fell as buyers did not seem deterred by the prospect of
rising inflation. As a result, the yield curve (the difference between short and
longer-term yields) flattened and the long end of the municipal market handily
outperformed the shorter end.

The municipal market in total posted positive returns during the period, though
it was not uniformly strong. In contrast to the strong showing by longer-term
bonds, shorter-term municipals were hampered by the Fed's tightening and turned
in a flat to slightly negative showing. Within the investment-grade segment of
the market, yield differentials between BBB-rated and AAA-rated municipal
securities were slightly wider, though BBB-rated securities still outperformed
high grades due to their higher coupons, while securities rated below investment
grade strongly outperformed as investors sought out their higher yields.

The Fed's interest rate hikes did not appear to dampen investors' appetites for
municipal bonds, as net inflows into municipal bond funds topped $290 million
during the period. The supply of new issues was modest during the closing months
of 2004 (the first two months of the period) before soaring in the opening
months of 2005 as long-term issuers rushed to bring securities to market in
anticipation of additional interest rate increases in the near term.

New York continued to be one of the most active markets in the nation for new
issuance during the period, although economic conditions were not uniformly
strong. New York's economy continued to improve, and its credit rating was
upgraded due in large part to a guardedly optimistic outlook for New York City's
fiscal health. The city continued to issue Liberty bonds to fund reconstruction
efforts at the site of the World Trade Center. In contrast, the northern part of
the state continued to struggle economically.

(1)Team members may change at any time without notice.



                                      J-4
<PAGE>


PERFORMANCE ANALYSIS

The trust's return can be calculated based upon either the market price or the
net asset value (NAV) of its shares. NAV per share is determined by dividing the
value of the trust's portfolio securities, cash and other assets, less all
liabilities, by the total number of common shares outstanding, while market
price reflects the supply and demand for the shares. As a result, the two
returns can differ, as they did during the reporting period. On an NAV basis,
the trust outperformed its benchmark index, the Lehman Brothers New York
Municipal Bond Index. On a market price basis, the trust underperformed its
benchmark.

TOTAL RETURNS FOR THE SIX-MONTH PERIOD ENDED APRIL 30, 2005

<Table>
<Caption>
- -------------------------------------------------------------
                                    LEHMAN BROTHERS
      BASED ON     BASED ON     NEW YORK MUNICIPAL BOND
        NAV      MARKET PRICE            INDEX
<S>   <C>        <C>            <C>                     <C>

       2.96%        -0.08%               1.74%
- -------------------------------------------------------------
</Table>

PERFORMANCE DATA QUOTED REPRESENTS PAST PERFORMANCE, WHICH IS NO GUARANTEE OF
FUTURE RESULTS, AND CURRENT PERFORMANCE MAY BE LOWER OR HIGHER THAN THE FIGURES
SHOWN. INVESTMENT RETURN, NET ASSET VALUE AND COMMON SHARE MARKET PRICE WILL
FLUCTUATE AND TRUST SHARES, WHEN SOLD, MAY BE WORTH MORE OR LESS THAN THEIR
ORIGINAL COST. SEE PERFORMANCE SUMMARY FOR ADDITIONAL PERFORMANCE INFORMATION
AND INDEX DEFINITION.

The trust uses leverage to enhance its dividend to common shareholders. The
trust borrows money at short-term rates through the issuance of preferred
shares. The proceeds are reinvested in longer-term securities, taking advantage
of the difference between short- and longer-term rates. The Fed's policy of
raising interest rates throughout the period made the trust's borrowing activity
more expensive. These expenses, however, were more than offset by the positive
performance of the bonds held by the trust.

One of our key strategies in managing the trust during the period was to
position it for rising interest rates. This approach was largely the result of
our analysis of interest rates, which remained relatively low by historical
standards even after rising from their multi-decade lows earlier. We effected
this positioning in two ways. First, we kept the trust's duration (a measure of
interest-rate sensitivity) below that of its benchmark. Second, to limit the
trust's exposure to areas of the market that would be most likely susceptible to
rising rates, we also trimmed the fund's shorter-maturity bonds. We reinvested
the proceeds from those sales into bonds with premium coupons and maturities
between 25 and 30 years. In addition to offering relatively attractive income
streams, these securities positioned the trust to benefit from any future
flattening of the yield curve.

We kept the trust's exposure well diversified across the major sectors of the
New York municipal market. Much of our relative-value trading activity was
focused on selling issues that had been pre-refunded and purchasing what we
believed



                                      J-5
<PAGE>


to be more attractive securities in sectors such as health care and public
building. The trust remained focused on investment-grade securities, with 100
percent of the portfolio rated BBB or higher at the end of the period.

There is no guarantee the security sectors mentioned will continue to perform
well or be held by the trust in the future.


                                      J-6
<PAGE>


<Table>
<Caption>
RATINGS ALLOCATION AS OF 4/30/05
<S>                                                             <C>
AAA/Aaa                                                         62.5%
AA/Aa                                                           22.8
A/A                                                              8.6
BBB/Baa                                                          6.1

<Caption>
TOP 5 SECTORS AS OF 4/30/05
<S>                                                             <C>
General Purpose                                                 15.2%
Transportation                                                  15.0
Health Care                                                     14.6
Industrial Revenue                                              10.2
Public Education                                                 9.7
</Table>

Subject to change daily. Provided for informational purposes only and should not
be deemed as a recommendation to buy or sell the securities mentioned or
securities in the sectors shown above. Ratings are as a percentage of total
investments. Sectors are as a percentage of long-term investments. Securities
are classified by sectors that represent broad groupings of related industries.
Van Kampen is a wholly owned subsidiary of a global securities firm which is
engaged in a wide range of financial services including, for example, securities
trading and brokerage activities, investment banking, research and analysis,
financing and financial advisory services. Rating allocations based upon ratings
as issued by Standard and Poor's and Moody's, respectively.



                                      J-7
<PAGE>


FOR MORE INFORMATION ABOUT PORTFOLIO HOLDINGS

       Each Van Kampen trust provides a complete schedule of portfolio holdings
       in its semiannual and annual reports within 60 days of the end of the
       trust's second and fourth fiscal quarters by filing the schedule
       electronically with the Securities and Exchange Commission (SEC). The
       semiannual reports are filed on Form N-CSRS and the annual reports are
       filed on Form N-CSR. Van Kampen also delivers the semiannual and annual
       reports to trust shareholders, and makes these reports available on its
       public Web site, www.vankampen.com. In addition to the semiannual and
       annual reports that Van Kampen delivers to shareholders and makes
       available through the Van Kampen public web site, each trust files a
       complete schedule of portfolio holdings with the SEC for the trust's
       first and third fiscal quarters on Form N-Q. Van Kampen does not deliver
       the reports for the first and third fiscal quarters to shareholders, nor
       are the reports posted to the Van Kampen public Web site. You may,
       however, obtain the Form N-Q filings (as well as the Form N-CSR and
       N-CSRS filings) by accessing the SEC's Web site, http://www.sec.gov. You
       may also review and copy them at the SEC's Public Reference Room in
       Washington, DC. Information on the operation of the SEC's Public
       Reference Room may be obtained by calling the SEC at 1-800-SEC-0330. You
       can also request copies of these materials, upon payment of a duplicating
       fee, by electronic request at the SEC's e-mail address
       (publicinfo@sec.gov) or by writing the Public Reference section of the
       SEC, Washington, DC 20549-0102.

       You may obtain copies of a trust's fiscal quarter filings by contacting
       Van Kampen Client Relations at 1-800-847-2424.

PROXY VOTING POLICIES AND PROCEDURES AND PROXY VOTING RECORD

       The trust's policies and procedures with respect to the voting of proxies
       relating to the trust's portfolio securities and information on how the
       trust voted proxies relating to portfolio securities during the most
       recent twelve-month period ended June 30 is available without charge,
       upon request, by visiting our Web site at www.vankampen.com. This
       information is also available on the Securities and Exchange Commission's
       Web site at http://www.sec.gov.



                                      J-8
<PAGE>


VAN KAMPEN NEW YORK VALUE MUNICIPAL INCOME TRUST

PORTFOLIO OF INVESTMENTS -- APRIL 30, 2005 (UNAUDITED)

<Table>
<Caption>
PAR
AMOUNT
(000)     DESCRIPTION                                      COUPON   MATURITY      VALUE
- -------------------------------------------------------------------------------------------
<C>       <S>                                              <C>      <C>        <C>
          MUNICIPAL BONDS  154.7%
          NEW YORK  145.5%
$1,500    Erie Cnty, NY Indl Dev Agy Sch Fac Rev City of
          Buffalo Proj (FSA Insd)......................... 5.750%   05/01/20   $  1,683,330
 2,000    Islip, NY Res Recovery Agy Rev 1985 Fac Ser B
          (AMT) (AMBAC)................................... 7.250    07/01/11      2,408,640
 1,100    Islip, NY Res Recovery Agy Rev 1985 Fac Ser E
          (AMT) (FSA)..................................... 5.750    07/01/20      1,232,990
 2,000    Long Island Pwr Auth NY Elec Sys Rev Gen Ser
          C............................................... 5.500    09/01/19      2,198,180
 1,000    Metropolitan Trans Auth NY Rev Ser A Rfdg (AMBAC
          Insd)........................................... 5.500    11/15/19      1,122,780
 1,000    Metropolitan Trans Auth NY Rev Ser A Rfdg (FSA
          Insd)........................................... 5.000    11/15/30      1,044,350
 1,000    Metropolitan Trans Auth NY Svc Contract Ser A
          Rfdg............................................ 5.125    01/01/29      1,043,810
 1,000    Metropolitan Trans Auth NY Svc Contract Ser B
          (MBIA Insd)..................................... 5.500    07/01/14      1,146,830
 1,115    Monroe Woodbury, NY Cent Sch Ser A Rfdg (FGIC
          Insd)........................................... 5.000    05/15/19      1,209,920
   295    Nassau Cnty, NY Interim Fin Auth Sales Tax Secd
          Ser A-1 (AMBAC Insd)............................ 5.375    11/15/16        327,099
 1,000    Nassau Cnty, NY Swr & Storm Wtr Fin Auth Sys Rev
          Ser B (MBIA Insd)............................... 5.000    10/01/21      1,072,550
 1,000    New York City Hsg Dev Corp Multi-Family Hsg Rev
          Ser A (AMT)..................................... 5.950    11/01/32      1,049,880
 1,500    New York City Hsg Dev Corp NYC Hsg Auth Prog Ser
          A (FGIC Insd) (a)............................... 5.000    07/01/25      1,585,695
 1,110    New York City Indl Dev Agy Brooklyn Navy Yard
          (AMT)........................................... 5.650    10/01/28      1,101,253
 1,355    New York City Indl Dev Agy Civic Fac Rev
          Nightingale Bamford Sch Rfdg (AMBAC Insd) (b)... 5.250    01/15/19      1,485,188
 2,000    New York City Indl Dev Agy Spl Fac Rev Terminal
          One Group Assn Proj (AMT)....................... 6.000    01/01/15      2,028,480
 1,230    New York City Indl Dev Civic YMCA Gtr NY Proj... 5.850    08/01/08      1,306,703
 1,500    New York City Indl Dev Civic YMCA Gtr NY Proj... 5.800    08/01/16      1,587,450
 1,000    New York City Muni Wtr Fin Auth Wtr & Swr Sys
          Rev............................................. 5.500    06/15/33      1,088,530
 1,000    New York City Muni Wtr Fin Auth Wtr & Swr Sys
          Rev Ser D....................................... 5.000    06/15/39      1,042,660
 3,000    New York City Muni Wtr Fin Auth Wtr & Swr Sys
          Ser B (FGIC Insd)............................... 5.250    06/15/29      3,139,980
 2,000    New York City Ser E (FSA Insd).................. 5.000    11/01/20      2,149,480
 1,500    New York City Ser E Rfdg (MBIA Insd)............ 6.200    08/01/08      1,648,920
 2,000    New York City Ser G............................. 5.000    12/01/25      2,093,780
 1,000    New York City Ser H (FGIC Insd)................. 6.000    08/01/12      1,159,390
 1,000    New York City Ser K (a)......................... 5.000    08/01/24      1,051,980
</Table>

See Notes to Financial Statements



                                      J-9
<PAGE>


VAN KAMPEN NEW YORK VALUE MUNICIPAL INCOME TRUST

PORTFOLIO OF INVESTMENTS -- APRIL 30, 2005 (UNAUDITED) continued

<Table>
<Caption>
PAR
AMOUNT
(000)     DESCRIPTION                                      COUPON   MATURITY      VALUE
- -------------------------------------------------------------------------------------------
<C>       <S>                                              <C>      <C>        <C>
          NEW YORK (CONTINUED)
$2,250    New York City Tr Cultural Res Amern Museum Nat
          History Ser A Rfdg (MBIA Insd).................. 5.000%   07/01/44   $  2,339,122
    60    New York City Transitional Fin Auth Rev Future
          Tax Secd Ser A.................................. 5.000    08/15/27         61,482
 1,750    New York City Transitional Fin Auth Rev Future
          Tax Secd Ser B (MBIA Insd)...................... 5.250    05/01/16      1,929,480
 1,000    New York City Transitional Fin Auth Rev Future
          Tax Secd Ser C (AMBAC Insd)..................... 5.250    08/01/21      1,086,510
 1,000    New York City Transitional Fin Auth Rev Future
          Tax Secd Ser D (MBIA Insd)...................... 5.250    02/01/19      1,096,550
 1,000    New York St Dorm Auth Lease Rev Court Fac Ser
          A............................................... 5.375    05/15/22      1,079,130
   745    New York St Dorm Auth Lease Rev Master Boces Pgm
          (FSA Insd)...................................... 5.250    08/15/21        820,640
   500    New York St Dorm Auth Lease Rev Master Boces Pgm
          (FSA Insd)...................................... 5.250    08/15/23        550,765
 2,150    New York St Dorm Auth Lease Rev Master Boces Pgm
          Ser A (FSA Insd) (b)............................ 5.250    08/15/16      2,359,518
   820    New York St Dorm Auth Lease Univ Dorm Fac Ser
          B............................................... 5.125    07/01/28        851,611
 1,500    New York St Dorm Auth Rev City Univ Sys Cons Ser
          A............................................... 5.625    07/01/16      1,715,760
 2,500    New York St Dorm Auth Rev Cons City Univ Sys
          Second Gen Ser A................................ 5.750    07/01/13      2,826,075
 1,670    New York St Dorm Auth Rev Dept Education (b).... 5.250    07/01/19      1,810,848
 1,800    New York St Dorm Auth Rev Hosp (MBIA Insd)...... 5.000    08/01/33      1,890,342
 1,425    New York St Dorm Auth Rev Insd John T Mather Mem
          Hosp Rfdg (Connie Lee Insd) (b)................. 6.500    07/01/08      1,571,362
 1,000    New York St Dorm Auth Rev Insd John T Mather Mem
          Hosp Rfdg (Connie Lee Insd)..................... 6.500    07/01/10      1,150,190
 1,720    New York St Dorm Auth Rev Insd John T Mather Mem
          Hosp Rfdg (Connie Lee Insd) (b)................. 6.500    07/01/11      2,012,950
 1,000    New York St Dorm Auth Rev Insd New York Univ Ser
          2 (AMBAC Insd).................................. 5.000    07/01/41      1,029,070
 1,000    New York St Dorm Auth Rev Mem Sloan-Kettering
          Ctr Ser 1 (MBIA Insd)........................... 5.000    07/01/20      1,067,850
   830    New York St Dorm Auth Rev Mental Hlth Svc Ser B
          (MBIA Insd)..................................... 5.250    08/15/31        874,662
 2,500    New York St Dorm Auth Rev Montefiore Hosp (FGIC
          Insd)........................................... 5.000    08/01/33      2,614,750
 1,500    New York St Dorm Auth Rev Sch Dist Fin Pgm Ser D
          (MBIA Insd)..................................... 5.500    10/01/17      1,683,615
 2,515    New York St Dorm Auth Rev Second Hosp Interfaith
          Med Cent Ser D (FSA Insd)....................... 5.750    02/15/08      2,694,043
 1,000    New York St Dorm Auth Rev Second Hosp North Gen
          Hosp Rfdg....................................... 5.750    02/15/18      1,112,240
</Table>

                                               See Notes to Financial Statements



                                      J-10
<PAGE>


VAN KAMPEN NEW YORK VALUE MUNICIPAL INCOME TRUST

PORTFOLIO OF INVESTMENTS -- APRIL 30, 2005 (UNAUDITED) continued

<Table>
<Caption>
PAR
AMOUNT
(000)     DESCRIPTION                                      COUPON   MATURITY      VALUE
- -------------------------------------------------------------------------------------------
<C>       <S>                                              <C>      <C>        <C>
          NEW YORK (CONTINUED)
$3,000    New York St Energy Resh & Dev Auth Gas Fac Rev
          Brooklyn Union Gas Ser C (AMT) (MBIA Insd)...... 5.600%   06/01/25   $  3,050,730
 1,000    New York St Environmental Fac Corp St Clean Wtr
          & Drinking Revolving Fd Muni Wtr Proj Ser B..... 5.250    06/15/20      1,089,100
 1,695    New York St Environmental Fac Corp St Clean Wtr
          & Drinking Revolving Fd Ser B................... 5.000    06/15/21      1,808,887
 1,250    New York St Hsg Fin Agy St Econ Dev & Hsg Ser A
          (FGIC Insd)..................................... 5.000    09/15/34      1,311,038
 1,000    New York St Loc Govt Assist Corp Ser E Rfdg..... 6.000    04/01/14      1,172,150
 2,000    New York St Med Care Fac Fin Agy Rev Saint
          Peter's Hosp Proj Ser A (AMBAC Insd)............ 5.375    11/01/20      2,043,920
 1,000    New York St Twy Auth Hwy & Brdg Tr Fd Ser A (FSA
          Insd)........................................... 5.250    04/01/19      1,095,460
   460    New York St Twy Auth Svc Contract Rev Loc Hwy &
          Brdg............................................ 5.500    04/01/16        512,969
 2,150    New York St Urban Dev Corp Rev Correctional Fac
          Ser A Rfdg...................................... 5.500    01/01/14      2,372,310
 1,000    Niagara Falls, NY City Sch Dist Ctfs Partn High
          Sch Fac Rfdg (FSA Insd) (a)..................... 5.000    06/15/28      1,051,480
 1,060    Niagara Falls, NY Wtr Treatment Plant (AMT)
          (MBIA Insd)..................................... 7.250    11/01/10      1,255,443
 2,500    Port Auth NY & NJ Spl Oblig Rev Spl Proj JFK
          Intl Arpt Terminal 6 (AMT) (MBIA Insd).......... 5.750    12/01/25      2,648,475
 1,250    Sodus, NY Ctr Sch Dist Rfdg (FGIC Insd) (b)..... 5.125    06/15/17      1,360,250
 1,000    Tobacco Settlement Fin Corp NY Ser C-1.......... 5.500    06/01/22      1,092,280
 3,000    Triborough Brdg & Tunl Auth NY Rev Gen Purp Ser
          A............................................... 5.000    01/01/32      3,098,550
 1,600    Triborough Brdg & Tunl Auth NY Rev Gen Purp Ser
          B Rfdg.......................................... 5.125    11/15/29      1,677,424
 2,000    Triborough Brdg & Tunl Auth NY Rev Rfdg (MBIA
          Insd)........................................... 5.000    11/15/32      2,086,080
 1,000    Yonkers, NY Indl Dev Agy Civic Fac Rev Cmnty Dev
          Ppty Yonkers Inc Ser A.......................... 6.625    02/01/26      1,080,050
                                                                               ------------
                                                                                104,045,009
                                                                               ------------
          PUERTO RICO  6.8%
 3,000    Puerto Rico Comwlth Hwy & Tran Auth Hwy Rev Ser
          Y Rfdg (FSA Insd)............................... 6.250    07/01/21      3,808,290
 1,000    Puerto Rico Pub Bldgs Auth Rev Gtd Govt Fac Ser
          I (Comwlth Gtd)................................. 5.250    07/01/33      1,064,300
                                                                               ------------
                                                                                  4,872,590
                                                                               ------------
</Table>

See Notes to Financial Statements




                                      J-11
<PAGE>


VAN KAMPEN NEW YORK VALUE MUNICIPAL INCOME TRUST

PORTFOLIO OF INVESTMENTS -- APRIL 30, 2005 (UNAUDITED) continued

<Table>
<Caption>
PAR
AMOUNT
(000)     DESCRIPTION                                      COUPON   MATURITY      VALUE
- -------------------------------------------------------------------------------------------
<C>       <S>                                              <C>      <C>        <C>
          U.S. VIRGIN ISLANDS  2.4%
$1,500    Virgin Islands Pub Fin Auth Rev Gross Rcpt Taxes
          Ln Nt Ser A..................................... 6.375%   10/01/19   $  1,710,525
                                                                               ------------
TOTAL INVESTMENTS  154.7%
  (Cost $102,875,156).......................................................    110,628,124
OTHER ASSETS IN EXCESS OF LIABILITIES  1.2%.................................        903,192
PREFERRED SHARES (INCLUDING ACCRUED DISTRIBUTIONS)  (55.9%).................    (40,008,907)
                                                                               ------------

NET ASSETS APPLICABLE TO COMMON SHARES  100.0%..............................   $ 71,522,409
                                                                               ============
</Table>

Percentages are calculated as a percentage of net assets applicable to common
shares.

(a) Securities purchased on a when-issued or delayed delivery basis.

(b) The Trust owns 100% of the bond issuance.

AMBAC--AMBAC Indemnity Corp.

AMT--Alternative Minimum Tax

Comwth Gtd--Commonwealth of Puerto Rico

Connie Lee--Connie Lee Insurance Co.

FGIC--Financial Guaranty Insurance Co.

FSA--Financial Security Assurance Inc.

MBIA--Municipal Bond Investors Assurance Corp.

                                               See Notes to Financial Statements


                                      J-12
<PAGE>


VAN KAMPEN NEW YORK VALUE MUNICIPAL INCOME TRUST

FINANCIAL STATEMENTS

Statement of Assets and Liabilities
April 30, 2005 (Unaudited)

<Table>
<S>                                                           <C>
ASSETS:
Total Investments (Cost $102,875,156).......................  $110,628,124
Receivables:
  Investments Sold..........................................     4,357,203
  Interest..................................................     1,761,016
Other.......................................................         1,171
                                                              ------------
    Total Assets............................................   116,747,514
                                                              ------------
LIABILITIES:
Payables:
  Investments Purchased.....................................     3,661,013
  Custodian Bank............................................     1,215,206
  Investment Advisory Fee...................................        50,042
  Income Distributions--Common Shares.......................        20,686
  Other Affiliates..........................................         4,007
Trustees' Deferred Compensation and Retirement Plans........       218,810
Accrued Expenses............................................        46,434
                                                              ------------
    Total Liabilities.......................................     5,216,198
Preferred Shares (including accrued distributions)..........    40,008,907
                                                              ------------
NET ASSETS APPLICABLE TO COMMON SHARES......................  $ 71,522,409
                                                              ============
NET ASSET VALUE PER COMMON SHARE ($71,522,409 divided by
  4,291,172 shares outstanding).............................  $      16.67
                                                              ============
NET ASSETS CONSIST OF:
Common Shares ($.01 par value with an unlimited number of
  shares authorized, 4,291,172 shares issued and
  outstanding)..............................................  $     42,912
Paid in Surplus.............................................    62,404,365
Net Unrealized Appreciation.................................     7,752,968
Accumulated Net Realized Gain...............................       854,138
Accumulated Undistributed Net Investment Income.............       468,026
                                                              ------------
NET ASSETS APPLICABLE TO COMMON SHARES......................  $ 71,522,409
                                                              ============
PREFERRED SHARES ($.01 par value, authorized 100,000,000
  shares, 1,600 issued with liquidation preference of
  $25,000 per share)........................................  $ 40,000,000
                                                              ============
NET ASSETS INCLUDING PREFERRED SHARES.......................  $111,522,409
                                                              ============
</Table>

See Notes to Financial Statements



                                      J-13
<PAGE>


VAN KAMPEN NEW YORK VALUE MUNICIPAL INCOME TRUST

FINANCIAL STATEMENTS continued

Statement of Operations
For the Six Months Ended April 30, 2005 (Unaudited)

<Table>
<S>                                                           <C>
INVESTMENT INCOME:
Interest....................................................  $2,720,516
                                                              ----------
EXPENSES:
Investment Advisory Fee.....................................     303,489
Preferred Share Maintenance.................................      59,132
Trustees' Fees and Related Expenses.........................      17,312
Legal.......................................................      11,005
Custody.....................................................       9,009
Other.......................................................      62,839
                                                              ----------
    Total Expenses..........................................     462,786
                                                              ----------
NET INVESTMENT INCOME.......................................  $2,257,730
                                                              ==========
REALIZED AND UNREALIZED GAIN/LOSS:
Net Realized Gain...........................................  $  999,111
                                                              ----------
Unrealized Appreciation/Depreciation:
  Beginning of the Period...................................   8,918,296
  End of the Period.........................................   7,752,968
                                                              ----------
Net Unrealized Depreciation During the Period...............  (1,165,328)
                                                              ----------
NET REALIZED AND UNREALIZED LOSS............................  $ (166,217)
                                                              ==========
DISTRIBUTIONS TO PREFERRED SHAREHOLDERS.....................  $ (342,960)
                                                              ==========
NET INCREASE IN NET ASSETS APPLICABLE TO COMMON SHARES FROM
  OPERATIONS................................................  $1,748,553
                                                              ==========
</Table>

                                               See Notes to Financial Statements



                                      J-14
<PAGE>


VAN KAMPEN NEW YORK VALUE MUNICIPAL INCOME TRUST

FINANCIAL STATEMENTS continued

Statements of Changes in Net Assets (Unaudited)

<Table>
<Caption>
                                                                FOR THE            FOR THE
                                                            SIX MONTHS ENDED      YEAR ENDED
                                                             APRIL 30, 2005    OCTOBER 31, 2004
                                                            -----------------------------------
<S>                                                         <C>                <C>
FROM INVESTMENT ACTIVITIES:
Operations:
Net Investment Income......................................   $ 2,257,730        $ 4,444,042
Net Realized Gain..........................................       999,111            668,558
Net Unrealized Appreciation/Depreciation During the
  Period...................................................    (1,165,328)         1,025,769
Distributions to Preferred Shareholders:
  Net Investment Income....................................      (284,327)          (384,197)
  Net Realized Gain........................................       (58,633)               -0-
                                                              -----------        -----------
Change in Net Assets Applicable to Common Shares from
  Operations...............................................     1,748,553          5,754,172
Distributions to Common Shareholders:
  Net Investment Income....................................    (1,969,469)        (4,200,708)
  Net Realized Gain........................................      (626,455)               -0-
                                                              -----------        -----------

NET CHANGE IN NET ASSETS APPLICABLE TO COMMON SHARES FROM
  INVESTMENT ACTIVITIES....................................      (847,371)         1,553,464

NET ASSETS APPLICABLE TO COMMON SHARES:
Beginning of the Period....................................    72,369,780         70,816,316
                                                              -----------        -----------
End of the Period (Including accumulated undistributed net
  investment income of $468,026 and $464,092,
  respectively)............................................   $71,522,409        $72,369,780
                                                              ===========        ===========
</Table>

See Notes to Financial Statements



                                      J-15
<PAGE>


VAN KAMPEN NEW YORK VALUE MUNICIPAL INCOME TRUST

FINANCIAL HIGHLIGHTS (UNAUDITED)

THE FOLLOWING SCHEDULE PRESENTS FINANCIAL HIGHLIGHTS FOR ONE COMMON SHARE OF THE
TRUST OUTSTANDING THROUGHOUT THE PERIODS INDICATED.

<Table>
<Caption>
                                                             SIX MONTHS
                                                               ENDED
                                                             APRIL 30,    ------------------
                                                                2005       2004       2003
                                                             -------------------------------
<S>                                                          <C>          <C>        <C>
NET ASSET VALUE, BEGINNING OF THE PERIOD....................  $ 16.86     $ 16.50    $ 16.40
                                                              -------     -------    -------
  Net Investment Income.....................................      .53        1.04       1.07
  Net Realized and Unrealized Gain/Loss.....................     (.03)        .39        .14
  Common Share Equivalent of Distributions Paid to Preferred
  Shareholders:
    Net Investment Income...................................     (.07)       (.09)      (.09)
    Net Realized Gain.......................................     (.01)        -0-        -0-
                                                              -------     -------    -------
Total from Investment Operations............................      .42        1.34       1.12
Distributions Paid to Common Shareholders:
    Net Investment Income...................................     (.46)       (.98)     (1.02)
    Net Realized Gain.......................................     (.15)        -0-        -0-
                                                              -------     -------    -------
NET ASSET VALUE, END OF THE PERIOD..........................  $ 16.67     $ 16.86    $ 16.50
                                                              =======     =======    =======

Common Share Market Price at End of the Period..............  $ 14.68     $ 15.30    $ 15.21
Total Return (b)............................................   -0.08%*      7.24%      9.38%
Net Assets Applicable to Common Shares at End of the Period
  (In millions).............................................  $  71.5     $  72.4    $  70.8
Ratio of Expenses to Average Net Assets Applicable to Common
  Shares (c)................................................    1.31%       1.47%      1.46%
Ratio of Net Investment Income to Average Net Assets
  Applicable to Common Shares (c)...........................    6.39%       6.24%      6.48%
Portfolio Turnover..........................................      17%*        18%        30%

SUPPLEMENTAL RATIOS:
Ratio of Expenses to Average Net Assets Including Preferred
  Shares (c)................................................     .84%        .94%       .94%
Ratio of Net Investment Income to Average Net Assets
  Applicable to Common Shares (d)...........................    5.58%       5.70%      5.93%

SENIOR SECURITIES:
Total Preferred Shares Outstanding..........................    1,600       1,600      1,600
Asset Coverage Per Preferred Share (e)......................  $69,707     $70,235    $69,261
Involuntary Liquidating Preference Per Preferred Share......  $25,000     $25,000    $25,000
Average Market Value Per Preferred Share....................  $25,000     $25,000    $25,000
</Table>

*  Non-Annualized

(a)As required, effective November 1, 2001 the Trust has adopted the provisions
   of the AICPA Audit and Accounting Guide for Investment Companies and began
   accreting market discount on fixed income securities. The effect of this
   change for the year ended October 31, 2002 was to increase net investment
   income per share by $.01, decrease net realized and unrealized gains and
   losses per share by $.01 and increase the ratio of net investment income to
   average net assets applicable to common shares by .04%. Per share, ratios and
   supplemental data for periods prior to October 31, 2002 have not been
   restated to reflect this change in presentation.

(b)Total return assumes an investment at the common share market price at the
   beginning of the period indicated, reinvestment of all distributions for the
   period in accordance with the Trust's dividend reinvestment plan, and sale of
   all shares at the closing common share market price at the end of the period
   indicated.

(c)Ratios do not reflect the effect of dividend payments to preferred
   shareholders.

(d)Ratios reflect the effect of dividend payments to preferred shareholders.

(e)Calculated by subtracting the Trust's total liabilities (not including the
   preferred shares) from the Trust's total assets and dividing this by the
   number of preferred shares outstanding.



                                      J-16
<PAGE>


<Table>
<Caption>

YEAR ENDED OCTOBER 31,
- -----------------------------------------------------------------------------------------
     2002 (a)    2001       2000       1999       1998       1997       1996       1995
- -----------------------------------------------------------------------------------------
<S>  <C>        <C>       <C>        <C>        <C>        <C>        <C>        <C>
     $ 16.12    $ 14.98   $  14.31   $  16.14   $  15.39   $  14.45   $  14.17   $  12.23
     -------    -------   --------   --------   --------   --------   --------   --------
        1.10       1.09       1.12       1.09       1.09       1.10       1.09       1.07
         .24       1.17        .75      (1.85)       .74        .87        .17       1.95
        (.13)      (.27)      (.37)      (.28)      (.31)      (.31)      (.32)      (.36)
         -0-        -0-        -0-        -0-        -0-        -0-        -0-        -0-
     -------    -------   --------   --------   --------   --------   --------   --------
        1.21       1.99       1.50      (1.04)      1.52       1.66        .94       2.66
        (.93)      (.85)      (.83)      (.79)      (.77)      (.72)      (.66)      (.72)
         -0-        -0-        -0-        -0-        -0-        -0-        -0-        -0-
     -------    -------   --------   --------   --------   --------   --------   --------
     $ 16.40    $ 16.12   $  14.98   $  14.31   $  16.14   $  15.39   $  14.45   $  14.17
     =======    =======   ========   ========   ========   ========   ========   ========

     $ 14.85    $ 14.86   $13.0625   $13.0625   $14.9375   $13.3125   $ 11.625   $ 11.375
       6.25%     20.61%      6.44%     -7.68%     18.32%     21.19%      8.09%     18.15%
     $  70.4    $  69.2   $   64.3   $   61.4   $   69.3   $   66.0   $   62.0   $   60.8
       1.53%      1.75%      1.85%      1.80%      1.79%      1.87%      1.95%      2.06%
       6.89%      6.92%      7.73%      7.01%      6.91%      7.42%      7.69%      8.11%
         33%         6%        29%         4%        11%        25%        51%        77%

        .96%      1.10%      1.13%      1.12%      1.13%      1.15%      1.18%      1.20%
       6.10%      5.20%      5.20%      5.19%      4.96%      5.32%      5.41%      5.38%

       1,600      1,600      1,600      1,600        800        800        800        800
     $68,985    $68,224   $ 65,189   $ 63,381   $136,581   $132,546   $127,515   $126,006
     $25,000    $25,000   $ 25,000   $ 25,000   $ 50,000   $ 50,000   $ 50,000   $ 50,000
     $25,000    $25,000   $ 25,000   $ 25,000   $ 50,000   $ 50,000   $ 50,000   $ 50,000
</Table>

See Notes to Financial Statements



                                      J-17
<PAGE>


VAN KAMPEN NEW YORK VALUE MUNICIPAL INCOME TRUST

NOTES TO FINANCIAL STATEMENTS -- APRIL 30, 2005 (UNAUDITED)

1. SIGNIFICANT ACCOUNTING POLICIES

Van Kampen New York Value Municipal Income Trust (the "Trust") is registered as
a non-diversified, closed-end management investment company under the Investment
Company Act of 1940, as amended. The Trust's investment objective is to provide
a high level of current income exempt from federal as well as from New York
State and New York City income taxes, consistent with preservation of capital.
The Trust will invest substantially all of its assets in New York municipal
securities rated investment grade at the time of investment. The Trust commenced
investment operations on April 30, 1993.

    The following is a summary of significant accounting policies consistently
followed by the Trust in the preparation of its financial statements. The
preparation of financial statements in conformity with accounting principles
generally accepted in the United States of America requires management to make
estimates and assumptions that affect the reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities at the date of
the financial statements and the reported amounts of revenues and expenses
during the reporting period. Actual results could differ from those estimates.

A. SECURITY VALUATION Municipal bonds are valued by independent pricing services
or dealers using the mean of the bid and asked prices or, in the absence of
market quotations, at fair value based upon yield data relating to municipal
bonds with similar characteristics and general market conditions. Securities
which are not valued by independent pricing services or dealers are valued at
fair value using procedures established in good faith by the Board of Trustees.
Short-term securities with remaining maturities of 60 days or less are valued at
amortized cost, which approximates market value.

B. SECURITY TRANSACTIONS Security transactions are recorded on a trade date
basis. Realized gains and losses are determined on an identified cost basis. The
Trust may purchase and sell securities on a "when-issued" or "delayed delivery"
basis with settlement to occur at a later date. The value of the security so
purchased is subject to market fluctuations during this period. The Trust will
segregate assets with the custodian having an aggregate value at least equal to
the amount of the when-issued or delayed delivery purchase commitments until
payment is made. At April 30, 2005, the Trust had $3,661,013 of when-issued or
delayed delivery purchase commitments.

C. INVESTMENT INCOME Interest income is recorded on an accrual basis. Bond
premium is amortized and discount is accreted over the expected life of each
applicable security.

D. FEDERAL INCOME TAXES It is the Trust's policy to comply with the requirements
of Subchapter M of the Internal Revenue Code applicable to regulated investment
companies and to distribute substantially all of its taxable income to its
shareholders. Therefore, no provision for federal income taxes is required.



                                      J-18
<PAGE>


VAN KAMPEN NEW YORK VALUE MUNICIPAL INCOME TRUST

NOTES TO FINANCIAL STATEMENTS -- APRIL 30, 2005 (UNAUDITED) continued

    At April 30, 2005, the cost and related gross unrealized appreciation and
depreciation are as follows:

<Table>
<S>                                                           <C>
Cost of investments for tax purposes........................  $102,760,116
                                                              ============
Gross tax unrealized appreciation...........................  $  7,868,087
Gross tax unrealized depreciation...........................           (79)
                                                              ------------
Net tax unrealized appreciation on investments..............  $  7,868,008
                                                              ============
</Table>

E. DISTRIBUTION OF INCOME AND GAINS The Trust declares and pays monthly
dividends from net investment income to common shareholders. Net realized gains,
if any, are distributed annually on a pro rata basis to common and preferred
shareholders. Distributions from net realized gains for book purposes may
include short-term capital gains, which are included as ordinary income for tax
purposes.

    The tax character of distributions paid during the year ended October 31,
2004 was as follows:

<Table>
<S>                                                           <C>
Distributions paid from:
  Ordinary income...........................................  $49,608
  Long-term capital gain....................................      -0-
                                                              -------
                                                              $49,608
                                                              =======
</Table>

    As of October 31, 2004, the components of distributable earnings on a tax
basis were as follows:

<Table>
<S>                                                           <C>
Undistributed ordinary income...............................  $  4,649
Undistributed long-term capital gain........................   680,317
</Table>

    Net realized gains or losses may differ for financial and tax reporting
purposes primarily as a result of the deferral of losses relating to wash sale
transactions.

2. INVESTMENT ADVISORY AGREEMENT AND OTHER TRANSACTIONS WITH AFFILIATES

Under the terms of the Trust's Investment Advisory Agreement, Van Kampen Asset
Management (the "Adviser") will provide investment advice and facilities to the
Trust for an annual fee payable monthly of .55% of the average daily net assets
of the Trust. Effective November 1, 2004, the investment advisory fee was
reduced from .60% to .55%.

    For the six months ended April 30, 2005, the Trust recognized expenses of
approximately $2,200 representing legal services provided by Skadden, Arps,
Slate, Meagher & Flom LLP, counsel to the Trust, of which a trustee of the Trust
is a partner of such firm and he and his law firm provide legal services as
legal counsel to the Trust.

    Under separate Accounting Services and Legal Services agreements, the
Adviser provides accounting and legal services to the Trust. The Adviser
allocates the cost of such services to each trust. For the six months ended
April 30, 2005, the Trust recognized expenses of approximately $15,400
representing Van Kampen Investments Inc's or its affiliates' (collectively "Van
Kampen") cost of providing accounting and legal services to the Trust, which are
reported as part of "Other" and "Legal" expenses, respectively, in the Statement
of Operations.



                                      J-19
<PAGE>


VAN KAMPEN NEW YORK VALUE MUNICIPAL INCOME TRUST

NOTES TO FINANCIAL STATEMENTS -- APRIL 30, 2005 (UNAUDITED) continued

    Certain officers and trustees of the Trust are also officers and directors
of Van Kampen. The Trust does not compensate its officers or trustees who are
also officers of Van Kampen.

    The Trust provides deferred compensation and retirement plans for its
trustees who are not officers of Van Kampen. Under the deferred compensation
plan, trustees may elect to defer all or a portion of their compensation to a
later date. Benefits under the retirement plan are payable upon retirement for a
ten-year period and are based upon each trustee's years of service to the Trust.
The maximum annual benefit per trustee under the plan is $2,500.

3. INVESTMENT TRANSACTIONS

During the period, the cost of purchases and proceeds from sales of investments,
excluding short-term investments, were $18,316,219 and $19,320,404,
respectively.

4. PREFERRED SHARES

The Trust has outstanding 1,600 Auction Preferred Shares ("APS"). Dividends are
cumulative and the dividend rate is currently reset every seven days through an
auction process. The rate in effect on April 30, 2005 was 2.710%. During the six
months ended April 30, 2005, the rates ranged from 1.000% to 2.710%.

    The Trust pays annual fees equivalent to .25% of the preferred share
liquidation value for the remarketing efforts associated with the preferred
auctions. These fees are included as a component of "Preferred Share
Maintenance" expense in the Statement of Operations.

    The APS are redeemable at the option of the Trust in whole or in part at the
liquidation value of $25,000 per share plus accumulated and unpaid dividends.
The Trust is subject to certain asset coverage tests and the APS are subject to
mandatory redemption if the tests are not met.

5. INDEMNIFICATIONS

The Trust enters into contracts that contain a variety of indemnifications. The
Trust's maximum exposure under these arrangements is unknown. However, the Trust
has not had prior claims or losses pursuant to these contracts and expects the
risk of loss to be remote.

6. DERIVATIVE FINANCIAL INSTRUMENTS

A derivative financial instrument in very general terms refers to a security
whose value is "derived" from the value of an underlying asset, reference rate
or index.

    The Trust may invest up to 15% of its net assets in "inverse floating rate
obligations." The inverse floating rate obligations in which the Trust may
invest are typically created through a division of a fixed-rate municipal
obligation into two separate instruments, a short-term obligation and a
long-term obligation. The interest rate on the short-term obligation is set at
periodic auctions. The interest rate on the long-term obligation which the Trust
may purchase is the rate the issuer would have paid on the fixed-income
obligation, (i) plus the difference between such fixed rate and the rate on the
short-term obligation, if the short-term rate is lower than the fixed rate; or
(ii) minus such difference if the interest rate on the short-term obligation is
higher than the fixed rate. These securities have varying degrees of liquidity
and the market value of such securities generally will fluctuate in response to
changes in market rates of interest to a greater extent than the value of an
equal principal amount of a fixed rate security having similar credit quality,
redemption provisions



                                      J-20
<PAGE>


VAN KAMPEN NEW YORK VALUE MUNICIPAL INCOME TRUST

NOTES TO FINANCIAL STATEMENTS -- APRIL 30, 2005 (UNAUDITED) continued

and maturity. These securities tend to underperform the market for fixed rate
bonds in a rising interest rate environment, but tend to outperform the market
for fixed rate bonds when interest rates decline or remain relatively stable.
Although volatile, inverse floating rate obligations typically offer the
potential for yields exceeding the yields available on fixed rate bonds with
comparable credit quality, coupon, call provisions and maturity. These
securities usually permit the investor to convert the floating rate security
counterpart to a fixed rate (normally adjusted downward), and this optional
conversion feature may provide a partial hedge against rising rates if exercised
at an opportune time.

7. TRUST MERGER

On May 11, 2005, the Trustees of New York Value Municipal Income Trust and New
York Quality Municipal Trust ("Target Trusts") announced its intention to merge
the Target Trusts into Trust for Investment Grade New York Municipals
("Acquiring Trust"). The Trustees of each of the trusts have approved in
principal an agreement and plan of reorganization between the trusts providing
for a transfer of assets and liabilities of the Target Trusts to the Acquiring
Trust in exchange for shares of beneficial interest of the Acquiring Trust (the
"Reorganization"). The Reorganization is subject to the approval by the
shareholders of the Target Trusts. The issuance of additional common shares of
the Acquiring Trust is subject to the approval of the shareholders of the
Acquiring Trust.



                                      J-21
<PAGE>


VAN KAMPEN NEW YORK VALUE MUNICIPAL INCOME TRUST

BOARD OF TRUSTEES, OFFICERS, AND IMPORTANT ADDRESSES

BOARD OF TRUSTEES

DAVID C. ARCH
JERRY D. CHOATE
ROD DAMMEYER
LINDA HUTTON HEAGY
R. CRAIG KENNEDY
HOWARD J KERR
MITCHELL M. MERIN*
JACK E. NELSON
RICHARD F. POWERS, III*
HUGO F. SONNENSCHEIN
WAYNE W. WHALEN* - Chairman
SUZANNE H. WOOLSEY

OFFICERS

MITCHELL M. MERIN
President and Chief Executive Officer

RONALD E. ROBISON
Executive Vice President and Principal Executive Officer

JOSEPH J. MCALINDEN
Executive Vice President and Chief Investment Officer

AMY R. DOBERMAN
Vice President

STEFANIE V. CHANG
Vice President and Secretary

JOHN L. SULLIVAN
Chief Compliance Officer

JAMES W. GARRETT
Chief Financial Officer and Treasurer

INVESTMENT ADVISER

VAN KAMPEN ASSET MANAGEMENT
1221 Avenue of the Americas
New York, New York 10020

CUSTODIAN

STATE STREET BANK AND TRUST COMPANY
225 Franklin Street
P.O. Box 1713
Boston, Massachusetts 02110

TRANSFER AGENT

EQUISERVE TRUST COMPANY, N.A.
P.O. Box 43011
Providence, Rhode Island 02940-3011

LEGAL COUNSEL

SKADDEN, ARPS, SLATE,
MEAGHER & FLOM LLP
333 West Wacker Drive
Chicago, Illinois 60606

INDEPENDENT REGISTERED
PUBLIC ACCOUNTING FIRM

DELOITTE & TOUCHE LLP
180 North Stetson Avenue
Chicago, Illinois 60601

*   "Interested persons" of the Trust, as defined in the Investment Company Act
    of 1940, as amended.



                                      J-22
<PAGE>


VAN KAMPEN

AN IMPORTANT NOTICE CONCERNING OUR U.S. PRIVACY POLICY

    We are required by federal law to provide you with a copy of our Privacy
Policy annually.

    The following Policy applies to current and former individual clients of Van
Kampen Investments Inc., Van Kampen Asset Management, Van Kampen Advisors Inc.,
Van Kampen Funds Inc., Van Kampen Investor Services Inc. and Van Kampen Exchange
Corp., as well as current and former individual investors in Van Kampen mutual
funds, unit investment trusts, and related companies.

    This Policy is not applicable to partnerships, corporations, trusts or other
non-individual clients or account holders, nor is this Policy applicable to
individuals who are either beneficiaries of a trust for which we serve as
trustee or participants in an employee benefit plan administered or advised by
us. This Policy is, however, applicable to individuals who select us to be a
custodian of securities or assets in individual retirement accounts, 401(k)
accounts, 529 Educational Savings Accounts, accounts subject to the Uniform
Gifts to Minors Act, or similar accounts.

    Please note that we may amend this Policy at any time, and will inform you
of any changes to this Policy as required by law.

WE RESPECT YOUR PRIVACY

We appreciate that you have provided us with your personal financial
information. We strive to maintain the privacy of such information while we help
you achieve your financial objectives. This Policy describes what non-public
personal information we collect about you, why we collect it, and when we may
share it with others.

    We hope this Policy will help you understand how we collect and share
non-public personal information that we gather about you. Throughout this
Policy, we refer to the non-public information that personally identifies you or
your accounts as "personal information."

1. WHAT PERSONAL INFORMATION DO WE COLLECT ABOUT YOU?

To serve you better and manage our business, it is important that we collect and
maintain accurate information about you. We may obtain this information from
applications and other forms you submit to us, from your dealings with us, from
consumer reporting agencies, from our Web sites and from third parties and other
sources.

    For example:

     --  We may collect information such as your name, address, e-mail address,
         telephone/fax numbers, assets, income and investment objectives through
         applications and other forms you submit to us.

     --  We may obtain information about account balances, your use of
         account(s) and the types of products and services you prefer to receive
         from us through your dealings and transactions with us and other
         sources.

     --  We may obtain information about your creditworthiness and credit
         history from consumer reporting agencies.

     --  We may collect background information from and through third-party
         vendors to verify representations you have made and to comply with
         various regulatory requirements.

     --  If you interact with us through our public and private Web sites, we
         may collect information that you provide directly through online
         communications (such as an e-mail address). We may also collect
         information about your Internet service provider, your domain name,
         your computer's operating system and Web browser,



                                                             (continued on back)



                                      J-23
<PAGE>


VAN KAMPEN

AN IMPORTANT NOTICE CONCERNING OUR U.S. PRIVACY POLICY continued

         your use of our Web sites and your product and service preferences,
         through the use of "cookies." "Cookies" recognize your computer each
         time you return to one of our sites, and help to improve our sites'
         content and personalize your experience on our sites by, for example,
         suggesting offerings that may interest you. Please consult the Terms of
         Use of these sites for more details on our use of cookies.

2. WHEN DO WE DISCLOSE PERSONAL INFORMATION WE COLLECT ABOUT YOU?

To provide you with the products and services you request, to serve you better
and to manage our business, we may disclose personal information we collect
about you to our affiliated companies and to non-affiliated third parties as
required or permitted by law.

A. INFORMATION WE DISCLOSE TO OUR AFFILIATED COMPANIES. We do not disclose
personal information that we collect about you to our affiliated companies
except to enable them to provide services on our behalf or as otherwise required
or permitted by law.

B. INFORMATION WE DISCLOSE TO THIRD PARTIES. We do not disclose personal
information that we collect about you to non-affiliated third parties except to
enable them to provide services on our behalf, to perform joint marketing
agreements with other financial institutions, or as otherwise required or
permitted by law. For example, some instances where we may disclose information
about you to non-affiliated third parties include: for servicing and processing
transactions, to offer our own products and services, to protect against fraud,
for institutional risk control, to respond to judicial process or to perform
services on our behalf. When we share personal information with these companies,
they are required to limit their use of personal information to the particular
purpose for which it was shared and they are not allowed to share personal
information with others except to fulfill that limited purpose.

3. HOW DO WE PROTECT THE SECURITY AND CONFIDENTIALITY OF PERSONAL INFORMATION WE
COLLECT ABOUT YOU?

We maintain physical, electronic and procedural security measures to help
safeguard the personal information we collect about you. We have internal
policies governing the proper handling of client information. Third parties that
provide support or marketing services on our behalf may also receive personal
information, and we require them to adhere to confidentiality standards with
respect to such information.

Van Kampen Funds Inc.
1 Parkview Plaza, P.O. Box 5555
Oakbrook Terrace, IL 60181-5555
www.vankampen.com

Copyright (C)2005 Van Kampen Funds Inc. All rights reserved.
Member NASD/SIPC.
VNV SAR 6/05 RN05-1307P-404/05
                                                   (VAN KAMPEN INVESTMENTS LOGO)



                                      J-24

<PAGE>

                                   APPENDIX K


                         PRO FORMA FINANCIAL STATEMENTS

The following presents the pro forma financial statements for the combination of
the Van Kampen Trust for Investment Grade New York Municipals, Van Kampen New
York Quality Municipal Trust and the New York Value Municipal Income Trust. The
statements are presented as of October 31, 2004, the most recent period for
which financial information is currently available.

The unaudited Pro Forma Portfolio of Investments and Pro Forma Statement of
Assets and Liabilities reflect the financial position as if the transaction
occurred on October 31, 2004. The Pro Forma Statement of Operations reflects the
expenses for the twelve months ended October 31, 2004. The pro forma statements
give effect to the proposed exchange of Van Kampen Trust for Investment Grade
New York Municipals shares for the assets and liabilities of the Van Kampen New
York Quality Municipal Trust and Van Kampen New York Value Municipal Income
Trust, with Van Kampen Trust for Investment Grade New York Municipals being the
surviving entity. The proposed transaction will be accounted for as a tax-free
reorganization in accordance with accounting principles generally accepted in
the United States of America. The historical cost basis of the investments is
carried over to the surviving entity. There is no guarantee that the portfolio
of investments of the surviving entity on the closing date of the transaction
will match the Pro Forma Portfolio of Investments presented herein. All or a
portion of the securities acquired in the transaction could be sold by the
surviving entity; however, there is no plan or intention to sell securities
acquired in the transaction other than in the ordinary course of business.
<PAGE>



 VAN KAMPEN NEW YORK QUALITY MUNICIPAL TRUST (VNM) - VAN KAMPEN NEW YORK VALUE
 MUNICIPAL INCOME TRUST (VNV) - VAN KAMPEN TRUST FOR INVESTMENT GRADE NEW YORK
                                MUNICIPALS (VTN)

                       PROFORMA PORTFOLIO OF INVESTMENTS

                          OCTOBER 31, 2004 (UNAUDITED)



<TABLE>
<CAPTION>
                                     VTN
    VNM        VNV        VTN      PROFORMA
PAR AMOUNT PAR AMOUNT  PAR AMOUNT PAR AMOUNT                                          VNM          VNV          VTN     VTN-PROFORMA
  (000)      (000)       (000)      (000)    DESCRIPTION        COUPON  MATURITY MARKET VALUE MARKET VALUE MARKET VALUE MARKET VALUE
- ------------------------------------------------------------------------------------------------------------------------------------
<S>         <C>        <C>         <C>      <C>                 <C>     <C>      <C>          <C>          <C>          <C>
Municipal Bonds  152.4%
New York  143.0%
                       $  1,000     $ 1,000 Amherst, NY Indl
                                            Dev Agy Civic
                                            Fac Rev UBF Fac
                                            Student Hsg Ser
                                            B (AMBAC Insd)      5.750% 08/01/30                            $ 1,121,470   $ 1,121,470
$ 1,000                               1,000 Amherst, NY Indl
                                            Dev Agy Rev Fac
                                            Student Hsg Ser
                                            A (AMBAC Insd)      5.750  08/01/25  $ 1,133,530                               1,133,530
  1,250                               1,250 Erie Cnty, NY
                                            Indl Dev Agy Sch
                                            Fac Rev City of
                                            Buffalo Proj
                                            (FSA Insd)          5.750  05/01/19    1,438,687                               1,438,687
            $ 1,500                   1,500 Erie Cnty, NY
                                            Indl Dev Agy Sch
                                            Fac Rev City of
                                            Buffalo Proj
                                            (FSA Insd)          5.750  05/01/20               $ 1,726,425                  1,726,425
                          1,250       1,250 Erie Cnty, NY
                                            Indl Dev Agy Sch
                                            Fac Rev City of
                                            Buffalo Proj
                                            (FSA Insd)          5.750  05/01/23                              1,436,362     1,436,362
                          2,000       2,000 Erie Cnty, NY
                                            Pub Impt Ser A
                                            (FGIC Insd)         5.250  03/15/20                              2,189,060     2,189,060
  1,250                               1,250 Erie Cnty, NY
                                            Pub Impt Ser B
                                            (MBIA Insd)         5.250  04/01/18    1,396,062                               1,396,062
                          1,000       1,000 Erie Cnty, NY
                                            Pub Impt Ser C
                                            (AMBAC Insd)        5.500  07/01/29                              1,090,880     1,090,880
                          1,610       1,610 Grand Central NY
                                            Dist Mgt Assn
                                            Cap Impt Business
                                            Impt & Rfdg (b)     5.000  01/01/16                              1,757,701     1,757,701
                          1,110       1,110 Islip, NY Res
                                            Recovery 1985 Fac
                                            Ser E (AMT)
                                            (FSA Insd) (b)      5.750  07/01/18                              1,244,954     1,244,954
              2,000                   2,000 Islip, NY Res
                                            Recovery Agy Rev
                                            1985 Fac Ser B
                                            (AMT) (AMBAC
                                            Insd)               7.250  07/01/11                  2,451,380                 2,451,380
              1,100                   1,100 Islip, NY Res
                                            Recovery Agy Rev
                                            1985 Fac Ser E
                                            (AMT) (FSA Insd)    5.750  07/01/20                  1,220,802                 1,220,802
                          3,020       3,020 Long Island Pwr
                                            Auth NY Elec Sys
                                            Rev Cap Apprec
                                            (FSA Insd)            *    06/01/19                              1,633,971     1,633,971
  3,365                               3,365 Long Island Pwr
                                            Auth NY Elec Sys
                                            Rev Cap Apprec
                                            (FSA Insd)            *    06/01/21    1,630,679                               1,630,679
  2,000       2,000                   4,000 Long Island Pwr
                                            Auth NY Elec Sys
                                            Rev Gen Ser C       5.500  09/01/19    2,194,080     2,194,080                 4,388,160
                          1,500       1,500 Long Island Pwr
                                            Auth NY Elec Sys
                                            Rev Gen Ser C       5.500  09/01/21                              1,632,840     1,632,840
  2,000       1,000       1,000       4,000 Metropolitan
                                            Trans Auth NY Rev
                                            Ser A Rfdg
                                            (AMBAC Insd)        5.500  11/15/19    2,276,360     1,138,180   1,138,180     4,552,720
  1,500       1,000       1,500       4,000 Metropolitan
                                            Trans Auth NY Svc
                                            Contract Ser A
                                            Rfdg                5.125  01/01/29    1,544,955     1,029,970   1,544,955     4,119,880
  1,000       1,000       1,000       3,000 Metropolitan
                                            Trans Auth NY
                                            Svc Contract Ser
                                            B (MBIA Insd)       5.500  07/01/14    1,161,960     1,161,960   1,161,960     3,485,880
  1,215                               1,215 Monroe Cnty, NY
                                            Indl Dev Agy Rev
                                            Pub Impt Canal
                                            Ponds Park Ser A    7.000  06/15/13    1,222,144                               1,222,144
              1,115                   1,115 Monroe Woodbury,
                                            NY Cent Sch Ser A
                                            Rfdg (FGIC Insd)    5.000  05/15/19                  1,219,855                 1,219,855
  1,125                               1,125 Nassau Cnty, NY
                                            Impt Ser E (FSA
                                            Insd)               6.000  03/01/20    1,293,592                               1,293,592
              1,500       1,000       2,500 Nassau Cnty, NY
                                            Interim Fin Auth
                                            Sales Tax Secd
                                            Ser A (AMBAC
                                            Insd)               5.000  11/15/18                  1,637,265    1,091,510    2,728,775
  2,000                   2,000       4,000 Nassau Cnty, NY
                                            Interim Fin Auth
                                            Sales Tax Secd
                                            Ser A (Prerefunded
                                            @ 11/15/10)         5.750  11/15/15    2,319,920                  2,319,920    4,639,840
                            730         730 Nassau Cnty, NY
                                            Interim Fin Auth
                                            Sales Tax Secd
                                            Ser A1 (AMBAC
                                            Insd)               5.375  11/15/15                                 818,658      818,658
                          1,770       1,770 Nassau Cnty, NY
                                            Interim Fin Auth
                                            Sales Tax Secd
                                            Ser A1
                                            (Prerefunded
                                            @ 11/15/11)
                                            (AMBAC Insd)        5.375  11/15/15                               2,032,102    2,032,102
    820         295                   1,115 Nassau Cnty, NY
                                            Interim Fin Auth
                                            Sales Tax Secd
                                            Ser A-1 (AMBAC
                                            Insd)               5.375  11/15/16      919,589       330,828                 1,250,417
  1,000                   1,585       2,585 Nassau Cnty, NY
                                            Interim Fin Auth
                                            Sales Tax Secd
                                            Ser B Rfdg (AMBAC
                                            Insd)               5.000  11/15/17    1,097,120                  1,738,935    2,836,055
    500                                 500 Nassau Cnty, NY
                                            Swr & Storm Ser B
                                            (MBIA Insd)         5.000  10/01/20      540,390                                 540,390
  1,370                               1,370 Nassau Cnty, NY
                                            Swr & Storm Ser B
                                            (MBIA Insd)         5.000  10/01/22    1,463,311                               1,463,311
              1,000                   1,000 Nassau Cnty, NY
                                            Swr & Storm Wtr
                                            Fin Auth Sys Rev
                                            Ser B (MBIA Insd)   5.000  10/01/21                  1,074,840                 1,074,840
  2,000                               2,000 New York City
                                            Fiscal 2003 Ser I   5.750  03/01/16    2,260,360                               2,260,360
                            935         935 New York City Hsg
                                            Dev Corp Multi-
                                            Family Hsg Rev
                                            Ser A (AMT)         5.850  11/01/20                                 999,132      999,132
              1,000                   1,000 New York City Hsg
                                            Dev Corp Multi-
                                            Family Hsg Rev
                                            Ser A (AMT)         5.950  11/01/32                  1,049,480                 1,049,480
              1,900                   1,900 New York City Indl
                                            Dev Agy Brooklyn
                                            Navy Yard (AMT)     5.650  10/01/28                  1,790,522                 1,790,522
              1,355                   1,355 New York City Indl
                                            Dev Agy Civic Fac
                                            Rev Nightingale
                                            Bamford Sch Rfdg
                                            (AMBAC Insd) (b)    5.250  01/15/19                  1,489,890                 1,489,890
                          1,000       1,000 New York City Indl
                                            Dev Agy Civic Fac
                                            Rev NY Inst of
                                            Technology Proj
                                            (MBIA Insd)         5.250  03/01/18                               1,103,880    1,103,880
  1,000                   1,000       2,000 New York City Indl
                                            Dev Agy Fac Rev
                                            Royal Charter-NY
                                            Presbyterian
                                            (FSA Insd)          5.250  12/15/11       1,133,030               1,133,030    2,266,060
  2,000       2,000       2,000       6,000 New York City Indl
                                            Dev Agy Spl Fac
                                            Rev Terminal One
                                            Group Assn Proj
                                            (AMT)               6.000  01/01/15       2,045,060  2,045,060    2,045,060    6,135,180
              1,230                   1,230 New York City Indl
                                            Dev Civic YMCA Gtr
                                            NY Proj             5.850  08/01/08                  1,333,763                 1,333,763
              1,500                   1,500 New York City Indl
                                            Dev Civic YMCA Gtr
                                            NY Proj             5.800  08/01/16                  1,609,635                 1,609,635
  1,000       1,000       1,000       3,000 New York City Muni
                                            Wtr Fin Auth Wtr &
                                            Swr Sys Rev         5.500  06/15/33       1,079,880  1,079,880    1,079,880    3,239,640
  2,000                               2,000 New York City Muni
                                            Wtr Fin Auth Wtr &
                                            Swr Sys Rev Ser B
                                            (FSA Insd)          5.000  06/15/29       2,062,260                            2,062,260
                          3,900       3,900 New York City Muni
                                            Wtr Fin Auth Wtr &
                                            Swr Sys Rev Ser B
                                            (FSA Insd)          5.250  06/15/29                               4,090,086    4,090,086
              3,000                   3,000 New York City Muni
                                            Wtr Fin Auth Wtr &
                                            Swr Sys Ser B
                                            (FGIC Insd)         5.250  06/15/29                  3,146,220                 3,146,220
  1,325                   1,325       2,650 New York City Muni
                                            Wtr Fin Ser B       6.000  06/15/33       1,542,234               1,542,234    3,084,468
  2,175                   2,175       4,350 New York City Muni
                                            Wtr Fin Ser B
                                            (Prerefunded @
                                            06/15/10)           6.000  06/15/33       2,556,060               2,556,060    5,112,120
              1,500                   1,500 New York City Ser E
                                            Rfdg (MBIA Insd)    6.200  08/01/08                  1,702,605                 1,702,605
  1,200                               1,200 New York City Ser G 5.250  08/01/16       1,295,388                            1,295,388
  2,000       1,000                   3,000 New York City Ser H
                                            (FGIC Insd)         6.000  08/01/12       2,360,280  1,180,140                 3,540,420
                          1,250       1,250 New York City Ser K 5.625  08/01/13                               1,366,763    1,366,763
                 60                      60 New York City
                                            Transitional Fin
                                            Auth Rev Future Tax
                                            Secd Ser A          5.000  08/15/27                     61,005                    61,005
  1,750       1,750                   3,500 New York City
                                            Transitional Fin
                                            Auth Rev Future Tax
                                            Secd Ser B (MBIA
                                            Insd)               5.250  05/01/16       1,934,713  1,934,712                 3,869,425
              1,000       1,500       2,500 New York City
                                            Transitional Fin
                                            Auth Rev Future
                                            Tax Secd Ser C
                                            (AMBAC Insd)        5.250  08/01/21                  1,085,010    1,627,515    2,712,525
  1,500       1,000       3,500       6,000 New York City
                                            Transitional Fin
                                            Auth Rev Future
                                            Tax Secd Ser D
                                            (MBIA Insd)         5.250  02/01/19       1,650,000  1,100,000    3,850,000    6,600,000
  1,000                               1,000 New York St Dorm
                                            Auth Lease Rev
                                            Court Fac Ser A     5.500  05/15/20       1,095,890                            1,095,890
              1,000       1,330       2,330 New York St Dorm
                                            Auth Lease Rev
                                            Court Fac Ser A     5.375  05/15/22                  1,074,320    1,428,846    2,503,166
                745                     745 New York St Dorm
                                            Auth Lease Rev
                                            Master Boces Pgm
                                            (FSA Insd)          5.250  08/15/21                    812,564                   812,564
</TABLE>


<PAGE>


<TABLE>
<S>       <C>        <C>      <C>    <C>                 <C>         <C>         <C>           <C>           <C>           <C>
             500                 500 New York St Dorm
                                     Auth Lease Rev
                                     Master Boces Pgm
                                     (FSA Insd)          5.250       08/15/23                    539,575                     539,575
           2,150               2,150 New York St Dorm
                                     Auth Lease Rev
                                     Master Boces Pgm
                                     Ser A (FSA Insd)
                                     (b)                 5.250       08/15/16                  2,383,877                   2,383,877
                     1,000     1,000 New York St Dorm
                                     Auth Lease Rev
                                     Master Boces
                                     Prog Ser A
                                     (FSA Insd)          5.250       08/15/17                                 1,108,780    1,108,780
                     2,250     2,250 New York St Dorm
                                     Auth Lease Rev
                                     Muni Hlth Fac
                                     Impt Pgm Ser
                                     1 (FSA Insd)        5.500       01/15/13                                 2,539,485    2,539,485
  2,000    1,000     1,040     4,040 New York St Dorm
                                     Auth Lease Rev
                                     St Univ Dorm Fac    5.375       07/01/16    2,205,720     1,102,860      1,146,974    4,455,554
  1,000                        1,000 New York St Dorm
                                     Auth Lease Rev
                                     St Univ Dorm Fac
                                     (Prerefunded @
                                     07/01/12)           5.375       07/01/20    1,150,920                                 1,150,920
  1,000                        1,000 New York St Dorm
                                     Auth Lease Rev
                                     St Univ Dorm Fac
                                     (Prerefunded @
                                     07/01/12)           5.000       07/01/32    1,125,540                                 1,125,540
             820                 820 New York St Dorm
                                     Auth Lease Univ
                                     Dorm Fac Ser B      5.125       07/01/28                    846,060                     846,060
           2,055               2,055 New York St Dorm
                                     Auth Lease Univ
                                     Dorm Fac Ser B
                                     (Prerefunded @
                                     7/01/09)            5.125       07/01/28                  2,309,224                   2,309,224
                     2,200     2,200 New York St Dorm
                                     Auth Rev Catholic
                                     Hlth L.I. Oblig
                                     Grp (a)             5.000       07/01/27                                 2,190,980    2,190,980
  2,750                        2,750 New York St Dorm
                                     Auth Rev Catholic
                                     Hlth L.I. Oblig
                                     Grp (a)             5.100       07/01/34    2,736,058                                 2,736,058
  3,500                        3,500 New York St Dorm
                                     Auth Rev City Univ
                                     Cons Third Ser 1
                                     (FGIC Insd)         5.250       07/01/25    3,726,205                                 3,726,205
  1,625    1,500               3,125 New York St Dorm
                                     Auth Rev City
                                     Univ Sys Cons
                                     Ser A               5.625       07/01/16    1,896,538     1,750,650                   3,647,188
  2,500                        2,500 New York St Dorm
                                     Auth Rev City
                                     Univ Sys Third
                                     Gen Res Ser 2
                                     (Prerefunded
                                     @ 07/01/06)         6.000       07/01/20    2,720,875                                 2,720,875
           2,500               2,500 New York St Dorm
                                     Auth Rev Cons City
                                     Univ Sys Second
                                     Gen Ser A           5.750       07/01/13                  2,881,900                   2,881,900
           1,670               1,670 New York St Dorm
                                     Auth Rev Dept
                                     Education (b)       5.250       07/01/19                  1,826,863                   1,826,863
                     2,500     2,500 New York St Dorm
                                     Auth Rev Grace
                                     Manor Hlthcare Fac  6.150       07/01/18                                 2,695,825    2,695,825
  1,000    1,800     1,000     3,800 New York St Dorm
                                     Auth Rev Hosp
                                     (MBIA Insd)         5.000       08/01/33    1,033,070     1,859,526      1,033,070    3,925,666
  1,000              1,340     2,340 New York St Dorm
                                     Auth Rev Insd
                                     Brooklyn Law Sch
                                     Ser B (XLCA Insd)   5.375       07/01/23    1,092,590                    1,464,071    2,556,661
           1,425               1,425 New York St Dorm
                                     Auth Rev Insd John
                                     T Mather Mem Hosp
                                     Rfdg (Connie
                                     Lee Insd) (b)       6.500       07/01/08                  1,623,474                   1,623,474
           1,000               1,000 New York St Dorm
                                     Auth Rev Insd John
                                     T Mather Mem Hosp
                                     Rfdg (Connie
                                     Lee Insd)           6.500       07/01/10                  1,179,260                   1,179,260
           1,720               1,720 New York St Dorm
                                     Auth Rev Insd John
                                     T Mather Mem Hosp
                                     Rfdg (Connie
                                     Lee Insd) (b)       6.500       07/01/11                  2,053,353                   2,053,353
  1,500    1,000     1,000     3,500 New York St Dorm
                                     Auth Rev Mem
                                     Sloan-Kettering
                                     Ctr Ser 1
                                     (MBIA Insd)         5.000       07/01/20    1,608,360     1,072,240      1,072,240    3,752,840
  5,875                        5,875 New York St
                                     Dorm Auth Rev
                                     Mental Hlth
                                     Fac Impt Ser B (b)  5.250       02/15/22    6,305,520                                 6,305,520
                     2,340     2,340 New York St Dorm
                                     Auth Rev Mental
                                     Hlth Svc Fac Impt
                                     Ser D (FSA Insd)
                                     (b)                 5.750       08/15/12                                 2,639,731    2,639,731
           1,000               1,000 New York St Dorm
                                     Auth Rev Mental
                                     Hlth Svc Ser A      6.000       02/15/07                  1,083,710                   1,083,710
           1,215     1,210     2,425 New York St Dorm
                                     Auth Rev Mental
                                     Hlth Svc Ser B
                                     (MBIA Insd)         5.250       08/15/31                  1,265,228      1,260,021    2,525,249
  1,000                        1,000 New York St Dorm
                                     Auth Rev Sch Dist
                                     Fin Pgm Ser C
                                     (MBIA Insd)         5.375       10/01/15    1,122,470                                 1,122,470
           1,500               1,500 New York St Dorm
                                     Auth Rev Sch Dist
                                     Fin Pgm Ser D
                                     (MBIA Insd)         5.500       10/01/17                  1,711,530                   1,711,530
                     1,000     1,000 New York St Dorm
                                     Auth Rev Sch Dist
                                     Fin Pgm Ser I
                                     (MBIA Insd)         5.750       10/01/18                                 1,158,220    1,158,220
           2,515               2,515 New York St Dorm
                                     Auth Rev Second
                                     Hosp Interfaith
                                     Med Cent Ser D
                                     (FSA Insd)          5.750       02/15/08                  2,776,032                   2,776,032
  1,000    1,000     1,000     3,000 New York St Dorm
                                     Auth Rev Second
                                     Hosp North Gen
                                     Hosp Rfdg           5.750       02/15/18    1,123,560     1,123,560      1,123,560    3,370,680
  1,370                        1,370 New York St Dorm
                                     Auth Rev St
                                     Personal Income
                                     Tax Ed Ser A        5.375       03/15/20    1,505,466                                 1,505,466
           1,250     1,000     2,250 New York St Dorm
                                     Auth Rev St
                                     Personal Income
                                     Tax Ed Ser A        5.000       03/15/32                  1,277,825      1,022,260    2,300,085
  1,500                        1,500 New York St Dorm
                                     Auth Rev St Univ
                                     Ed Fac
                                     (Prerefunded @
                                     05/15/06)           5.750       05/15/10    1,619,640                                 1,619,640
                     1,000     1,000 New York St Dorm
                                     Auth Rev St Univ
                                     Ed Fac 1989 Res
                                     (MBIA Insd)         6.000       05/15/15                                 1,158,700    1,158,700
  2,000                        2,000 New York St Dorm
                                     Auth Rev St Univ
                                     Ed Fac 1989 Res
                                     (MBIA Insd)         6.000       05/15/16    2,317,400                                 2,317,400
  2,600              1,000     3,600 New York St Dorm
                                     Auth Rev St Univ
                                     Ed Fac Ser A
                                     (MBIA Insd)         5.250       05/15/15    2,969,928                    1,142,280    4,112,208
                     5,010     5,010 New York St Dorm
                                     Auth Rev St Univ
                                     Ed Fac Ser B Rfdg   5.250       05/15/19                                 5,674,677    5,674,677
                     1,365     1,365 New York St Energy
                                     Resh & Dev Auth
                                     Gas Fac Rev
                                     Brooklyn Union Gas
                                     Ser B (AMT)
                                     (MBIA Insd)         6.750       02/01/24                                 1,383,987    1,383,987
  3,000    3,000     4,000    10,000 New York St Energy
                                     Resh & Dev Auth
                                     Gas Fac Rev
                                     Brooklyn Union Gas
                                     Ser C (AMT)
                                     (MBIA Insd)         5.600       06/01/25    3,051,690     3,051,690      4,068,920   10,172,300
           1,000               1,000 New York St Energy
                                     Resh & Dev Auth
                                     St Svc Contract Rev 6.000       04/01/07                  1,087,280                   1,087,280
    300                          300 New York St
                                     Environmental Fac
                                     Corp Pollutn Ctl
                                     Rev St Wtr
                                     Revolving
                                     Fd Ser A (Escrowed
                                     to Maturity)        5.750       06/15/12      353,112                                   353,112
  1,290                        1,290 New York St
                                     Environmental Fac
                                     Corp Pollutn Ctl
                                     Rev St Wtr
                                     Revolving
                                     Fd Ser E            6.600       06/15/09    1,314,329                                 1,314,329
     95                           95 New York St
                                     Environmental Fac
                                     Corp Pollutn Ctl
                                     Rev St Wtr Ser 02   5.750       06/15/12      111,207                                   111,207
    500                          500 New York St
                                     Environmental Fac
                                     Corp Pollutn Ctl
                                     Rev St Wtr Ser 02
                                     (Escrowed to
                                     Maturity)           5.750       06/15/12      588,520                                   588,520
  2,000                        2,000 New York St
                                     Environmental Fac
                                     Corp Solid Waste
                                     Disp Rev Occidental
                                     Petroleum Corp
                                     Proj (AMT)          6.100       11/01/30    2,065,100                                 2,065,100
           1,000               1,000 New York St
                                     Environmental Fac
                                     Corp St Clean Wtr
                                     & Drinking
                                     Revolving Fd Muni
                                     Wtr Proj Ser B      5.250       06/15/20                  1,090,700                   1,090,700
                     1,640     1,640 New York St
                                     Environmental Fac
                                     Corp St Clean Wtr
                                     & Drinking
                                     Revolving Fd
                                     Pooled Fin Pgm I    5.250       09/15/19                                 1,803,442    1,803,442
  1,565                        1,565 New York St
                                     Environmental Fac
                                     Corp St Clean Wtr
                                     & Drinking
                                     Revolving Fd Ser B  5.000       06/15/20    1,677,038                                 1,677,038
           1,695     2,000     3,695 New York St
                                     Environmental Fac
                                     Corp St Clean Wtr
                                     & Drinking
                                     Revolving Fd Ser B  5.000       06/15/21                  1,808,277      2,133,660    3,941,937
</TABLE>


<PAGE>


<TABLE>

<S>      <C>     <C>       <C>     <C>                   <C>      <C>        <C>         <C>             <C>           <C>
                   3,500   3,500    New York St Hsg
                                    Fin Agy Rev Multi-
                                    Family Hsg Secd Mtg
                                    Pgm Ser A (AMT)       7.050   08/15/24                                 3,505,530     3,505,530
  1,340                    1,340    New York St Hsg
                                    Fin Agy Rev Newburgh
                                    Interfaith Hsg Ser A  7.050   11/01/12    1,342,345                                  1,342,345
  1,075                    1,075    New York St Hsg Fin
                                    Agy St Personal
                                    Income Tax Rev Econ
                                    Dev & Hsg Ser A       5.250   09/15/19    1,169,955                                  1,169,955
  2,300                    2,300    New York St Hsg Fin
                                    Agy St Personal
                                    Income Tax Rev Econ
                                    Dev & Hsg Ser A (b)   5.250   09/15/21    2,475,329                                  2,475,329
  3,000   1,000    3,000   7,000    New York St Loc Govt
                                    Assist Corp Ser E
                                    Rfdg                  6.000   04/01/14    3,563,790     1,187,930      3,563,790     8,315,510
          2,000    1,050   3,050    New York St Med Care
                                    Fac Fin Agy Rev
                                    Saint Peter's Hosp
                                    Proj Ser A
                                    (AMBAC Insd)          5.375   11/01/20                  2,024,380      1,062,800     3,087,180
                   4,000   4,000    New York St Mtg Agy
                                    Rev Homeowner Mtg
                                    Ser 71 (AMT)          5.400   04/01/29                                 4,107,400     4,107,400
  2,820            4,460   7,280    New York St Mtg Agy
                                    Rev Homeowner Mtg
                                    Ser 79 (AMT)          5.300   04/01/29    2,891,290                    4,572,749     7,464,039
                   1,990   1,990    New York St Mtg Agy
                                    Rev Ser 101(AMT)      5.400   04/01/32                                 2,052,088     2,052,088
                   1,535   1,535    New York St Ser C
                                    Rfdg                  5.000   04/15/17                                 1,670,095     1,670,095
  2,000   1,000    2,000   5,000    New York St Twy
                                    Auth Hwy & Brdg Tr
                                    Fd Ser A (FSA Insd)   5.250   04/01/19    2,182,580     1,091,290      2,182,580     5,456,450
  2,750                    2,750    New York St Twy Auth
                                    Hwy & Brdg Tr Fd Ser
                                    B (FGIC Insd)         5.000   04/01/16    2,986,638                                  2,986,638
          1,000            1,000    New York St Twy Auth
                                    Second Ser A
                                    (MBIA Insd)           5.000   04/01/22                  1,069,320                    1,069,320
          2,000            2,000    New York St Twy Auth
                                    Second Ser A
                                    (MBIA Insd)           5.000   04/01/23                  2,124,180                    2,124,180
  1,540     460            2,000    New York St Twy Auth
                                    Svc Contract Rev Loc
                                    Hwy & Brdg            5.500   04/01/16    1,738,675       519,345                    2,258,020
  5,000                    5,000    New York St Twy Auth
                                    Svc Contract Rev Loc
                                    Hwy & Brdg
                                    (Prerefunded @
                                    04/01/11)             5.250   04/01/14    5,657,300                                  5,657,300
                   3,000   3,000    New York St Twy Auth
                                    Svc Contract Rev Loc
                                    Hwy & Brdg
                                    (Prerefunded @
                                    04/01/11)             5.250   04/01/15                                 3,394,380     3,394,380
  3,460                    3,460    New York St Twy Auth
                                    Svc Contract Rev Loc
                                    Hwy & Brdg
                                    (Prerefunded @
                                    04/01/12)             5.500   04/01/16    3,998,030                                  3,998,030
          2,150    2,500   4,650    New York St Urban
                                    Dev Corp Rev
                                    Correctional Fac Ser
                                    A Rfdg                5.500   01/01/14                  2,407,376      2,799,275     5,206,651
  1,500                    1,500    New York St Urban
                                    Dev Corp Rev Personal
                                    Income Tax Ser C-1
                                    (FGIC Insd)           5.500   03/15/19    1,700,655                                  1,700,655
  2,000                    2,000    New York St Urban Dev
                                    Corp Rev Personal
                                    Income Tax St Fac Ser
                                    A                     5.375   03/15/19    2,186,800                                  2,186,800
                   1,625   1,625    New York St Urban Dev
                                    Corp Rev Proj Ctr for
                                    Indl Innovation Rfdg  5.500   01/01/13                                 1,852,321     1,852,321
  1,115   1,000            2,115    New York St Urban Dev
                                    Corp Rev Proj Pine
                                    Barrens               5.375   04/01/17    1,149,821     1,031,230                    2,181,051
          1,000            1,000    New York St Urban Dev
                                    Corp Rev St Fac Rfdg  5.500   04/01/07                  1,079,010                    1,079,010
                  19,280  19,280    New York St Urban Dev
                                    Corp Rev St Office
                                    South Mall Ser A        *     01/01/11                                13,971,830    13,971,830
          1,060            1,060    Niagara Falls, NY Wtr
                                    Treatment Plant (AMT)
                                    (MBIA Insd)           7.250   11/01/10                  1,282,430                    1,282,430
                   3,570   3,570    Niagara, NY Frontier
                                    Auth Arpt Buffalo
                                    Niagara Intl Arpt
                                    Ser A (AMT)
                                    (MBIA Insd)           5.625   04/01/29                                 3,771,848     3,771,848
          2,000    4,500   6,500    Port Auth NY & NJ
                                    Cons 97th Ser (AMT)
                                    (FGIC Insd)           6.650   01/15/23                  2,038,900      4,587,525     6,626,425
          2,500            2,500    Port Auth NY & NJ
                                    Spl Oblig Rev Spl
                                    Proj JFK Intl Arpt
                                    Terminal 6(AMT)
                                    (MBIA Insd)           5.750   12/01/25                  2,675,725                    2,675,725
                   1,600   1,600    Rensselaer, NY Hsg
                                    Auth Multi-Family
                                    Rev Mtg Renwyck Pl
                                    Ser A                 7.650   01/01/11                                 1,635,584     1,635,584
                   1,480   1,480    Rensselaer, NY Hsg
                                    Auth Multi-Family
                                    Rev Mtg Van
                                    Rensselaer Heights
                                    Ser A                 7.750   01/01/11                                 1,513,019     1,513,019
  1,000                    1,000    Rockland Cnty, NY
                                    Solid Waste Mgmt
                                    Auth Ser B (AMT)
                                    (AMBAC Insd)          5.125   12/15/28    1,032,320                                  1,032,320
  1,000   1,000    1,500   3,500    Sales Tax Asset
                                    Receivable Corp NY
                                    Ser A (MBIA Insd)
                                    (a)                   5.000   10/15/21    1,081,050     1,081,050      1,621,575     3,783,675
          1,250            1,250    Sodus, NY Ctr Sch
                                    Dist Rfdg
                                    (FGIC Insd) (b)       5.125   06/15/17                  1,365,213                    1,365,213
          1,000            1,000    Tobacco Settlement
                                    Fin Corp NY Ser C-1   5.500   06/01/22                  1,088,000                    1,088,000
  1,000                    1,000    Triborough Brdg &
                                    Tunl Auth NY Rev
                                    Gen Purp Ser A        5.250   01/01/17    1,092,530                                  1,092,530
  1,500            5,445   6,945    Triborough Brdg &
                                    Tunl Auth NY Rev
                                    Gen Purp Ser A        5.250   01/01/18    1,633,875                    5,930,966     7,564,841
  4,000   3,000    5,000  12,000    Triborough Brdg &
                                    Tunl Auth NY Rev
                                    Gen Purp Ser A        5.000   01/01/32    4,090,440     3,067,830      5,113,050    12,271,320
          1,600            1,600    Triborough Brdg &
                                    Tunl Auth NY Rev
                                    Gen Purp Ser B Rfdg   5.125   11/15/29                  1,660,816                    1,660,816
          2,000            2,000    Triborough Brdg &
                                    Tunl Auth NY Ser E
                                    Rfdg (MBIA Insd)      5.000   11/15/32                  2,056,620                    2,056,620
  1,500   1,000    2,000   4,500    Yonkers, NY Indl Dev
                                    Agy Civic Fac Rev
                                    Cmnty Dev Ppty
                                    Yonkers Inc Ser A     6.625   02/01/26    1,618,140     1,078,760      2,157,520     4,854,420
                   1,700   1,700    Yonkers, NY Ser A
                                    (FGIC Insd) (b)       5.750   10/01/14                                 1,955,153     1,955,153
                                                                  ----------------------------------------------------------------
                                                                            131,659,953   105,314,490    157,617,905   394,592,348
                                                                  ----------------------------------------------------------------
</TABLE>



<TABLE>
<CAPTION>
Puerto Rico  7.5%
<S>       <C>     <C>      <C>      <C>                   <C>     <C>         <C>           <C>            <C>          <C>
          3,000    5,000   8,000    Puerto Rico Comwlth
                                    Hwy & Trans Auth Hwy
                                    Rev Ser Y (FSA Insd)  6.250   07/01/21                  3,804,780      6,341,300    10,146,080
  5,000                    5,000    Puerto Rico Comwlth
                                    Pub Impt Ser A        5.250   07/01/20    5,409,350                                  5,409,350
  2,000   1,000    2,000   5,000    Puerto Rico Pub Bldg
                                    Auth Rev Govt Fac
                                    Ser I (Comwth Gtd)    5.250   07/01/33    2,095,660     1,047,830      2,095,660     5,239,150
                                                                              ----------------------------------------------------
                                                                              7,505,010     4,852,610      8,436,960    20,794,580
                                                                              ----------------------------------------------------
</TABLE>



<PAGE>


<TABLE>
<CAPTION>
U. S. Virgin Islands  1.9%
<S>      <C>      <C>     <C>   <C>                       <C>        <C>        <C>           <C>           <C>        <C>
          1,500           1,500 Virgin Islands Pub
                                Fin Auth Rev Gross
                                Rcpt Taxes Ln Nt Ser A    6.375     10/01/19                  1,737,270                   1,737,270
  2,000            1,000  3,000 Virgin Islands Pub
                                Fin Auth Rev Gross
                                Rcpt Taxes Ln Nt Ser A
                                (ACA Insd)                6.125     10/01/29    2,240,920                   1,120,460     3,361,380
                                                                                ---------------------------------------------------
                                                                                2,240,920     1,737,270     1,120,460     5,098,650
                                                                                ---------------------------------------------------

</TABLE>



<TABLE>
<S>                           <C>                                            <C>           <C>           <C>          <C>
Total Long-Term Investments   152.4%                                          141,405,883   111,904,370   167,175,325   420,485,578
      (Cost $386,790,602)...................................................

Total Short-Term Investments    1.5%                                            2,400,000             -     1,800,000     4,200,000
                                                                             ------------------------------------------------------

      (Cost $4,200,000).....................................................

Total Investments    153.9%                                                   143,805,883   111,904,370   168,975,325   424,685,578
      (Cost $390,990,602)...................................................

Liabilities in Excess of Other Assets (1.3%)                                   (2,186,961)      472,029    (1,935,289)   (3,650,221)

Preferred Shares (including accrued distributions) (52.6%)                    (45,046,604)  (40,006,619)  (60,011,179) (145,064,402)
                                                                             ------------------------------------------------------

Net Assets Applicable to Common Shares 100.0%                                $ 96,572,318  $ 72,369,780  $107,028,857 $ 275,970,955
                                                                             ------------------------------------------------------
</TABLE>



Percentages are calculated as a percentage of net assets applicable to common
 shares.
   *     Zero coupon bond
 (a)    Securities purchased on a when-issued or delayed delivery basis.
 (b)    The Trust owns 100% of the bond issuance.

 ACA -- American Capital Access Insurance Co.
 AMBAC -- AMBAC Indemnity Corp.
 AMT - Alternative Minimum Tax
 Comwth Gtd - Commonwealth of Puerto Rico
 Connie Lee -- Connie Lee Insurance Co.
 FGIC -- Financial Guaranty Insurance Co.
 FSA -- Financial Security Assurance Inc.
 MBIA -- Municipal Bond Investors Assurance Corp.
 XLCA - XL Capital Assurance Inc.



<PAGE>
              VAN KAMPEN NEW YORK QUALITY MUNICIPAL TRUST (VNM) -
        VAN KAMPEN TRUST FOR INVESTMENT GRADE NEW YORK MUNICIPALS (VTN)
                       PROFORMA PORTFOLIO OF INVESTMENTS
                          OCTOBER 31, 2004 (UNAUDITED)





<Table>
<Caption>
                                  VTN
    VNM            VTN          PROFORMA
PAR AMOUNT      PAR AMOUNT     PAR AMOUNT                                                       VNM           VTN      VTN-PROFORMA
   (000)          (000)          (000)     DESCRIPTION                 COUPON    MATURITY  MARKET VALUE  MARKET VALUE  MARKET VALUE
- ------------------------------------------------------------------------------------------------------------------------------------
MUNICIPAL BONDS  151.5%
  NEW YORK  142.1%
<S>             <C>            <C>         <C>                         <C>       <C>         <C>           <C>          <C>
                $    1,000     $    1,000  Amherst, NY Indl Dev Agy
                                           Civic Fac Rev UBF Fac
                                           Student Hsg Ser B (AMBAC
                                           Insd)                       5.750%    08/01/30                  $ 1,121,470  $ 1,121,470
$    1,000                          1,000  Amherst, NY Indl Dev Agy
                                           Rev Fac Student Hsg Ser A
                                           (AMBAC Insd)                5.750     08/01/25    $  1,133,530                 1,133,530
     1,250                          1,250  Erie Cnty, NY Indl Dev Agy
                                           Sch Fac Rev City of Buffalo
                                           Proj (FSA Insd)             5.750     05/01/19       1,438,687                 1,438,687
                     1,250          1,250  Erie Cnty, NY Indl Dev Agy
                                           Sch Fac Rev City of Buffalo
                                           Proj (FSA Insd)             5.750     05/01/23                    1,436,362    1,436,362
                     2,000          2,000  Erie Cnty, NY Pub Impt Ser
                                           A (FGIC Insd)               5.250     03/15/20                    2,189,060    2,189,060
     1,250                          1,250  Erie Cnty, NY Pub Impt Ser
                                           B (MBIA Insd)               5.250     04/01/18       1,396,062                 1,396,062
                     1,000          1,000  Erie Cnty, NY Pub Impt Ser
                                           C (AMBAC Insd)              5.500     07/01/29                    1,090,880    1,090,880
                     1,610          1,610  Grand Central NY Dist Mgt
                                           Assn Cap Impt Business Impt
                                           & Rfdg (b)                  5.000     01/01/16                    1,757,701    1,757,701
                     1,110          1,110  Islip, NY Res Recovery 1985
                                           Fac Ser E (AMT) (FSA Insd)
                                           (b)                         5.750     07/01/18                    1,244,954    1,244,954
                     3,020          3,020  Long Island Pwr Auth NY
                                           Elec Sys Rev Cap Apprec
                                           (FSA Insd)                    *       06/01/19                    1,633,971    1,633,971
     3,365                          3,365  Long Island Pwr Auth NY
                                           Elec Sys Rev Cap Apprec
                                           (FSA Insd)                    *       06/01/21       1,630,679                 1,630,679
     2,000                          2,000  Long Island Pwr Auth NY
                                           Elec Sys Rev Gen Ser C      5.500     09/01/19       2,194,080                 2,194,080
                     1,500          1,500  Long Island Pwr Auth NY
                                           Elec Sys Rev Gen Ser C      5.500     09/01/21                    1,632,840    1,632,840
     2,000           1,000          3,000  Metropolitan Trans Auth NY
                                           Rev Ser A Rfdg (AMBAC Insd) 5.500     11/15/19       2,276,360    1,138,180    3,414,540
     1,500           1,500          3,000  Metropolitan Trans Auth NY
                                           Svc Contract Ser A Rfdg     5.125     01/01/29       1,544,955    1,544,955    3,089,910
     1,000           1,000          2,000  Metropolitan Trans Auth NY
                                           Svc Contract Ser B (MBIA
                                           Insd)                       5.500     07/01/14       1,161,960    1,161,960    2,323,920
     1,215                          1,215  Monroe Cnty, NY Indl Dev
                                           Agy Rev Pub Impt Canal
                                           Ponds Park Ser A            7.000     06/15/13       1,222,144                 1,222,144
     1,125                          1,125  Nassau Cnty, NY Impt Ser
                                           E (FSA Insd)                6.000     03/01/20       1,293,592                 1,293,592
                     1,000          1,000  Nassau Cnty, NY Interim Fin
                                           Auth Sales Tax Secd Ser A
                                           (AMBAC Insd)                5.000     11/15/18                    1,091,510    1,091,510
     2,000           2,000          4,000  Nassau Cnty, NY Interim Fin
                                           Auth Sales Tax Secd Ser A
                                           (Prerefunded @ 11/15/10)    5.750     11/15/15       2,319,920    2,319,920    4,639,840
                       730            730  Nassau Cnty, NY Interim Fin
                                           Auth Sales Tax Secd Ser A1
                                           (AMBAC Insd)                5.375     11/15/15                      818,658      818,658
                     1,770          1,770  Nassau Cnty, NY Interim Fin
                                           Auth Sales Tax Secd Ser A1
                                           (Prerefunded @ 11/15/11)
                                           (AMBAC Insd)                5.375     11/15/15                    2,032,102    2,032,102
       820                            820  Nassau Cnty, NY Interim Fin
                                           Auth Sales Tax Secd Ser A-1
                                           (AMBAC Insd)                5.375     11/15/16         919,589                   919,589
     1,000           1,585          2,585  Nassau Cnty, NY Interim Fin
                                           Auth Sales Tax Secd Ser B
                                           Rfdg (AMBAC Insd)           5.000     11/15/17       1,097,120    1,738,935    2,836,055
       500                            500  Nassau Cnty, NY Swr & Storm
                                           Ser B (MBIA Insd)           5.000     10/01/20         540,390                   540,390
     1,370                          1,370  Nassau Cnty, NY Swr & Storm
                                           Ser B (MBIA Insd)           5.000     10/01/22       1,463,311                 1,463,311
     2,000                          2,000  New York City Fiscal 2003
                                           Ser I                       5.750     03/01/16       2,260,360                 2,260,360
                       935            935  New York City Hsg Dev Corp
                                           Multi-Family Hsg Rev Ser A
                                           (AMT)                       5.850     11/01/20                      999,132      999,132
                     1,000          1,000  New York City Indl Dev Agy
                                           Civic Fac Rev NY Inst of
                                           Technology Proj (MBIA Insd) 5.250     03/01/18                    1,103,880    1,103,880
     1,000           1,000          2,000  New York City Indl Dev Agy
                                           Fac Rev Royal Charter-NY
                                           Presbyterian (FSA Insd)     5.250     12/15/11       1,133,030    1,133,030    2,266,060
     2,000           2,000          4,000  New York City Indl Dev Agy
                                           Spl Fac Rev Terminal One
                                           Group Assn Proj (AMT)       6.000     01/01/15       2,045,060    2,045,060    4,090,120
     1,000           1,000          2,000  New York City Muni Wtr Fin
                                           Auth Wtr & Swr Sys Rev      5.500     06/15/33       1,079,880    1,079,880    2,159,760
     2,000                          2,000  New York City Muni Wtr Fin
                                           Auth Wtr & Swr Sys Rev Ser
                                           B (FSA Insd)                5.000     06/15/29       2,062,260                 2,062,260
                     3,900          3,900  New York City Muni Wtr Fin
                                           Auth Wtr & Swr Sys Rev Ser
                                           B (FSA Insd)                5.250     06/15/29                    4,090,086    4,090,086
     1,325           1,325          2,650  New York City Muni Wtr Fin
                                           Ser B                       6.000     06/15/33       1,542,234    1,542,234    3,084,468
     2,175           2,175          4,350  New York City Muni Wtr Fin
                                           Ser B (Prerefunded @
                                           06/15/10)                   6.000     06/15/33       2,556,060    2,556,060    5,112,120
     1,200                          1,200  New York City Ser G         5.250     08/01/16       1,295,388                 1,295,388
     2,000                          2,000  New York City Ser H (FGIC
                                           Insd)                       6.000     08/01/12       2,360,280                 2,360,280
                     1,250          1,250  New York City Ser K         5.625     08/01/13                    1,366,763    1,366,763
     1,750                          1,750  New York City Transitional
                                           Fin Auth Rev Future Tax
                                           Secd Ser B (MBIA Insd)      5.250     05/01/16       1,934,713                 1,934,713
                     1,500          1,500  New York City Transitional
                                           Fin Auth Rev Future Tax
                                           Secd Ser C (AMBAC Insd)     5.250     08/01/21                    1,627,515    1,627,515
     1,500           3,500          5,000  New York City Transitional
                                           Fin Auth Rev Future Tax
                                           Secd Ser D (MBIA Insd)      5.250     02/01/19       1,650,000    3,850,000    5,500,000
     1,000                          1,000  New York St Dorm Auth Lease
                                           Rev Court Fac Ser A         5.500     05/15/20       1,095,890                 1,095,890
                     1,330          1,330  New York St Dorm Auth Lease
                                           Rev Court Fac Ser A         5.375     05/15/22                    1,428,846    1,428,846
                     1,000          1,000  New York St Dorm Auth Lease
                                           Rev Master Boces Prog Ser A
                                           (FSA Insd)                  5.250     08/15/17                    1,108,780    1,108,780
                     2,250          2,250  New York St Dorm Auth Lease
                                           Rev Muni Hlth Fac Impt Pgm
                                           Ser 1 (FSA Insd)            5.500     01/15/13                    2,539,485    2,539,485
     2,000           1,040          3,040  New York St Dorm Auth Lease
                                           Rev St Univ Dorm Fac        5.375     07/01/16       2,205,720    1,146,974    3,352,694
     1,000                          1,000  New York St Dorm Auth Lease
                                           Rev St Univ Dorm Fac
                                           (Prerefunded @ 07/01/12)    5.375     07/01/20       1,150,920                 1,150,920
     1,000                          1,000  New York St Dorm Auth Lease
                                           Rev St Univ Dorm Fac
                                           (Prerefunded @ 07/01/12)    5.000     07/01/32       1,125,540                 1,125,540
                     2,200          2,200  New York St Dorm Auth Rev
                                           Catholic Hlth L.I. Oblig
                                           Grp (a)                     5.000     07/01/27                    2,190,980    2,190,980
     2,750                          2,750  New York St Dorm Auth Rev
                                           Catholic Hlth L.I. Oblig
                                           Grp (a)                     5.100     07/01/34       2,736,058                 2,736,058
     3,500                          3,500  New York St Dorm Auth Rev
                                           City Univ Cons Third Ser 1
                                           (FGIC Insd)                 5.250     07/01/25       3,726,205                 3,726,205
     1,625                          1,625  New York St Dorm Auth Rev
                                           City Univ Sys Cons Ser A    5.625     07/01/16       1,896,538                 1,896,538
     2,500                          2,500  New York St Dorm Auth Rev
                                           City Univ Sys Third Gen Res
                                           Ser 2 (Prerefunded @
                                           07/01/06)                   6.000     07/01/20       2,720,875                 2,720,875
                     2,500          2,500  New York St Dorm Auth Rev
                                           Grace Manor Hlthcare Fac    6.150     07/01/18                    2,695,825    2,695,825
     1,000           1,000          2,000  New York St Dorm Auth Rev
                                           Hosp (MBIA Insd)            5.000     08/01/33       1,033,070    1,033,070    2,066,140
     1,000           1,340          2,340  New York St Dorm Auth Rev
                                           Insd Brooklyn Law Sch Ser B
                                           (XLCA Insd)                 5.375     07/01/23       1,092,590    1,464,071    2,556,661
     1,500           1,000          2,500  New York St Dorm Auth Rev
                                           Mem Sloan-Kettering Ctr Ser
                                           1 (MBIA Insd)               5.000     07/01/20       1,608,360    1,072,240    2,680,600
     5,875                          5,875  New York St Dorm Auth Rev
                                           Mental Hlth Fac Impt Ser B
                                           (b)                         5.250     02/15/22       6,305,520                 6,305,520

</Table>



<PAGE>

<TABLE>
<S>       <C>          <C>            <C>    <C>
                        2,340         2,340  New York St Dorm
                                             Auth Rev Mental
                                             Hlth Svc
                                             Fac Impt Ser D
                                             (FSA Insd) (b)          5.750     08/15/12                     2,639,731      2,639,731
                        1,210         1,210  New York St Dorm
                                             Auth Rev Mental
                                             Hlth Svc
                                             Ser B (MBIA Insd)       5.250     08/15/31                     1,260,021      1,260,021
          1,000                       1,000  New York St Dorm
                                             Auth Rev Sch Dist
                                             Fin Pgm Ser C
                                             (MBIA Insd)             5.375     10/01/15      1,122,470                     1,122,470
                        1,000         1,000  New York St Dorm
                                             Auth Rev Sch Dist
                                             Fin Pgm Ser I
                                             (MBIA Insd)             5.750     10/01/18                     1,158,220      1,158,220
          1,000         1,000         2,000  New York St Dorm
                                             Auth Rev Second Hosp
                                             North Gen Hosp Rfdg     5.750     02/15/18      1,123,560      1,123,560      2,247,120
          1,370                       1,370  New York St Dorm
                                             Auth Rev St Personal
                                             Income Tax Ed Ser A     5.375     03/15/20      1,505,466                     1,505,466
                        1,000         1,000  New York St Dorm
                                             Auth Rev St Personal
                                             Income Tax Ed Ser A     5.000     03/15/32                     1,022,260      1,022,260
          1,500                       1,500  New York St Dorm
                                             Auth Rev St Univ
                                             Ed Fac (Prerefunded
                                             @ 05/15/06)             5.750     05/15/10      1,619,640                     1,619,640
                        1,000         1,000  New York St Dorm
                                             Auth Rev St Univ
                                             Ed Fac 1989 Res
                                             (MBIA Insd)             6.000     05/15/15                     1,158,700      1,158,700
          2,000                       2,000  New York St Dorm
                                             Auth Rev St Univ
                                             Ed Fac 1989 Res
                                             (MBIA Insd)             6.000     05/15/16      2,317,400                     2,317,400
          2,600         1,000         3,600  New York St Dorm
                                             Auth Rev St Univ
                                             Ed Fac Ser A
                                             (MBIA Insd)             5.250     05/15/15      2,969,928      1,142,280      4,112,208
                        5,010         5,010  New York St Dorm
                                             Auth Rev St Univ
                                             Ed Fac Ser B Rfdg       5.250     05/15/19                     5,674,677      5,674,677
                        1,365         1,365  New York St Energy
                                             Resh & Dev Auth
                                             Gas Fac
                                             Rev Brooklyn Union
                                             Gas Ser B (AMT)
                                             (MBIA Insd)             6.750     02/01/24                     1,383,987      1,383,987
          3,000         4,000         7,000  New York St Energy
                                             Resh & Dev Auth
                                             Gas Fac
                                             Rev Brooklyn Union
                                             Gas Ser C (AMT)
                                             (MBIA Insd)             5.600     06/01/25      3,051,690      4,068,920      7,120,610
            300                         300  New York St
                                             Environmental Fac
                                             Corp Pollutn
                                             Ctl Rev St Wtr
                                             Revolving Fd
                                             Ser A (Escrowed
                                             to Maturity)            5.750     06/15/12        353,112                       353,112
          1,290                       1,290  New York St
                                             Environmental Fac
                                             Corp Pollutn
                                             Ctl Rev St Wtr
                                             Revolving Fd Ser E      6.600     06/15/09      1,314,329                     1,314,329
             95                          95  New York St
                                             Environmental Fac
                                             Corp Pollutn
                                             Ctl Rev St Wtr
                                             Ser 02                  5.750     06/15/12        111,207                       111,207
            500                         500  New York St
                                             Environmental Fac
                                             Corp Pollutn
                                             Ctl Rev St Wtr
                                             Ser 02 (Escrowed
                                             to Maturity)            5.750     06/15/12        588,520                       588,520
          2,000                       2,000  New York St
                                             Environmental Fac
                                             Corp Solid
                                             Waste Disp Rev
                                             Occidental
                                             Petroleum Corp
                                             Proj (AMT)              6.100     11/01/30      2,065,100                     2,065,100
                        1,640         1,640  New York St
                                             Environmental Fac
                                             Corp St
                                             Clean Wtr &
                                             Drinking Revolving
                                             Fd Pooled
                                             Fin Pgm I               5.250     09/15/19                     1,803,442      1,803,442
          1,565                       1,565  New York St
                                             Environmental Fac
                                             Corp St
                                             Clean Wtr &
                                             Drinking Revolving
                                             Fd Ser B                5.000     06/15/20      1,677,038                     1,677,038
                        2,000         2,000  New York St
                                             Environmental Fac
                                             Corp St
                                             Clean Wtr &
                                             Drinking Revolving
                                             Fd Ser B                5.000     06/15/21                     2,133,660      2,133,660
                        3,500         3,500  New York St Hsg
                                             Fin Agy Rev
                                             Multi-Family
                                             Hsg Secd Mtg Pgm
                                             Ser A (AMT)             7.050     08/15/24                     3,505,530      3,505,530
          1,340                       1,340  New York St Hsg
                                             Fin Agy Rev
                                             Newburgh
                                             Interfaith Hsg
                                             Ser A                   7.050     11/01/12      1,342,345                     1,342,345
          1,075                       1,075  New York St Hsg
                                             Fin Agy St Personal
                                             Income Tax Rev Econ
                                             Dev & Hsg Ser A         5.250     09/15/19      1,169,955                     1,169,955
          2,300                       2,300  New York St Hsg
                                             Fin Agy St Personal
                                             Income Tax Rev Econ
                                             Dev & Hsg Ser A (b)     5.250     09/15/21      2,475,329                     2,475,329
          3,000         3,000         6,000  New York St Loc
                                             Govt Assist Corp
                                             Ser E Rfdg              6.000     04/01/14      3,563,790      3,563,790      7,127,580
                        1,050         1,050  New York St Med
                                             Care Fac Fin Agy
                                             Rev Saint Peter's
                                             Hosp Proj Ser A
                                             (AMBAC Insd)            5.375     11/01/20                     1,062,800      1,062,800
                        4,000         4,000  New York St Mtg
                                             Agy Rev Homeowner
                                             Mtg Ser 71 (AMT)        5.400     04/01/29                     4,107,400      4,107,400
          2,820         4,460         7,280  New York St Mtg
                                             Agy Rev Homeowner
                                             Mtg Ser 79 (AMT)        5.300     04/01/29      2,891,290      4,572,749      7,464,039
                        1,990         1,990  New York St Mtg
                                             Agy Rev Ser 101
                                             (AMT)                   5.400     04/01/32                     2,052,088      2,052,088
                        1,535         1,535  New York St
                                             Ser C Rfdg              5.000     04/15/17                     1,670,095      1,670,095
          2,000         2,000         4,000  New York St Twy
                                             Auth Hwy & Brdg
                                             Tr Fd Ser
                                             A (FSA Insd)            5.250     04/01/19      2,182,580      2,182,580      4,365,160
          2,750                       2,750  New York St Twy
                                             Auth Hwy & Brdg
                                             Tr Fd Ser
                                             B (FGIC Insd)           5.000     04/01/16      2,986,638                     2,986,638
          1,540                       1,540  New York St Twy
                                             Auth Svc Contract
                                             Rev Loc
                                             Hwy & Brdg              5.500     04/01/16      1,738,675                     1,738,675
          5,000                       5,000  New York St Twy
                                             Auth Svc Contract
                                             Rev Loc Hwy & Brdg
                                             (Prerefunded @
                                             04/01/11)               5.250     04/01/14      5,657,300                     5,657,300
                        3,000         3,000  New York St Twy
                                             Auth Svc Contract
                                             Rev Loc Hwy & Brdg
                                             (Prerefunded @
                                             04/01/11)               5.250     04/01/15                     3,394,380      3,394,380
          3,460                       3,460  New York St Twy
                                             Auth Svc Contract
                                             Rev Loc Hwy & Brdg
                                             (Prerefunded @
                                             04/01/12)               5.500     04/01/16      3,998,030                     3,998,030
                        2,500         2,500  New York St Urban
                                             Dev Corp Rev
                                             Correctional Fac
                                             Ser A Rfdg              5.500     01/01/14                     2,799,275      2,799,275
          1,500                       1,500  New York St Urban
                                             Dev Corp Rev
                                             Personal
                                             Income Tax
                                             Ser C-1 (FGIC
                                             Insd)                   5.500     03/15/19      1,700,655                     1,700,655
          2,000                       2,000  New York St Urban
                                             Dev Corp Rev
                                             Personal Income
                                             Tax St Fac Ser A        5.375     03/15/19      2,186,800                     2,186,800
                        1,625         1,625  New York St Urban
                                             Dev Corp Rev Proj
                                             Ctr for Indl
                                             Innovation Rfdg         5.500     01/01/13                     1,852,321      1,852,321
          1,115                       1,115  New York St Urban
                                             Dev Corp Rev Proj
                                             Pine Barrens            5.375     04/01/17      1,149,821                     1,149,821
                       19,280        19,280  New York St Urban
                                             Dev Corp Rev St
                                             Office South
                                             Mall Ser A                *       01/01/11                    13,971,830     13,971,830
                        3,570         3,570  Niagara, NY
                                             Frontier Auth
                                             Arpt Buffalo
                                             Niagara Intl
                                             Arpt Ser A (AMT)
                                            (MBIA Insd)              5.625     04/01/29                     3,771,848      3,771,848
                        4,500         4,500  Port Auth NY & NJ
                                             Cons 97th Ser
                                             (AMT) (FGIC
                                             Insd)                   6.650     01/15/23                     4,587,525      4,587,525
                        1,600         1,600  Rensselaer, NY
                                             Hsg Auth Multi-
                                             Family Rev
                                             Mtg Renwyck Pl
                                             Ser A                   7.650     01/01/11                     1,635,584      1,635,584
                        1,480         1,480  Rensselaer, NY
                                             Hsg Auth Multi-
                                             Family Rev Mtg
                                             Van Rensselaer
                                             Heights Ser A           7.750     01/01/11                     1,513,019      1,513,019
          1,000                       1,000  Rockland Cnty,
                                             NY Solid Waste
                                             Mgmt Auth
                                             Ser B (AMT)
                                             (AMBAC Insd)            5.125     12/15/28      1,032,320                     1,032,320
          1,000         1,500         2,500  Sales Tax Asset
                                             Receivable Corp
                                             NY Ser A (MBIA
                                             Insd) (a)               5.000     10/15/21      1,081,050      1,621,575      2,702,625
          1,000                       1,000  Triborough Brdg
                                             & Tunl Auth NY
                                             Rev Gen
                                             Purp Ser A              5.250     01/01/17      1,092,530                     1,092,530
          1,500         5,445         6,945  Triborough Brdg
                                             & Tunl Auth NY
                                             Rev Gen
                                             Purp Ser A              5.250     01/01/18      1,633,875      5,930,966      7,564,841
          4,000         5,000         9,000  Triborough Brdg
                                             & Tunl Auth NY
                                             Rev Gen
                                             Purp Ser A              5.000     01/01/32      4,090,440      5,113,050      9,203,490
          1,500         2,000         3,500  Yonkers, NY
                                             Indl Dev Agy
                                             Civic Fac Rev
                                             Cmnty Dev Ppty
                                             Yonkers Inc Ser A       6.625     02/01/26      1,618,140      2,157,520      3,775,660
                        1,700         1,700  Yonkers, NY Ser A
                                             (FGIC Insd) (b)         5.750     10/01/14                     1,955,153      1,955,153
                                                                                         -------------------------------------------
                                                                                           131,659,953    157,617,905    289,277,858
                                                                                         -------------------------------------------
</TABLE>



<PAGE>

<TABLE>
<S>         <C>           <C>          <C>    <C>                               <C>    <C>        <C>         <C>         <C>

PUERTO RICO  7.8%
                     5,000    5,000  Puerto Rico Comwlth Hwy & Trans Auth Hwy
                                     Rev Ser Y (FSA Insd)                        6.250  07/01/21               6,341,300   6,341,300
   5,000                      5,000  Puerto Rico Comwlth Pub Impt Ser A          5.250  07/01/20   5,409,350               5,409,350
   2,000             2,000    4,000  Puerto Rico Pub Bldg Auth Rev Govt Fac Ser
                                     I (Comwth Gtd)                              5.250  07/01/33   2,095,660   2,095,660   4,191,320
                                                                                                 -----------------------------------
                                                                                                   7,505,010   8,436,960  15,941,970
                                                                                                 -----------------------------------
U. S. VIRGIN ISLANDS  1.6%
   2,000             1,000    3,000  Virgin Islands Pub Fin Auth Rev Gross Rcpt
                                     Taxes Ln Nt Ser A (ACA Insd)                6.125  10/01/29   2,240,920   1,120,460   3,361,380
                                                                                                 -----------------------------------
                                                                                                   2,240,920   1,120,460   3,361,380
                                                                                                 -----------------------------------

<CAPTION>





<S>                                                  <C>       <C>         <C>              <C>                     <C>
TOTAL LONG-TERM INVESTMENTS   151.5%
      (Cost $283,804,528).......................................             141,405,883        167,175,325       308,581,208

TOTAL SHORT-TERM INVESTMENTS    2.1%
      (Cost $4,200,000).........................................               2,400,000          1,800,000         4,200,000
                                                                         -----------------------------------------------------

TOTAL INVESTMENTS    153.6%
      (Cost $288,004,528).......................................             143,805,883        168,975,325       312,781,208

LIABILITIES IN EXCESS OF OTHER ASSETS (2.0%)                                  (2,186,961)        (1,935,289)       (4,122,250)

PREFERRED SHARES (INCLUDING ACCRUED DISTRIBUTIONS) (51.6%)                   (45,046,604)       (60,011,179)     (105,057,783)
                                                                         -----------------------------------------------------
NET ASSETS APPLICABLE TO COMMON SHARES 100.0%                              $  96,572,318     $  107,028,857    $  203,601,175
                                                                         -----------------------------------------------------

</TABLE>


Percentages are calculated as a percentage of net assets applicable to common
shares.

* Zero coupon bond
(a) Securities purchased on a when-issued or delayed delivery basis.
(b) The Trust owns 100% of the bond issuance.

ACA -- American Capital Access Insurance Co.
AMBAC -- AMBAC Indemnity Corp.
AMT - Alternative Minimum Tax
Comwth Gtd - Commonwealth of Puerto Rico
FGIC -- Financial Guaranty Insurance Co.
FSA -- Financial Security Assurance Inc.
MBIA -- Municipal Bond Investors Assurance Corp.
XLCA - XL Capital Assurance Inc.



<PAGE>

            VAN KAMPEN NEW YORK VALUE MUNICIPAL INCOME TRUST (VNV) -
        VAN KAMPEN TRUST FOR INVESTMENT GRADE NEW YORK MUNICIPALS (VTN)
                       PROFORMA PORTFOLIO OF INVESTMENTS
                          OCTOBER 31, 2004 (UNAUDITED)



<TABLE>
<CAPTION>


                                        VTN
         VNV               VTN        PROFORMA
     PAR AMOUNT        PAR AMOUNT    PAR AMOUNT                                                VNV           VTN       VTN-PROFORMA
        (000)             (000)        (000)     DESCRIPTION          COUPON   MATURITY   MARKET VALUE  MARKET VALUE   MARKET VALUE
- ------------------------------------------------------------------------------------------------------------------------------------
<S>  <C>               <C>           <C>         <C>                  <C>      <C>        <C>           <C>            <C>
MUNICIPAL BONDS 155.6%
NEW YORK 146.6%
                       $   1,000     $    1,000 Amherst, NY Indl
                                                Dev Agy Civic Fac
                                                Rev UBF Fac
                                                Student Hsg Ser B
                                                (AMBAC Insd)         5.750%   08/01/30   $                  1,121,470 $  1,121,470
      $ 1,500                             1,500 Erie Cnty, NY
                                                Indl Dev Agy Sch
                                                Fac Rev City of
                                                Buffalo Proj (FSA
                                                Insd)                5.750    05/01/20     $  1,726,425                  1,726,425
                           1,250          1,250 Erie Cnty, NY
                                                Indl Dev Agy Sch
                                                Fac Rev City of
                                                Buffalo Proj (FSA
                                                Insd)                5.750    05/01/23                     1,436,362     1,436,362
                           2,000         2,000  Erie Cnty, NY Pub
                                                Impt Ser A (FGIC
                                                Insd)                5.250    03/15/20                     2,189,060     2,189,060
                           1,000         1,000  Erie Cnty, NY Pub
                                                Impt Ser C (AMBAC
                                                Insd)                5.500    07/01/29                     1,090,880     1,090,880
                           1,610         1,610  Grand Central NY
                                                Dist Mgt Assn Cap
                                                Impt Business Impt
                                                & Rfdg (b)           5.000    01/01/16                     1,757,701     1,757,701
                           1,110         1,110  Islip, NY Res
                                                Recovery 1985 Fac
                                                Ser E (AMT) (FSA
                                                Insd) (b)            5.750    07/01/18                     1,244,954     1,244,954
        2,000                            2,000  Islip, NY Res
                                                Recovery Agy Rev
                                                1985 Fac Ser B
                                                (AMT) (AMBAC Insd)   7.250    07/01/11        2,451,380                  2,451,380
        1,100                            1,100  Islip, NY Res
                                                Recovery Agy Rev
                                                1985 Fac Ser E
                                                (AMT) (FSA Insd)     5.750    07/01/20        1,220,802                  1,220,802
                           3,020         3,020  Long Island Pwr
                                                Auth NY Elec Sys
                                                Rev Cap Apprec
                                                (FSA Insd)             *      06/01/19                     1,633,971     1,633,971
        2,000                            2,000  Long Island Pwr
                                                Auth NY Elec Sys
                                                Rev Gen Ser C        5.500    09/01/19        2,194,080                  2,194,080
                           1,500         1,500  Long Island Pwr
                                                Auth NY Elec Sys
                                                Rev Gen Ser C        5.500    09/01/21                     1,632,840     1,632,840
        1,000              1,000         2,000  Metropolitan
                                                Trans Auth NY Rev
                                                Ser A Rfdg (AMBAC
                                                Insd)                5.500    11/15/19        1,138,180    1,138,180     2,276,360
        1,000              1,500         2,500  Metropolitan Trans
                                                Auth NY Svc
                                                Contract Ser A Rfdg  5.125    01/01/29        1,029,970    1,544,955     2,574,925
        1,000              1,000         2,000  Metropolitan Trans
                                                Auth NY Svc
                                                Contract Ser B
                                                (MBIA Insd)          5.500    07/01/14        1,161,960    1,161,960     2,323,920
        1,115                            1,115  Monroe Woodbury,
                                                NY Cent Sch Ser
                                                A Rfdg (FGIC Insd)   5.000    05/15/19        1,219,855                  1,219,855
        1,500              1,000         2,500  Nassau Cnty, NY
                                                Interim Fin Auth
                                                Sales Tax Secd Ser
                                                A (AMBAC Insd)       5.000    11/15/18        1,637,265    1,091,510     2,728,775
                           2,000         2,000  Nassau Cnty, NY
                                                Interim Fin Auth
                                                Sales Tax Secd Ser
                                                A (Prerefunded @
                                                11/15/10)            5.750    11/15/15                     2,319,920     2,319,920
                             730           730  Nassau Cnty, NY
                                                Interim Fin Auth
                                                Sales Tax Secd Ser
                                                A1 (AMBAC Insd)      5.375    11/15/15                       818,658       818,658
                           1,770         1,770  Nassau Cnty, NY
                                                Interim Fin Auth
                                                Sales Tax Secd Ser
                                                A1 (Prerefunded @
                                                11/15/11) (AMBAC
                                                Insd)                5.375    11/15/15                     2,032,102     2,032,102
          295                              295  Nassau Cnty, NY
                                                Interim Fin Auth
                                                Sales Tax Secd
                                                Ser A-1 (AMBAC
                                                Insd)                5.375    11/15/16          330,828                    330,828
                           1,585         1,585  Nassau Cnty, NY
                                                Interim Fin Auth
                                                Sales Tax Secd
                                                Ser B Rfdg (AMBAC
                                                Insd)                5.000    11/15/17                     1,738,935     1,738,935
        1,000                            1,000  Nassau Cnty, NY
                                                Swr & Storm Wtr
                                                Fin Auth Sys Rev
                                                Ser B (MBIA Insd)    5.000    10/01/21        1,074,840                  1,074,840
                             935           935  New York City Hsg
                                                Dev Corp Multi-
                                                Family Hsg Rev Ser
                                                A (AMT)              5.850    11/01/20                       999,132       999,132
        1,000                            1,000  New York City Hsg
                                                Dev Corp Multi-
                                                Family Hsg Rev
                                                Ser A (AMT)          5.950    11/01/32        1,049,480                  1,049,480
        1,900                            1,900  New York City
                                                Indl Dev Agy
                                                Brooklyn Navy
                                                Yard (AMT)           5.650    10/01/28        1,790,522                  1,790,522
        1,355                            1,355  New York City
                                                Indl Dev Agy
                                                Civic Fac Rev
                                                Nightingale
                                                Bamford Sch
                                                Rfdg (AMBAC
                                                Insd) (b)            5.250    01/15/19        1,489,890                  1,489,890
                           1,000         1,000  New York City
                                                Indl Dev Agy
                                                Civic Fac Rev
                                                NY Inst of
                                                Technology Proj
                                                (MBIA Insd)          5.250    03/01/18                     1,103,880     1,103,880
                           1,000         1,000  New York City
                                                Indl Dev Agy
                                                Fac Rev Royal
                                                Charter-NY
                                                Presbyterian (FSA
                                                Insd)                5.250    12/15/11                     1,133,030     1,133,030
        2,000              2,000         4,000  New York City Indl
                                                Dev Agy Spl Fac
                                                Rev Terminal One
                                                Group Assn Proj
                                                (AMT)                6.000    01/01/15        2,045,060    2,045,060     4,090,120
        1,230                            1,230  New York City Indl
                                                Dev Civic YMCA Gtr
                                                NY Proj              5.850    08/01/08        1,333,763                  1,333,763
        1,500                            1,500  New York City Indl
                                                Dev Civic YMCA Gtr
                                                NY Proj              5.800    08/01/16        1,609,635                  1,609,635
        1,000              1,000         2,000  New York City
                                                Muni  Wtr Fin
                                                Auth Wtr & Swr
                                                Sys Rev              5.500    06/15/33        1,079,880    1,079,880     2,159,760
                           3,900         3,900  New York City
                                                Muni Wtr Fin
                                                Auth Wtr & Swr
                                                Sys Rev Ser B
                                                (FSA Insd)           5.250    06/15/29                     4,090,086     4,090,086
        3,000                            3,000  New York City
                                                Muni Wtr Fin
                                                Auth Wtr & Swr
                                                Sys Ser B (FGIC
                                                Insd)                5.250    06/15/29        3,146,220                  3,146,220
                           1,325         1,325  New York City
                                                Muni Wtr Fin
                                                Ser B                6.000    06/15/33                     1,542,234     1,542,234
                           2,175         2,175  New York City
                                                Muni Wtr Fin
                                                Ser B (Prerefunded
                                                @ 06/15/10)          6.000    06/15/33                     2,556,060     2,556,060
        1,500                            1,500  New York City Ser
                                                E Rfdg (MBIA Insd)   6.200    08/01/08        1,702,605                  1,702,605
        1,000                            1,000  New York City Ser
                                                H (FGIC Insd)        6.000    08/01/12        1,180,140                  1,180,140
                           1,250         1,250  New York City Ser
                                                K                    5.625    08/01/13                     1,366,763     1,366,763
           60                               60  New York City
                                                Transitional Fin
                                                Auth Rev Future
                                                Tax Secd Ser A       5.000    08/15/27           61,005                     61,005
        1,750                            1,750  New York City
                                                Transitional Fin
                                                Auth Rev Future
                                                Tax Secd Ser B
                                                (MBIA Insd)          5.250    05/01/16        1,934,712                  1,934,712
        1,000              1,500         2,500  New York City
                                                Transitional Fin
                                                Auth Rev Future
                                                Tax Secd Ser C
                                                (AMBAC Insd)         .250    08/01/21        1,085,010    1,627,515     2,712,525
        1,000              3,500         4,500  New York City
                                                Transitional Fin
                                                Auth Rev Future
                                                Tax Secd Ser D
                                                (MBIA Insd)          5.250    02/01/19        1,100,000    3,850,000     4,950,000
        1,000              1,330         2,330  New York St Dorm
                                                Auth Lease Rev
                                                Court Fac Ser A      5.375    05/15/22        1,074,320    1,428,846     2,503,166
          745                              745  New York St Dorm
                                                Auth Lease Rev
                                                Master Boces Pgm
                                                (FSA Insd)           5.250    08/15/21          812,564                    812,564
          500                              500  New York St Dorm
                                                Auth Lease Rev
                                                Master Boces Pgm
                                                (FSA Insd)           5.250    08/15/23          539,575                    539,575
        2,150                            2,150  New York St Dorm
                                                Auth Lease Rev
                                                Master Boces Pgm
                                                Ser A (FSA Insd)
                                                (b)                  5.250    08/15/16        2,383,877                  2,383,877
                           1,000         1,000  New York St Dorm
                                                Auth Lease Rev
                                                Master Boces Prog
                                                Ser A (FSA Insd)     5.250    08/15/17                     1,108,780     1,108,780
                           2,250         2,250  New York St Dorm
                                                Auth Lease Rev
                                                Muni Hlth Fac
                                                Impt Pgm Ser 1
                                                (FSA Insd)           5.500    01/15/13                     2,539,485     2,539,485
        1,000              1,040         2,040  New York St Dorm
                                                Auth Lease Rev St
                                                Univ Dorm Fac        5.375    07/01/16        1,102,860    1,146,974     2,249,834
          820                              820  New York St Dorm
                                                Auth Lease Univ
                                                Dorm Fac Ser B       5.125    07/01/28          846,060                    846,060
        2,055                            2,055  New York St Dorm
                                                Auth Lease Univ
                                                Dorm Fac Ser B
                                                (Prerefunded @
                                                 7/01/09)            5.125    07/01/28        2,309,224                  2,309,224

</TABLE>


<PAGE>

<TABLE>
<S>     <C>             <C>              <C>    <C>                      <C>       <C>       <C>           <C>           <C>
                         2,200           2,200  New York St Dorm
                                                Auth Rev Catholic Hlth
                                                L.I. Oblig Grp (a)       5.000     07/01/27                 2,190,980     2,190,980
         1,500                           1,500  New York St Dorm Auth
                                                Rev City Univ Sys
                                                Cons Ser A               5.625     07/01/16   1,750,650                   1,750,650
         2,500                           2,500  New York St Dorm Auth
                                                Rev Cons City Univ
                                                Sys Second Gen Ser A     5.750     07/01/13   2,881,900                   2,881,900
         1,670                           1,670  New York St Dorm Auth
                                                Rev Dept Education (b)   5.250     07/01/19   1,826,863                   1,826,863
                         2,500           2,500  New York St Dorm Auth
                                                Rev Grace Manor
                                                Hlthcare Fac             6.150     07/01/18                 2,695,825     2,695,825
         1,800           1,000           2,800  New York St Dorm Auth
                                                Rev Hosp (MBIA Insd)     5.000     08/01/33   1,859,526     1,033,070     2,892,596
                         1,340           1,340  New York St Dorm Auth
                                                Rev Insd Brooklyn
                                                Law Sch Ser B
                                                (XLCA Insd)              5.375     07/01/23                 1,464,071     1,464,071
         1,425                           1,425  New York St Dorm Auth
                                                Rev Insd John T Mather
                                                Mem Hosp Rfdg (Connie
                                                Lee Insd) (b)            6.500     07/01/08   1,623,474                   1,623,474
         1,000                           1,000  New York St Dorm Auth
                                                Rev Insd John T Mather
                                                Mem Hosp Rfdg (Connie
                                                Lee Insd)                6.500     07/01/10   1,179,260                   1,179,260
         1,720                           1,720  New York St Dorm Auth
                                                Rev Insd John T Mather
                                                Mem Hosp Rfdg (Connie
                                                Lee Insd) (b)            6.500     07/01/11   2,053,353                   2,053,353
         1,000           1,000           2,000  New York St Dorm Auth
                                                Rev Mem Sloan-Kettering
                                                Ctr Ser 1 (MBIA Insd)    5.000     07/01/20   1,072,240     1,072,240     2,144,480
                         2,340           2,340  New York St Dorm Auth
                                                Rev Mental Hlth Svc
                                                Fac Impt Ser D
                                                (FSA Insd) (b)           5.750     08/15/12                 2,639,731     2,639,731
         1,000                           1,000  New York St Dorm Auth
                                                Rev Mental Hlth Svc
                                                Ser A                    6.000     02/15/07   1,083,710                   1,083,710
         1,215           1,210           2,425  New York St Dorm Auth
                                                Rev Mental Hlth
                                                Svc Ser B (MBIA Insd)    5.250     08/15/31   1,265,228     1,260,021     2,525,249
         1,500                           1,500  New York St Dorm Auth
                                                Rev Sch Dist Fin
                                                Pgm Ser D (MBIA Insd)    5.500     10/01/17   1,711,530                   1,711,530
                         1,000           1,000  New York St Dorm Auth
                                                Rev Sch Dist Fin
                                                Pgm Ser I (MBIA Insd)    5.750     10/01/18                 1,158,220     1,158,220
         2,515                           2,515  New York St Dorm Auth
                                                Rev Second Hosp
                                                Interfaith Med Cent
                                                Ser D (FSA Insd)         5.750     02/15/08   2,776,032                   2,776,032
         1,000           1,000           2,000  New York St Dorm Auth
                                                Rev Second Hosp
                                                North Gen Hosp Rfdg      5.750     02/15/18   1,123,560     1,123,560     2,247,120
         1,250           1,000           2,250  New York St Dorm Auth
                                                Rev St Personal
                                                Income Tax Ed Ser A      5.000     03/15/32   1,277,825     1,022,260     2,300,085
                         1,000           1,000  New York St Dorm Auth
                                                Rev St Univ Ed Fac
                                                1989 Res (MBIA Insd)     6.000     05/15/15                 1,158,700     1,158,700
                         1,000           1,000  New York St Dorm Auth
                                                Rev St Univ Ed Fac
                                                Ser A (MBIA Insd)        5.250     05/15/15                 1,142,280     1,142,280
                         5,010           5,010  New York St Dorm Auth
                                                Rev St Univ Ed Fac
                                                Ser B Rfdg               5.250     05/15/19                 5,674,677     5,674,677
                                         1,365  New York St Energy
                                                Resh & Dev Auth Gas
                         1,365                  Fac Rev Brooklyn Union
                                                Gas Ser B (AMT)
                                                (MBIA Insd)              6.750     02/01/24                 1,383,987     1,383,987
         3,000                           7,000  New York St Energy
                                                Resh & Dev Auth Gas
                         4,000                  Fac Rev Brooklyn Union
                                                Gas Ser C (AMT)
                                                (MBIA Insd)              5.600     06/01/25   3,051,690     4,068,920     7,120,610
         1,000                           1,000  New York St Energy
                                                Resh & Dev Auth St
                                                Svc Contract Rev         6.000     04/01/07   1,087,280                   1,087,280
         1,000                           1,000  New York St
                                                Environmental
                                                Fac Corp St Clean Wtr
                                                & Drinking Revolving
                                                Fd Muni Wtr Proj Ser B   5.250     06/15/20   1,090,700                   1,090,700
                                         1,640  New York St
                                                Environmental
                                                Fac Corp St
                         1,640                  Clean Wtr & Drinking
                                                Revolving Fd Pooled
                                                Fin Pgm I                5.250     09/15/19                 1,803,442     1,803,442
         1,695           2,000           3,695  New York St
                                                Environmental
                                                Fac Corp St
                                                Clean Wtr & Drinking
                                                Revolving Fd Ser B       5.000     06/15/21   1,808,277     2,133,660     3,941,937
                         3,500           3,500  New York St Hsg Fin
                                                Agy Rev Multi-Family
                                                Hsg Secd Mtg Pgm Ser
                                                A (AMT)                  7.050     08/15/24                 3,505,530     3,505,530
         1,000           3,000           4,000  New York St Loc
                                                Govt Assist Corp
                                                Ser E Rfdg               6.000     04/01/14   1,187,930     3,563,790     4,751,720
                                         3,050  New York St Med
                                                Care Fac Fin Agy
                                                Rev
         2,000           1,050                  Saint Peter's Hosp
                                                Proj Ser A (AMBAC
                                                Insd)                    5.375     11/01/20   2,024,380     1,062,800     3,087,180
                         4,000           4,000  New York St Mtg Agy
                                                Rev Homeowner Mtg
                                                Ser 71 (AMT)             5.400     04/01/29                 4,107,400     4,107,400
                         4,460           4,460  New York St Mtg Agy
                                                Rev Homeowner Mtg
                                                Ser 79 (AMT)             5.300     04/01/29                 4,572,749     4,572,749
                         1,990           1,990  New York St Mtg
                                                Agy Rev Ser 101
                                                (AMT)                    5.400     04/01/32                 2,052,088     2,052,088
                         1,535           1,535  New York St Ser
                                                C Rfdg                   5.000     04/15/17                 1,670,095     1,670,095
         1,000           2,000           3,000  New York St Twy
                                                Auth Hwy & Brdg
                                                Tr Fd Ser A
                                                (FSA Insd)               5.250     04/01/19   1,091,290     2,182,580     3,273,870
         1,000                           1,000  New York St Twy
                                                Auth Second Ser A
                                                (MBIA Insd)              5.000     04/01/22   1,069,320                   1,069,320
         2,000                           2,000  New York St Twy
                                                Auth Second Ser A
                                                (MBIA Insd)              5.000     04/01/23   2,124,180                   2,124,180
           460                             460  New York St Twy
                                                Auth Svc Contract
                                                Rev Loc Hwy & Brdg       5.500     04/01/16     519,345                     519,345
                         3,000           3,000  New York St Twy
                                                Auth Svc Contract
                                                Rev Loc Hwy & Brdg
                                                (Prerefunded @
                                                04/01/11)                5.250     04/01/15                 3,394,380     3,394,380
         2,150           2,500           4,650  New York St Urban
                                                Dev Corp Rev
                                                Correctional Fac
                                                Ser A Rfdg               5.500     01/01/14   2,407,376     2,799,275     5,206,651
                         1,625           1,625  New York St Urban
                                                Dev Corp Rev Proj
                                                Ctr for Indl
                                                Innovation Rfdg          5.500     01/01/13                 1,852,321     1,852,321
         1,000                           1,000  New York St Urban
                                                Dev Corp Rev Proj
                                                Pine Barrens             5.375     04/01/17   1,031,230                   1,031,230
         1,000                           1,000  New York St Urban
                                                Dev Corp Rev St
                                                Fac Rfdg                 5.500     04/01/07   1,079,010                   1,079,010
                        19,280          19,280  New York St Urban
                                                Dev Corp Rev St
                                                Office South Mall
                                                Ser A                      *       01/01/11                13,971,830    13,971,830
         1,060                           1,060  Niagara Falls, NY
                                                Wtr Treatment Plant
                                                (AMT) (MBIA Insd)        7.250     11/01/10   1,282,430                   1,282,430
                         3,570           3,570  Niagara, NY Frontier
                                                Auth Arpt Buffalo
                                                Niagara Intl Arpt
                                                Ser A (AMT)
                                                (MBIA Insd)              5.625     04/01/29                 3,771,848     3,771,848
         2,000           4,500           6,500  Port Auth NY & NJ
                                                Cons 97th Ser
                                                (AMT) (FGIC Insd)        6.650     01/15/23   2,038,900     4,587,525     6,626,425
         2,500                           2,500  Port Auth NY & NJ
                                                Spl Oblig Rev Spl
                                                Proj JFK Intl Arpt
                                                Terminal 6 (AMT)
                                                (MBIA Insd)              5.750     12/01/25   2,675,725                   2,675,725
                         1,600           1,600  Rensselaer, NY Hsg
                                                Auth Multi-Family
                                                Rev Mtg Renwyck Pl
                                                Ser A                    7.650     01/01/11                 1,635,584     1,635,584
                         1,480           1,480  Rensselaer, NY Hsg
                                                Auth Multi-Family Rev
                                                Mtg Van Rensselaer
                                                Heights Ser A            7.750     01/01/11                 1,513,019     1,513,019
         1,000           1,500           2,500  Sales Tax Asset
                                                Receivable Corp
                                                NY Ser A (MBIA
                                                Insd) (a)                5.000     10/15/21   1,081,050     1,621,575     2,702,625
         1,250                           1,250  Sodus, NY Ctr Sch
                                                Dist Rfdg (FGIC
                                                Insd) (b)                5.125     06/15/17   1,365,213                   1,365,213
         1,000                           1,000  Tobacco Settlement
                                                Fin Corp NY Ser C-1      5.500     06/01/22   1,088,000                   1,088,000
                         5,445           5,445  Triborough Brdg &
                                                Tunl Auth NY Rev
                                                Gen Purp Ser A           5.250     01/01/18                 5,930,966     5,930,966
         3,000           5,000           8,000  Triborough Brdg &
                                                Tunl Auth NY Rev
                                                Gen Purp Ser A           5.000     01/01/32   3,067,830     5,113,050     8,180,880
</TABLE>


<PAGE>
NEW YORK (continued)


<TABLE>
<S>   <C>    <C>     <C>    <C>                                         <C>      <C>       <C>            <C>           <C>

      1,600          1,600  Triborough Brdg & Tunl Auth NY Rev Gen
                            Purp Ser B Rfdg                             5.125    11/15/29     1,660,816                   1,660,816
      2,000          2,000  Triborough Brdg & Tunl Auth NY Ser E
                            Rfdg (MBIA Insd)                            5.000    11/15/32     2,056,620                   2,056,620
      1,000  2,000   3,000  Yonkers, NY Indl Dev Agy Civic Fac Rev
                            Cmnty Dev Ppty Yonkers Inc Ser A            6.625    02/01/26     1,078,760     2,157,520     3,236,280
             1,700   1,700  Yonkers, NY Ser A (FGIC Insd) (b)           5.750    10/01/14                   1,955,153     1,955,153
                                                                                           ----------------------------------------
                                                                                            105,314,490   157,617,905   262,932,395
                                                                                           ----------------------------------------




PUERTO RICO 7.4%
      3,000  5,000   8,000  Puerto Rico Comwlth Hwy & Trans Auth Hwy    6.250    07/01/21     3,804,780     6,341,300    10,146,080
                            Rev Ser Y (FSA Insd)
      1,000  2,000   3,000  Puerto Rico Pub Bldg Auth Rev Govt Fac      5.250    07/01/33     1,047,830     2,095,660     3,143,490
                            Ser I (Comwth Gtd)                                              ---------------------------------------
                                                                                              4,852,610     8,436,960    13,289,570
                                                                                            ---------------------------------------




                                                                        6.375    10/01/19     1,737,270                   1,737,270

U. S. VIRGIN ISLANDS 1.6%                                               6.125    10/01/29                   1,120,460     1,120,460
      1,500         1,500  Virgin Islands Pub Fin Auth Rev Gross                            ---------------------------------------
                                Rcpt Taxes Ln Nt Ser A
             1,000  1,000  Virgin Islands Pub Fin Auth Rev Gross                              1,737,270     1,120,460     2,857,730
                                Rcpt Taxes Ln Nt Ser A (ACA Insd)                           ---------------------------------------
</TABLE>





<TABLE>
<S>                                                                                        <C>            <C>          <C>


TOTAL LONG-TERM INVESTMENTS 155.6%...............................................           111,904,370   167,175,325   279,079,695
    (Cost $255,788,012)

TOTAL SHORT-TERM INVESTMENTS 1.0%................................................                     -     1,800,000     1,800,000
    (Cost $1,800,000)                                                                      ----------------------------------------

TOTAL INVESTMENTS 156.6%.........................................................           111,904,370   168,975,325   280,879,695
    (Cost $257,588,012)

LIABILITIES IN EXCESS OF OTHER ASSETS (0.8%).....................................               472,029    (1,935,289)   (1,463,260)

PREFERRED SHARES (INCLUDING ACCRUED DISTRIBUTIONS) (55.8%)........................          (40,006,619)  (60,011,179) (100,017,798)
                                                                                           -----------------------------------------

NET ASSETS APPLICABLE TO COMMON SHARES 100.0%....................................          $ 72,369,780  $107,028,857  $179,398,637
                                                                                           -----------------------------------------
</TABLE>



Percentages are calculated as a percentage of net assets applicable to common
shares.

* Zero coupon bond
(a) Securities purchased on a when-issued or delayed delivery basis.
(b) The Trust owns 100% of the bond issuance.

ACA -- American Capital Access Insurance Co.
AMBAC -- AMBAC Indemnity Corp.
AMT - Alternative Minimum Tax
Comwth Gtd - Commonwealth of Puerto Rico
Connie Lee -- Connie Lee Insurance Co.
FGIC -- Financial Guaranty Insurance Co.
FSA -- Financial Security Assurance Inc.
MBIA -- Municipal Bond Investors Assurance Corp.
XLCA - XL Capital Assurance Inc.



<PAGE>

                 VAN KAMPEN NEW YORK QUALITY MUNICIPAL TRUST -
               VAN KAMPEN NEW YORK VALUE MUNICIPAL INCOME TRUST -
           VAN KAMPEN TRUST FOR INVESTMENT GRADE NEW YORK MUNICIPALS
             PROFORMA CONDENSED STATEMENT OF ASSETS AND LIABILITIES
                                OCTOBER 31, 2004
                                  (UNAUDITED)
                              AMOUNTS IN THOUSANDS

<TABLE>
<CAPTION>
                                                                                                                        PROFORMA -
                                                                                                                        VAN KAMPEN
                                                                     VAN KAMPEN          VAN KAMPEN                     TRUST FOR
                                                   VAN KAMPEN      NEW YORK VALUE   TRUST FOR INVESTMENT                INVESTMENT
                                                NEW YORK QUALITY  MUNICIPAL INCOME     GRADE NEW YORK                 GRADE NEW YORK
                                                 MUNICIPAL TRUST       TRUST             MUNICIPALS      ADJUSTMENTS    MUNICIPALS
                                                ----------------  ----------------  -------------------- ------------ --------------

<S>                                             <C>               <C>               <C>                                <C>
ASSETS:
Total Investments (Cost of $133,403, $102,986,
    $154,602 and $390,991, respectively)        $        143,806  $        111,904  $            168,975                 $ 424,685
Cash                                                          47                88                    95                       230
Receivables:
   Interest                                                1,823             1,724                 2,151                     5,698
   Investment Sold                                           130                98                    20                       248
Other                                                          2                 3                     3                         8
                                                ----------------  ----------------  -------------------- -------------   ---------
        Total Assets                                     145,808           113,817               171,244                   430,869
                                                ----------------  ----------------  -------------------- -------------   ---------
LIABILITIES:
Payable:
    Investment Purchased                                   3,791             1,079                 3,792                     8,662
    Investment Advisory Fee                                   72                57                    84                       213
    Income Distributions-Common Shares                        28                21                    33                        82
    Other Affiliates                                           8                 7                     9                        24
Trustees' Deferred Compensation and
      Retirement Plans                                       217               208                   222                       647
Merger Cost (2)                                                                                                    405         405
Accrued Expenses                                              73                68                    64                       205
                                                ----------------  ----------------  -------------------- -------------   ---------
     Total Liabilities                                     4,189             1,440                 4,204           405      10,238
Preferred Shares (including
     accrued distributions)                               45,047            40,007                60,011                   145,065
                                                ----------------  ----------------  -------------------- -------------   ---------

NET ASSETS APPLICABLE TO COMMON SHARES          $         96,572  $         72,370  $            107,029 $        (405)  $ 275,566
                                                ================  ================  ==================== =============   =========
NET ASSET VALUE PER COMMON SHARE
Net Assets Applicable to Common Shares          $         96,572  $         72,370  $            107,029 $        (405)  $ 275,566
Common Share outstanding (1)                               5,656             4,291                 6,211          (145)     16,013
                                                ----------------  ----------------  --------------------                 ---------
Net Asset Value Per Common Share                $          17.07  $          16.86  $              17.23                 $   17.21
                                                ================  ================  ====================                 =========

NET ASSETS CONSIST OF:
Common Shares ($.01 par value) (1)              $             57  $             43  $                 62 $          (2)  $     160
Paid in Surplus (1)                                       83,570            62,404                91,398          (403)    236,969
Net Unrealized Appreciation                               10,403             8,918                14,373                    33,694
Accumulated Undistributed Net Investment Income              747               464                   891                     2,102
Accumulated Net Realized Gain                              1,795               541                   305                     2,641
                                                ----------------  ----------------  -------------------- -------------   ---------

NET ASSETS APPLICABLE TO COMMON SHARES          $         96,572  $         72,370  $            107,029 $        (405)  $ 275,566
                                                ================  ================  ==================== =============   =========

PREFERRED SHARES                                $         45,000  $         40,000  $             60,000                 $ 145,000
                                                ================  ================  ==================== =============   =========
NET ASSETS INCLUDING PREFERRED SHARES           $        141,572  $        112,370  $            167,029 $        (405)  $ 420,566
                                                ================  ================  ==================== =============   =========

</TABLE>


(1) The proforma statements presume the issuance by the Van Kampen Trust for
Investment Grade New York Municipals of approximately 5,606,936, and 4,194,981
common shares in exchange for the assets and liabilities of the Van Kampen New
York Quality Municipal Trust and Van Kampen New York Value Municipal Income
Trust, respectively.

(2) A non-recurring cost associated with this transaction of approximately
$405,000 will be incurred. The approximate cost and per share cost that will be
borne by the common shareholders are as follows:

<TABLE>
<CAPTION>
                                                               APPROXIMATE COST            COST PER SHARE
                                                              ------------------           --------------
<S>                                                           <C>                          <C>
Van Kampen New York Quality Municipal Trust.................  $           76,950           $        0.014
Van Kampen New York Value Municipal Income Trust.............            174,150                    0.041
Van Kampen Trust for Investment Grade New York..............             153,900                    0.025
                                                              ------------------
                                                              $          405,000
                                                              ==================
</TABLE>



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

<PAGE>
                 VAN KAMPEN NEW YORK QUALITY MUNICIPAL TRUST -
               VAN KAMPEN NEW YORK VALUE MUNICIPAL INCOME TRUST -
           VAN KAMPEN TRUST FOR INVESTMENT GRADE NEW YORK MUNICIPALS
                   PROFORMA CONDENSED STATEMENT OF OPERATIONS
                      FOR THE YEAR ENDED OCTOBER 31, 2004
                                  (UNAUDITED)
                              AMOUNTS IN THOUSANDS





<TABLE>
<CAPTION>
                                                                                                                        PROFORMA -
                                                                                                                        VAN KAMPEN
                                                                      VAN KAMPEN           VAN KAMPEN                   TRUST FOR
                                                  VAN KAMPEN      NEW YORK VALUE    TRUST FOR INVESTMENT                INVESTMENT
                                               NEW YORK QUALITY  MUNICIPAL INCOME      GRADE NEW YORK                 GRADE NEW YORK
                                               MUNICIPAL TRUST        TRUST              MUNICIPALS       ADJUSTMENTS   MUNICIPALS
                                               ----------------  ----------------   --------------------  ----------- --------------
<S>                                            <C>                <C>               <C>                   <C>            <C>

INVESTMENT INCOME:
Interest                                       $          6,721  $          5,494  $              8,385                    $ 20,600
                                               ----------------  ----------------  --------------------  ----------        --------

EXPENSES:
Investment Advisory Fee                                     842               668                   995                       2,505
Preferred Share Maintenance                                 128               126                   166         (35)(1)         385
Trustee's Fees and Related Expenses                          65                61                    68        (136)(2)          58
Administration Fee                                           41                33                    48                         122
Legal                                                        23                21                    25         (33)(1)          36
Custody                                                       9                 7                    10          (2)(1)          24
Other                                                       120               134                   132        (181)(1)         205
                                               ----------------  ----------------  --------------------  ----------        --------
      Total Expenses                                      1,228             1,050                 1,444        (387)          3,335
                                               ----------------  ----------------  --------------------  ----------        --------
NET INVESTMENT INCOME                          $          5,493  $          4,444  $              6,941  $      387        $ 17,265
                                               ----------------  ----------------  --------------------  ----------        --------

REALIZED AND UNREALIZED GAIN:
Net Realized Gain                              $          1,795  $            668  $                304                    $  2,767
Net Unrealized Appreciation During the Period               897             1,026                 1,618                    $  3,541
                                               ----------------  ----------------  --------------------  ----------        ---------
NET REALIZED AND UNREALIZED GAIN               $          2,692  $          1,694  $              1,922                    $  6,308
                                               ----------------  ----------------  --------------------- ----------        ---------
DISTRIBUTION TO PREFERRED SHAREHOLDERS         $           (524) $           (384) $               (691)                   $ (1,599)
NET INCREASE IN NET ASSETS APPLICABLE TO COMMON
                                               ----------------  ----------------  --------------------  ----------        ---------
          SHARES FROM OPERATIONS               $          7,661  $          5,754  $              8,172  $      387        $ 21,974
                                               ----------------  ----------------  --------------------  ----------        ---------
</TABLE>



(1) Reflects the reduction in other operating expenses as a result of the
elimination of certain duplicative expenses and the result of operating a
larger, more efficient fund.


(2) Reflects the exclusion of unrealized net appreciation related to the
trustees' deferred compensation plan and the elimination of certain duplicate
expenses.


<PAGE>

                  VAN KAMPEN NEW YORK QUALITY MUNICIPAL TRUST -
           VAN KAMPEN TRUST FOR INVESTMENT GRADE NEW YORK MUNICIPALS
             PROFORMA CONDENSED STATEMENT OF ASSETS AND LIABILITIES
                                OCTOBER 31, 2004
                                  (UNAUDITED)
                              AMOUNTS IN THOUSANDS



<TABLE>
<CAPTION>
                                                                                                                    PROFORMA -
                                                                                                                   VAN KAMPEN
                                                                                 VAN KAMPEN                        TRUST FOR
                                                            VAN KAMPEN      TRUST FOR INVESTMENT                   INVESTMENT
                                                         NEW YORK QUALITY      GRADE NEW YORK                    GRADE NEW YORK
                                                          MUNICIPAL TRUST        MUNICIPALS         ADJUSTMENTS    MUNICIPALS
                                                         ----------------   --------------------    -----------  ---------------
<S>                                                      <C>               <C>                      <C>          <C>

ASSETS:
Total Investments (Cost of $133,403,
    $154,602 and $288,005, respectively)                 $       143,806    $            168,975                  $ 312,781
Cash                                                                  47                      95                        142
Receivables:
   Interest                                                        1,823                   2,151                      3,974
   Investment Sold                                                   130                      20                        150
Other                                                                  2                       3                          5
                                                         ---------------    --------------------   ------------   ---------
        Total Assets                                             145,808                 171,244                    317,052
                                                         ---------------    --------------------   ------------   ---------
LIABILITIES:
Payable:
    Investment Purchased                                           3,791                   3,792                      7,583
    Investment Advisory Fee                                           72                      84                        156
    Income Distributions-Common Shares                                28                      33                         61
    Other Affiliates                                                   8                       9                         17
Trustees' Deferred Compensation and
      Retirement Plans                                               217                     222                        439
Merger Cost (2)                                                                                             290         290
Accrued Expenses                                                      73                      64                        137
                                                         ---------------    --------------------   ------------   ---------
        Total Liabilities                                          4,189                   4,204            290       8,683
Preferred Shares (including
     accrued distributions)                                       45,047                  60,011                    105,058
                                                         ---------------    --------------------   ------------   ---------
NET ASSETS APPLICABLE TO COMMON SHARES                   $       96,572     $           107,029    $      (290)   $ 03,311
                                                         ===============    ====================   ============   =========
NET ASSET VALUE PER COMMON SHARE
Net Assets Applicable to Common Shares                   $        96,572    $            107,029   $       (290)  $ 203,311
Common Share outstanding (1)                                       5,656                   6,211            (46)     11,821
                                                         ---------------    ---------------------                 ---------
Net Asset Value Per Common Share                         $         17.07    $              17.23                  $   17.20
                                                         ===============    ====================                  =========

NET ASSETS CONSIST OF:
Common Shares ($.01 par value) (1)                       $            57    $                 62   $         (1)  $     118
Paid in Surplus (1)                                               83,570                  91,398           (289)    174,679
Net Unrealized Appreciation                                       10,403                  14,373                     24,776
Accumulated Undistributed Net Investment Income                      747                     891                      1,638
Accumulated Net Realized Gain                                      1,795                     305                      2,100
                                                         ---------------    ---------------------                 ---------

NET ASSETS APPLICABLE TO COMMON SHARES                   $        96,572    $            107,029   $       (290)  $ 203,311
                                                         ===============    ====================   ============   =========

PREFERRED SHARES                                         $        45,000    $             60,000                  $ 105,000
                                                         ===============    ====================   ============   =========
NET ASSETS INCLUDING PREFERRED SHARES                    $       141,572    $            167,029   $       (290)  $ 308,311
                                                         ===============    ====================   ============   =========
</TABLE>


(1) The proforma statements presume the issuance by the Van Kampen Trust for
Investment Grade New York Municipals of approximately 5,609,443 common shares in
exchange for the assets and liabilities of the Van Kampen New York Quality
Municipal Trust.

(2) A non-recurring cost associated with this transaction of approximately
$290,000 will be incurred. The approximate cost and per share cost that will be
borne by the common shareholders are as follows:

<TABLE>
<CAPTION>
                                                                APPROXIMATE COST         COST PER SHARE
                                                                ----------------         --------------
<S>                                                             <C>                      <C>
Van Kampen New York Quality Municipal Trust.....................$         89,900         $        0.016
Van Kampen Trust for Investment Grade New York..................         200,100                  0.032
                                                                ----------------
                                                                $        290,000
                                                                ================
</TABLE>



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


<PAGE>

                  VAN KAMPEN NEW YORK QUALITY MUNICIPAL TRUST -
           VAN KAMPEN TRUST FOR INVESTMENT GRADE NEW YORK MUNICIPALS
                   PROFORMA CONDENSED STATEMENT OF OPERATIONS
                      FOR THE YEAR ENDED OCTOBER 31, 2004
                                  (UNAUDITED)
                              AMOUNTS IN THOUSANDS


<TABLE>
<CAPTION>
                                                                                                              PROFORMA -
                                                                                                             VAN KAMPEN
                                                                           VAN KAMPEN                        TRUST FOR
                                                     VAN KAMPEN       TRUST FOR INVESTMENT                   INVESTMENT
                                                  NEW YORK QUALITY       GRADE NEW YORK                    GRADE NEW YORK
                                                   MUNICIPAL TRUST         MUNICIPALS         ADJUSTMENTS    MUNICIPALS
                                                  ----------------    --------------------    -----------  --------------
<S>                                               <C>                 <C>                     <C>              <C>

INVESTMENT INCOME:
Interest                                          $          6,721    $              8,385                     $ 15,106
                                                  ----------------    --------------------    -----------      --------

EXPENSES:
Investment Advisory Fee                                        842                     995                        1,837
Preferred Share Maintenance                                    128                     166            (15)(1)       279
Trustee's Fees and Related Expenses                             65                      68            (76)(2)        57
Administration Fee                                              41                      48                           89
Legal                                                           23                      25            (17)(1)        31
Custody                                                          9                      10             (1)(1)       18
Other                                                          120                     132            (89)(1)       163
                                                  ----------------    --------------------    -----------      --------
      Total Expenses                                         1,228                   1,444           (198)        2,474
                                                  ----------------    --------------------    -----------      --------
NET INVESTMENT INCOME                             $          5,493    $              6,941    $       198      $ 12,632
                                                  ================    ====================    ===========      ========
REALIZED AND UNREALIZED GAIN:
Net Realized Gain                                 $          1,795    $                304                     $  2,099
Net Unrealized Appreciation During the Period                  897                   1,618                     $  2,515
                                                  ----------------    --------------------    -----------      --------
NET REALIZED AND UNREALIZED GAIN                  $          2,692    $              1,922                     $  4,614
                                                  ----------------    --------------------    -----------      --------
DISTRIBUTION TO PREFERRED SHAREHOLDERS            $           (524)   $               (691)                    $ (1,215)
NET INCREASE IN NET ASSETS APPLICABLE TO COMMON
                                                  ================    ====================    ===========      ========
          SHARES FROM OPERATIONS                  $          7,661    $              8,172    $       198      $ 16,031
                                                  ================    ====================    ===========      ========
</TABLE>



(1) Reflects the reduction in other operating expenses as a result of the
elimination of certain duplicative expenses and the result of operating a
larger, more efficient fund.


(2) Reflects the exclusion of unrealized net appreciation related to the
trustees' deferred compensation plan and the elimination of certain duplicate
expenses.




<PAGE>


                VAN KAMPEN NEW YORK VALUE MUNICIPAL INCOME TRUST -
           VAN KAMPEN TRUST FOR INVESTMENT GRADE NEW YORK MUNICIPALS
             PROFORMA CONDENSED STATEMENT OF ASSETS AND LIABILITIES
                                OCTOBER 31, 2004
                                  (UNAUDITED)
                              AMOUNTS IN THOUSANDS


<TABLE>
<CAPTION>
                                                                                                          PROFORMA -
                                                                                                          VAN KAMPEN
                                                                           VAN KAMPEN                     TRUST FOR
                                                    VAN KAMPEN        TRUST FOR INVESTMENT                INVESTMENT
                                                  NEW YORK VALUE        GRADE NEW YORK                  GRADE NEW YORK
                                               MUNICIPAL INCOME TRUST      MUNICIPALS       ADJUSTMENTS   MUNICIPALS
                                               ---------------------- --------------------  ----------- --------------
<S>                                               <C>                 <C>                   <C>         <C>


ASSETS:
Total Investments (Cost of $102,986,
    $154,602 and $257,588, respectively)          $        111,904   $            168,975                  $ 280,879
Cash                                                            88                     95                        183
Receivables:
   Interest                                                  1,724                  2,151                      3,875
   Investment Sold                                              98                     20                        118
Other                                                            3                      3                          6
                                                  ----------------   --------------------   -----------    ---------
        Total Assets                                       113,817                171,244                    285,061
                                                  ----------------   --------------------   -----------    ---------
LIABILITIES:
Payable:
    Investment Purchased                                     1,079                  3,792                      4,871
    Investment Advisory Fee                                     57                     84                        141
    Income Distributions-Common Shares                          21                     33                         54
    Other Affiliates                                             7                      9                         16
Trustees' Deferred Compensation and
      Retirement Plans                                         208                    222                        430
Merger Cost (2)                                                                                     279
Accrued Expenses                                                68                     64                        132
                                                  ----------------   --------------------   -----------    ---------
        Total Liabilities                                    1,440                  4,204           279        5,644
Preferred Shares (including
     accrued distributions)                                 40,007                 60,011                    100,018
                                                  ----------------   --------------------   -----------    ---------
NET ASSETS APPLICABLE TO COMMON SHARES            $         72,370   $            107,029   $      (279)   $ 179,399
                                                  ================   ====================   ===========    =========
NET ASSET VALUE PER COMMON SHARE
Net Assets Applicable to Common Shares            $         72,370   $            107,029   $      (279)   $ 179,399
Common Share outstanding (1)                                 4,291                  6,211           (96)      10,406
                                                  ----------------   --------------------                  ---------
Net Asset Value Per Common Share                  $          16.86   $              17.23                  $   17.24
                                                  ================   ====================                  =========

NET ASSETS CONSIST OF:
Common Shares ($.01 par value) (1)                $             43   $                 62   $        (1)   $     104
Paid in Surplus (1)                                         62,404                 91,398          (278)     153,524
Net Unrealized Appreciation                                  8,918                 14,373                     23,291
Accumulated Undistributed Net Investment Income                464                    891                      1,355
Accumulated Net Realized Gain                                  541                    305                        846
                                                  ----------------   --------------------   -----------    ---------
NET ASSETS APPLICABLE TO COMMON SHARES            $         72,370   $            107,029   $      (279)   $ 179,120
                                                  ================   ====================   ===========    =========

PREFERRED SHARES                                  $         40,000   $             60,000                  $ 100,000
                                                  ================   ====================   ===========    =========
NET ASSETS INCLUDING PREFERRED SHARES             $        112,370   $            167,029   $      (279)   $ 279,120
                                                  ================   ====================   ===========    =========
</TABLE>


(1) The proforma statements presume the issuance by the Van Kampen Trust for
Investment Grade New York Municipals of approximately 4,195,049 common shares in
exchange for the assets and liabilities of the Van Kampen New York Value
Municipal Income Trust.

(2) A non-recurring cost associated with this transaction of approximately
$279,000 will be incurred. The approximate cost and per share cost that will be
borne by the common shareholders are as follows:

<TABLE>
<CAPTION>
                                                         APPROXIMATE COST         COST PER SHARE
                                                         ----------------         --------------
<S>                                                      <C>                      <C>
Van Kampen New York Value Municipal Income Trust.........$        172,980         $      0.040
Van Kampen Trust for Investment Grade New York...........         106,020                0.017
                                                         ----------------
                                                         $        279,000
                                                         ================
</TABLE>



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


<PAGE>
                VAN KAMPEN NEW YORK VALUE MUNICIPAL INCOME TRUST -
           VAN KAMPEN TRUST FOR INVESTMENT GRADE NEW YORK MUNICIPALS
                   PROFORMA CONDENSED STATEMENT OF OPERATIONS
                      FOR THE YEAR ENDED OCTOBER 31, 2004
                                  (UNAUDITED)
                              AMOUNTS IN THOUSANDS



<TABLE>
<CAPTION>
                                                                                                             PROFORMA -
                                                                                                             VAN KAMPEN
                                                                           VAN KAMPEN                        TRUST FOR
                                                  VAN KAMPEN          TRUST FOR INVESTMENT                   INVESTMENT
                                                NEW YORK VALUE           GRADE NEW YORK                    GRADE NEW YORK
                                            MUNICIPAL INCOME TRUST         MUNICIPALS         ADJUSTMENTS    MUNICIPALS
                                            ----------------------    --------------------    -----------  --------------
<S>                                         <C>                       <C>                     <C>          <C>

INVESTMENT INCOME:
Interest                                    $                5,494    $              8,385                         $ 13,879
                                            ----------------------    --------------------    -----------          --------

EXPENSES:
Investment Advisory Fee                                        668                     995                            1,663
Preferred Share Maintenance                                    126                     166            (19)(1)           273
Trustee's Fees and Related Expenses                             61                      68            (72)(2)            57
Administration Fee                                              33                      48                               81
Legal                                                           21                      25            (16)(1)            30
Custody                                                          7                      10             --                17
Other                                                          134                     132            (89)(1)           177
                                            ----------------------    --------------------    -----------          --------
      Total Expenses                                         1,050                   1,444           (196)            2,298
                                            ----------------------    --------------------    -----------          --------
NET INVESTMENT INCOME                       $                4,444    $              6,941    $       196          $ 11,581
                                            ======================    ====================    ===========          ========

REALIZED AND UNREALIZED GAIN:
Net Realized Gain                           $                  668    $                304                         $    972
Net Unrealized Appreciation During the
  Period                                                     1,026                   1,618                         $  2,644
                                            ----------------------    --------------------    -----------          --------
NET REALIZED AND UNREALIZED GAIN            $                1,694    $              1,922                         $  3,616
                                            ----------------------    --------------------    -----------          --------
DISTRIBUTION TO PREFERRED SHAREHOLDERS      $                 (384)   $               (691)                        $ (1,075)
NET INCREASE IN NET ASSETS APPLICABLE
  TO COMMON
                                            ======================    ====================    ===========          ========
          SHARES FROM OPERATIONS            $                5,754    $              8,172    $       196          $ 14,122
                                            ======================    ====================    ===========          ========
</TABLE>



(1) Reflects the reduction in other operating expenses as a result of the
elimination of certain duplicative expenses and the result of operating a
larger, more efficient fund.

(2) Reflects the exclusion of unrealized net appreciation related to the
trustees' deferred compensation plan and the elimination of certain duplicate
expenses.



<PAGE>
Van Kampen New York Quality Municipal Trust-Van Kampen New York Value Municipal
Income Trust-Van Kampen Trust for Investment Grade New York Municipals
Notes to Pro Forma Financial Statements
October 31, 2004 (Unaudited)

1. SIGNIFICANT ACCOUNTING POLICIES

Van Kampen Trust for Investment Grade New York Municipals (the "Acquiring Fund")
is registered as a non-diversified, closed-end management investment company
under the Investment Company Act of 1940 (the "1940 Act"), as amended. The
Acquiring Fund's investment objective is to provide a high level of current
income exempt from federal as well as New York State and New York City income
taxes, consistent with preservation of capital. The Acquiring Fund invests
substantially all of its assets in New York municipal securities rated
investment grade at the time of investment. The Acquiring Fund commenced
investment operations on March 27, 1992.

         The following is a summary of significant accounting policies
consistently followed by the Acquiring Fund in the preparation of its financial
statements. The preparation of financial statements in conformity with
accounting principles generally accepted in the United States of America
requires management to make estimates and assumptions that affect the reported
amounts of assets and liabilities and disclosure of contingent assets and
liabilities at the date of the financial statements and the reported amounts of
revenues and expenses during the reporting period. Actual results could differ
from those estimates.

A. SECURITY VALUATION Municipal bonds are valued by independent pricing services
or dealers using the mean of the bid and asked prices or, in the absence of
market quotations, at fair value based upon yield data relating to municipal
bonds with similar characteristics and general market conditions. Securities
which are not valued by independent pricing services or dealers are valued at
fair value using procedures established in good faith by the Board of Trustees.
Short-term securities with remaining maturities of 60 days or less are valued at
amortized cost, which approximates market value.

B. SECURITY TRANSACTIONS Security transactions are recorded on a trade date
basis. Realized gains and losses are determined on an identified cost basis. The
Acquiring Fund may purchase and sell securities on a "when-issued" or "delayed
delivery" basis, with settlement to occur at a later date. The value of the
security so purchased is subject to market fluctuations during this period. The
Acquiring Fund will segregate assets with the custodian having an aggregate
value at least equal to the amount of the when-issued or delayed delivery
purchase commitments until payment is made. At October 31, 2004, the Acquiring
Fund had $3,791,632 of when-issued and delayed delivery purchase commitments.

C. INVESTMENT INCOME Interest income is recorded on an accrual basis. Bond
premium is amortized and discount is accreted over the expected life of each
applicable security.

D. FEDERAL INCOME TAXES It is the Acquiring Fund's policy to comply with the
requirements of the Internal Revenue Code applicable to regulated investment
companies and to distribute substantially all of its taxable income to its
shareholders. Therefore, no provision for federal income taxes is required.

E. DISTRIBUTION OF INCOME AND GAINS The Acquiring Fund declares and pays
monthly dividends from net investment income to common shareholders. Net
realized gains, if any, are distributed annually on a pro rata basis to common
and preferred shareholders. Distributions from net realized gains for book
purposes may include short-term capital gains, which are included as ordinary
income for tax purposes.



<PAGE>
                           PART C: OTHER INFORMATION

ITEM 15. INDEMNIFICATION

     Section 5.3 of the Registrant's Declaration of Trust, a copy of which is
filed as an exhibit hereto, provides for indemnification, as set forth below:

     "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;

               (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 office 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


                                      C-1
<PAGE>
          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 by be insured
     against by policies maintained by the Trust, shall be severable, shall not
     effect any other rights to which any Trustee or officer may now or
     hereafter be entitled, shall continue as to a Person who has ceased to be
     such Trustee or officer and shall inure to the benefit of the heirs,
     executors, administrators, and assigns of such Person. Nothing contained
     herein shall affect any rights to indemnification to which personnel of the
     Trust other than Trustees and officers may be entitled by contract or
     otherwise under law.

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

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

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

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

ITEM 16.  EXHIBITS


     1.   (a)  Declaration of Trust of the Registrant and amendments thereto+





                                      C-2
<PAGE>


        (b)    Certificate of Vote Establishing Preferred Shares and
               amendments thereto++++



     2.        Bylaws of the Registrant and amendment thereto+

     3.        Not applicable
     4.        Form of Agreement and Plan of Reorganization+++


     5. (a)    Specimen share certificate for common shares of the
               Registrant+



        (b)    Specimen share certificate for preferred shares of the
               Registrant+



     6.        Investment Advisory Agreement and amendment thereto+





     7.        Not Applicable


     8. (a)    Form of Amended and Restated Deferred Compensation Plan+



        (b)    Form of Retirement Plan for Each Closed End Fund+


     9.        Custodian Contract and amendments thereto+
     10.       Not Applicable


     11.       Opinion and Consent of Skadden, Arps, Slate, Meagher & Flom LLP,
               counsel for the Registrant+


     12.       Tax opinion of Skadden, Arps, Slate, Meagher & Flom LLP++


     13.(a)    Transfer Agency and Service Agreement+
        (b)    Auction Agency Agreement+
        (c)    Form of Broker-Dealer Agreement+
        (d)(i) Letter of Representation+




          (ii) Form of Letter of Representation+



        (e)    Fund Accounting Agreement and amendment thereto+



        (f)    Amended and Restated Legal Services Agreement+



     14.       Consent of independent registered public accounting firm for the
               Registrant and the Target Funds+


     15.       Not Applicable


     16.       Power of Attorney+++++



     17.(a)    Code of Ethics of the Investment Adviser+
        (b)    Code of Ethics of the Funds+
        (c)    Proxy cards for the Target Funds+
        (d)    Proxy card for the Acquiring Fund+




    + Filed herewith.
   ++ To be filed by further amendment.

  +++ Filed as Appendix A to the Statement of Additional Information and
      incorporated herein by reference to Registrant's Registration Statement on
      Form N-14 as filed via EDGAR on May 11, 2005.



 ++++ Filed as Appendix B to the Statement of Additional Information and
      incorporated herein by reference to Registrant's Registration Statement on
      Form N-14 as filed via EDGAR on June 29, 2005.



+++++ Incorporated herein by reference to Registrant's Registration Statement on
      Form N-14, File No. 333-124823, filed May 11, 2005.




ITEM 17. UNDERTAKINGS

     (1) The undersigned Registrant agrees that prior to any public reoffering
of the securities registered through use of a prospectus which is part of this
Registration Statement by any person or party who is deemed to be an underwriter
within the meaning of Rule 145(c) of the Securities Act of 1933, as amended, the
reoffering prospectus will contain information called for by the applicable
registration form for reofferings by persons who may be deemed underwriters, in
addition to the information called for by other items of the applicable form.




                                      C-3
<PAGE>

     (2)  The undersigned Registrant agrees that every prospectus that is filed
under paragraph (1) above will be filed as part of an amendment to the
registration statement and will not be used until the amendment is effective,
and that, in determining any liability under the Securities Act of 1933, as
amended, each post-effective amendment shall be deemed to be a new registration
statement for the securities offered therein, and the offering of securities at
that time shall be deemed to be the initial bona fide offering of them.

     (3)  The undersigned Registrant agrees that, if the Reorganizations
discussed in the registration statement close, it shall file by post-effective
amendment either a copy of the Internal Revenue Service private letter ruling
applied for or an opinion supporting the tax matter discussed in the
registration statement.



                                      C-4
<PAGE>

                                   SIGNATURES


     Pursuant to the requirements of the Securities Act of 1933, as amended, the
Registrant has duly caused this Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of New York
and the State of New York, on June 29, 2005.



                             VAN KAMPEN TRUST FOR INVESTMENT GRADE
                             NEW YORK MUNICIPALS


                             By: /s/ Lou Anne McInnis
                                 ------------------------------------
                                 Lou Anne McInnis
                                 Assistant Secretary

     Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed below by the following persons in
the capacities and on the date indicated.

               SIGNATURES                               TITLE
               ----------                               -----

Principal Executive Officer:


          /s/ Ronald E. Robison*              Executive Vice President and
- -------------------------------------------   Principal Executive Officer
              Ronald E. Robison


Principal Financial Officer:


          /s/ James W. Garrett*
- -------------------------------------------   Chief Financial
              James W. Garrett                Officer and Treasurer



Trustees:

          /s/ David C. Arch*                  Trustee
- -------------------------------------------
              David C. Arch


          /s/ Jerry D. Choate*                Trustee
- -------------------------------------------
              Jerry D. Choate


          /s/ Rod Dammeyer*                   Trustee
- -------------------------------------------
              Rod Dammeyer




                                      C-5
<PAGE>

          /s/ Linda Hutton Heagy*             Trustee
- -------------------------------------------
              Linda Hutton Heagy

          /s/ R. Craig Kennedy*               Trustee
- -------------------------------------------
              R. Craig Kennedy

          /s/ Howard J Kerr*                  Trustee
- -------------------------------------------
              Howard J Kerr

          /s/ Mitchell M. Merin*              Trustee
- -------------------------------------------
              Mitchell M. Merin

          /s/ Jack E. Nelson*                 Trustee
- -------------------------------------------
              Jack E. Nelson

          /s/ Richard F. Powers, III*         Trustee
- -------------------------------------------
              Richard F. Powers, III

          /s/ Hugo F. Sonnenschein*           Trustee
- -------------------------------------------
              Hugo F. Sonnenschein

          /s/ Wayne W. Whalen*                Trustee
- -------------------------------------------
              Wayne W. Whalen

          /s/ Suzanne H. Woolsey*             Trustee
- -------------------------------------------
              Suzanne H. Woolsey

* Signed by Lou Anne McInnis pursuant to a power of attorney filed herewith.


          /s/ Lou Anne McInnis                June 29, 2005
- -------------------------------------------
              Lou Anne McInnis
              Attorney-in-Fact







                                      C-6
<PAGE>

                       SCHEDULE OF EXHIBITS TO FORM N-14
           VAN KAMPEN TRUST FOR INVESTMENT GRADE NEW YORK MUNICIPALS

Exhibit
- -------

  1(a)    Declaration of Trust of the Registrant and amendments thereto
  2       Bylaws of the Registrant and amendment thereto
  5(a)    Specimen share certificate for common shares of the Registrant
   (b)    Specimen share certificate for preferred shares of the Registrant
  6       Investment Advisory Agreement and amendment thereto
  8(a)    Form of Amended and Restated Deferred Compensation Plan
   (b)    Form of Retirement Plan for Each Closed End Fund
  9       Custodian Contract and amendments thereto
 11       Opinion and Consent of Skadden, Arps, Slate, Meagher & Flom LLP
 13(a)    Transfer Agency and Service Agreement
   (b)    Auction Agency Agreement
   (c)    Form of Broker-Dealer Agreement
   (d)(i) Letter of Representation
     (ii) Form of Letter of Representation
   (e)    Fund Accounting Agreement and amendment thereto
   (f)    Amended and Restated Legal Services Agreement
 14       Consent of independent registered public accounting firm for the
          Registrant and the Target Funds
 17(a)    Code of Ethics of the Investment Adviser
   (b)    Code of Ethics of the Funds
   (c)    Proxy cards for the Target Funds
   (d)    Proxy card for the Acquiring Fund




</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.(1)(A)
<SEQUENCE>2
<FILENAME>c94416a1exv99wx1yxay.txt
<DESCRIPTION>DECLARATION OF TRUST AND AMENDMENTS THERETO
<TEXT>
<PAGE>
                                                                   EXHIBIT 1 (a)

                              DECLARATION OF TRUST

                                       OF

                          VAN KAMPEN MERRITT TRUST FOR
                      INVESTMENT GRADE NEW YORK MUNICIPALS

                                January 21, 1992

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

                  WHEREAS, the Trustees desire to establish a trust for the
investment and reinvestment of funds contributed thereto; 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 and Resident Agent. The
name of the trust created hereby is the "Van Kampen Merritt Trust For Investment
Grade New York Municipals" (the "Trust").

                  The post office address of the principal office of the Trust
is One Parkview Plaza, Oakbrook Terrace, Illinois 60181. The name of the
resident agent of the Trust in the Commonwealth of Massachusetts is C T
Corporation System, a Delaware corporation, and the post office address of the
resident agent is 2 Oliver Street, Boston, Massachusetts 02109.

                  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.



                                       2

<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 eleven (11),
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. The three (3) initial Trustees shall be:

                  Ronald A. Nyberg          One Parkview Plaza
                                            Oakbrook Terrace, IL 60181

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

                  Weston B. Wetherell       One Parkview Plaza
                                            Oakbrook Terrace, IL 60181

                  Section 2.2 Term of Office of Trustees. The Board of Trustees
shall be divided into three classes. The number of Trustees in each class shall
be as nearly equal as practicable, as determined from time to time by resolution
of the Board of Trustees. The term of office of the first class shall expire on
the date of the first annual meeting of Shareholders or special meeting in lieu
thereof following the effective date. The term of office of the second class
shall expire on the date of the second annual meeting of Shareholders or special
meeting in lieu thereof. The term of office of the third class shall expire on
the date of the third annual meeting of Shareholders or special meeting in lieu


                                       3

<PAGE>


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


                                       4


<PAGE>




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 the Trustees then in office and
notice thereof mailed to Shareholders as aforesaid in anticipation of a vacancy
to occur by reason of retirement, resignation or increase in number of Trustees
effective at a later date, provided that said appointment shall become effective
only at or after the effective date of said retirement, resignation or increase
in number of Trustees. The power of appointment is subject to the provisions of
Section 16(a) of the 1940 Act.

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

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

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



                                       5


<PAGE>

present (a quorum being present) or without a meeting by written consent of a
majority of the Trustees.

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

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

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

                                   ARTICLE III

                               POWERS OF TRUSTEES

                  Section 3.1 General. The Trustees shall have exclusive and
absolute control over the Trust Property and over the business of the Trust to
the same extent as if the Trustees were the sole owners of the Trust Property
and business in their own right, but with such powers of delegation as may be
permitted by the Declaration. The Trustees shall have power to conduct the
business of its branches and maintain offices both within and without the
Commonwealth of Massachusetts, 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
to:

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


                                       6

<PAGE>



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

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

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

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

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

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

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


                                       7

<PAGE>



                  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.

                  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 Massachusetts governing business corporations.

                  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 the 1940 Act.

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


                                       8

<PAGE>



                  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 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,
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


                                       9


<PAGE>



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.

                  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


                                       10

<PAGE>

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 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


                                       11

<PAGE>


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;

                  (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

                                       12

<PAGE>



which any Trustee or officer may now or hereafter be entitled, shall continue as
to a Person who has ceased to be such Trustee or officer and shall inure to the
benefit of the heirs, executors, administrators, and assigns of such Person.
Nothing contained herein shall affect any rights to indemnification to which
personnel of the Trust other than Trustees and officers may be entitled by
contract or otherwise under law.

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

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

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

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


                                       13

<PAGE>




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 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


                                       14

<PAGE>



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.

                  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


                                       15




<PAGE>
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
genuiness of each such execution and authorization and of other matters as may
reasonably be required. Upon such delivery the transfer shall be recorded on the
register of the Trust. Until such record is made, the Shareholder of record
shall be deemed to be the holder of such Shares for all purposes hereunder and
neither the Trustees nor any Transfer Agent or register nor any officer,
employee or agent of the Trust shall be affected by any notice of the proposed
transfer.

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

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

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

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



                                       16

<PAGE>


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

                                   ARTICLE VII

         DETERMINATION OF NET ASSET VALUE, NET INCOME AND DISTRIBUTIONS

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

                                  ARTICLE VIII

                                   CUSTODIANS

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


                                       17

<PAGE>



                  Section 9.1 Duration. Subject to possible termination in
accordance with the other provisions of Article IX hereof, the trust created
hereby shall continue without limitation of time.

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

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

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

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

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

                  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


                                       18

<PAGE>

ambiguous, defective or inconsistent provision hereof, to make any changes
deemed necessary to effectuate the designations and powers, preferences and
rights, and the qualifications, limitations and restrictions adopted by the
Trustees with respect to the Preferred Shares pursuant to Section 6.1 hereof, or
if they deem it necessary to conform this Declaration to the requirements of
applicable federal laws or regulations or the requirements of the regulated
investment company provisions of the Internal Revenue Code, but the Trustees
shall not be liable for failing so to do.

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

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

                  (d) A certificate signed by a majority of the Trustees setting
forth an amendment and reciting that it was duly adopted by the Shareholders or
by the Trustees as aforesaid or a copy of the Declaration, as amended, and
executed by a majority of the Trustees, shall be conclusive evidence of such
amendment when lodged among the records of the Trust.

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

                  Section 9.4 Merger, Consolidation and Sale of Assets. Subject
to Section 9.7, the Trust may merge or consolidate with any other corporation,
association, trust or other organization or may sell, lease or exchange all or
substantially all of the Trust Property, including its good will, upon such
terms and conditions and for such consideration when and as authorized at any
meeting of Shareholders called for the purpose by the affirmative vote of the
holders of not less than two-thirds of the Common Shares and the Preferred
Shares outstanding and entitled to vote, voting as separate classes or by an
instrument or instruments in writing without a meeting, consented to by

                                       19

<PAGE>


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
statutes of the Commonwealth of Massachusetts.

                  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.

                  The Trust shall notify 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" (as that term is defined in the 1940 Act) no later than thirty (30)
days prior to the date of filing of such amendment with the Secretary of State
of the Commonwealth of Massachusetts; provided, however, that such amendment may
not be so filed until the later of ninety (90) days following the date of
approval of such amendment by the holders of Shares in accordance with the
preceding paragraph of this Section 9.6 or thirty (30) days following the date
on which notice of the approval of such amendment is first given to
Shareholders.

                                       20

<PAGE>




                  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 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

                                       21

<PAGE>


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
Massachusetts at such time as the Trustees shall designate from time to time. A
Special Meeting of Shareholders may be called at any time by a majority of the
Trustees and shall be called by any Trustee for any proper purpose upon written
request of Shareholders of the Trust holding in the aggregate: with respect to
matters not requiring voting by the Common Shareholders and Preferred
Shareholders as separate classes, not less than 51% of the outstanding Common
Shares and Preferred Shares voting as single class, such request specifying the
purpose or purposes for which such meeting is to be called; with respect to
matters requiring voting by the Common Shareholders and Preferred Shareholders
as separate classes, not less than 51% of the outstanding Common Shares and not
less than 51% of the outstanding Preferred Shares, unless some other percentage
for the Preferred Shares is set forth in the designation pursuant to Section 6.1
hereof, voting as separate classes, such request specifying the purpose or
purposes for which such meeting is to be called; or, in the case of a meeting
for the purpose of voting on the question of removal of any Trustee or Trustees,
upon written request of the class of Shareholders entitled to vote on the
removal of such Trustee or Trustees holding in the aggregate not less than 10%
of the outstanding Shares

                                       22

<PAGE>



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 Massachusetts 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 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


                                       23

<PAGE>



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
shareholders of a Massachusetts business corporation.

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

                                   ARTICLE XI

                                  MISCELLANEOUS

                  Section 11.1 Filing. This Declaration and any amendment hereto
shall be filed in the office of the Secretary of the Commonwealth of
Massachusetts and in such other places as may be required under the laws of
Massachusetts and may also be filed or recorded in such other places as the
Trustees deem appropriate. Each amendment so filed shall be accompanied by a
certificate signed and acknowledged by a Trustee stating that such action was
duly taken in a manner provided herein, and unless such amendment or such
certificate sets forth some later time for the effectiveness of such amendment,
such amendment shall be effective upon its filing. A restated Declaration,
integrating into a single instrument all of the provisions of the Declaration
which are then in effect and operative, may be executed from time to time by a
majority of the Trustees and shall upon filing with the Secretary of the
Commonwealth of Massachusetts, 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.

                                       24

<PAGE>



                  Section 11.2 Governing Law. This Declaration is executed by
the Trustees and delivered in The Commonwealth of Massachusetts 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.

                  Section 11.3 Counterparts. This Declaration may be
simultaneously executed 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 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


                                       25

<PAGE>



ceases to employ, for any reason, Van Kampen, an affiliate, or any successor as
investment advisor or distributor of the Trust.

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

         /s/ Weston B. Wetherell                   /s/ Ronald A. Nyberg
- ------------------------------------      -------------------------------------
Weston B. Wetherell                       Ronald A. Nyberg

                                            Being all the members of the Board
         /s/ Scott E. Martin                of Trustees of the Trust
- ------------------------------------
Scott E. Martin

State of Illinois                   )
                                    )   ss
County of DuPage                    )


                  Then personally appeared before me Ronald A. Nyberg, Scott E.
Martin and Weston B. Wetherell who acknowledged the foregoing instrument to be
their free act and deed and the free act and deed of the Trustees of Van Kampen
Merritt Trust For Investment Grade New York Municipals.

                                   Before me,

                                           /s/ Nadine Zielke
                                  -----------------------------
                                  Notary Public



My Commission Expires:          03/01/93
                           -----------------




                                       26

<PAGE>


                            CERTIFICATE OF AMENDMENT
                                       OF
                              DECLARATION OF TRUST

                        Pursuant to Chapter 182 Section 2
                        of the Massachusetts General Laws

                  Van Kampen Merritt Trust for Investment Grade New York
Municipals, a voluntary association with transferable shares organized and
existing under and by virtue of the laws of the Commonwealth of Massachusetts
(the "Trust"), DOES HEREBY CERTIFY:

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

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

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

                  Section 1.1 Name, Principal Office and Resident Agent. The
         name of the trust created hereby is the Van Kampen American Capital
         Trust for Investment Grade New York Municipals.

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

                                       27

<PAGE>



                  IN WITNESS WHEREOF, Van Kampen Merritt Trust for Investment
Grade New York Municipals has caused this Certificate of Amendment to be
executed in its name this 29 day of December, 1995.

                                          VAN KAMPEN MERRITT TRUST
                                          FOR INVESTMENT GRADE NEW
                                          YORK MUNICIPALS



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


















                                       28

<PAGE>


                            CERTIFICATE OF AMENDMENT
                                     TO THE
                              DECLARATION OF TRUST
                                       OF

   Van Kampen American Capital Trust for Investment Grade New York Municipals

           Pursuant to 950 CMR 109.04 of the Massachusetts General Law

                  1. The name of the trust is Van Kampen American Capital Trust
for Investment Grade New York Municipals (the "Trust") and its Declaration of
Trust was originally filed with the Commonwealth of Massachusetts on January 21,
1992.

                  2. Pursuant to this Certificate of Amendment, the name of the
Trust will be changes to "Van Kampen Trust for Investment Grade New York
Municipals". To effect this change, Article 1. of the Declaration of Trust is
hereby amended to read as follows:

                  1.    The name of the Trust is: Van Kampen Trust for
                        Investment Grade New York Municipals ("Trust").

                  3.    Such name change shall become effective as of the close
                        of business on Friday, August 28, 1998.

                  IN WITNESS WHEREOF, this Certificate of Amendment has been
duly executed this 6th day of August, 1998



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







                                       29

<PAGE>


                            CERTIFICATE OF AMENDMENT
                                     TO THE
                              DECLARATION OF TRUST
                                       OF

            Van Kampen Trust for Investment Grade New York Municipals

           Pursuant to 950 CMR 109.04 of the Massachusetts General Law


1. The name of the trust is Van Kampen Trust for Investment Grade New York
Municipals (the "Trust") and its Declaration of Trust was originally filed with
the Commonwealth of Massachusetts on January 21, 1992.

2. Pursuant to this Certificate of Amendment, the number of Trustees of the
Trust shall be increased to fifteen (15). To effect this change, Article II,
Section 2.1 of the Declaration of Trust is hereby amended to read as follows:

                                   ARTICLE II
                                    TRUSTEES

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

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

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



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






                                       30

<PAGE>

                            CERTIFICATE OF AMENDMENT
                           TO THE DECLARATION OF TRUST
                                       OF
                      VAN KAMPEN TRUST FOR INVESTMENT GRADE
                        NEW YORK MUNICIPALS (THE "TRUST")

                  1. The Declaration of Trust amended by this document was
originally filed with the Secretary of the Commonwealth of Massachusetts on
January 21, 1992.

                  2. Pursuant to this Certificate of Amendment, the principal
place of business of the Trust shall be changed to 1221 Avenue of the Americas,
New York, New York 10020. To effect the aforesaid amendment, Article 1, Section
1.1, of the Declaration of Trust of the Trust, relating to the principal office
of the Trust, is amended to read as follows:

                                    ARTICLE I

             NAME, PRINCIPAL OFFICE, RESIDENT AGENT AND DEFINITIONS

                  Section 1.1 Name, Principal Office and Resident Agent. The
name of the trust created hereby is the "Van Kampen Trust for Investment Grade
New York Municipals" (the Trust").

                  The post office address of the principal office of the Trust
is 1221 Avenue of the Americas, New York, New York 10020. The name of the
resident agent of the Trust in the Commonwealth of Massachusetts is CT
Corporation System, a Delaware corporation, and the post office address of the
resident agent is 101 Federal Street, Boston, Massachusetts 02110.

                                   ARTICLE II

                                    TRUSTEES

                  Section 2.1 of the Declaration of Trust with respect to the
names of the Trustees is hearby amended by removing Ronald A. Nyberg, One
Parkview Plaza, Oakbrook Terrace, Illinois 60181 and adding Mitchell M. Merin,
1221 Avenue of the Americas, New York, New York 10020.

                  3.  Such amendment shall become effective as of the close of
business on June 15, 2004.

                  4.  The amendment herein provided for was authorized in
accordance with law.



<PAGE>


                  IN WITNESS WHEREOF, the undersigned has signed these presents
all on June 15, 2004.
                                        /s/ Wayne W. Whalen
                                        --------------------------------
                                        Name: Wayne W. Whalen
                                        As Trustee, and not individually


                                 ACKNOWLEDGEMENT


STATE OF ILLINOIS)
                 ) SS
COUNTY OF COOK   )






                  On this 15th day of June, 2004, before me personally appeared
Wayne W. Whalen, to me known to be the person described in and who executed the
foregoing instrument, and acknowledged that he executed the same as his free act
and deed.




                                        /s/ Kurt Balder
                                        -------------------------------
                                        Notary Public


                                               My commission expires: 3/8/06





                                       2
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.(2)
<SEQUENCE>3
<FILENAME>c94416a1exv99wx2y.txt
<DESCRIPTION>BYLAWS AND AMENDMENTS THERETO
<TEXT>
<PAGE>
                                                                       EXHIBIT 2



                          VAN KAMPEN MERRITT TRUST FOR
                      INVESTMENT GRADE NEW YORK MUNICIPALS

                                     BY LAWS

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

                                   ARTICLE I

                              Shareholder Meetings

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

                  Section 1.2 Proxies; Voting. Shareholders may vote either in
person or by duly executed proxy and each full share represented at the meeting
shall have one vote, all as provided in Article 10 of the Declaration. No proxy
shall be valid after eleven (11) months from the date of its execution, unless a
longer period is expressly stated in such proxy.

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

<PAGE>


dividend resolution is adopted, as the case may be, shall be the record date.

                  Section 1.4 Inspectors of Election. In advance of any meeting
of Shareholders, the Trustees may appoint Inspectors of Election to act at the
meeting or any adjournment thereof. If Inspectors of Election are not so
appointed, the Chairman, if any, of any meeting of Shareholders may, and on the
request of any Shareholder or his proxy shall, appoint Inspectors of Election of
the meeting. The number of Inspectors shall be either one or three. If appointed
at the meeting on the request of one or more Shareholders or proxies, a majority
of Shares present shall determine whether one or three Inspectors are to be
appointed, but failure to allow such determination by the Shareholders shall not
affect the validity of the appointment of Inspectors of Election. In case any
person appointed as Inspector fails to appear or fails or refuses to act, the
vacancy may be filled by appointment made by the Trustees in advance of the
convening of the meeting or at the meeting by the person acting as chairman. The
Inspectors of Election shall determine the number of Shares outstanding, the
Shares represented at the meeting, the existence of a quorum, the authenticity,
validity and effect of proxies, shall receive votes, ballots or consents, shall
hear and determine all challenges and questions in any way arising in connection
with right to vote, shall count and tabulate all votes or consents, determine
the results, and do such other acts as may be proper to conduct the election or
vote with fairness to all Shareholders. If there are three Inspectors of
Election, the decision, act or certificate of a majority is effective in all
respects as the decision, act or certificate of all. On request of the Chairman,
if any, of the meeting, or of any Shareholder or his proxy, the Inspectors of
Election shall make a report in writing of any challenge or question or matter
determined by them and shall execute a certificate of any facts found by them.

                  Section 1.5 Records at Shareholder Meetings. At each meeting
of the Shareholders there shall be open for inspection the minutes of the last
previous Meeting of Shareholders of the Trust and a list of the Shareholders of
the Trust, certified to be true and correct by the Secretary or other proper
agent of the Trust, as of the record date of the meeting or the date of closing
of transfer books, as the case may be. Such list of



                                       2

<PAGE>



Shareholders shall contain the name of each Shareholder in alphabetical order
and the address of Shares owned by such Shareholder. Shareholders shall have
such other rights and procedures of inspection of the books and records of the
Trust as are granted to shareholders of a Massachusetts business corporation.

                                   ARTICLE II

                                    Trustees

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

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

                                  ARTICLE III

                                    Officers

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

                  Section 3.2 Election and Tenure. At the initial organization
meeting and thereafter at each annual meeting of the Trustees, the Trustees
shall elect the




                                       3

<PAGE>

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

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

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

                  Section 3.5 Chairman, President, and Vice President. The
Chairman, if any, shall, if present, preside at all meetings of the Shareholders
and of the Trustees and shall exercise and perform such other powers and duties
as may be from time to time assigned to him by the Trustees. Subject to such
supervisory powers, if any, as may be given by the Trustees to the Chairman, if
any, the President shall be the chief executive officer of the Trust and,
subject to the control of the Trustees, shall have general supervision,
direction and control of the business of the Trust and of its employees and
shall exercise such general powers of management as are usually vested in the
office of President of a corporation. Subject to direction of the Trustees, the
Chairman, if any, and the President shall each have power in the name and on
behalf of the Trust or any of its Series to execute any and all loans,
documents, contracts, agreements, deeds, mortgages, registration statements,
applications, requests, filings and other instruments in writing, and to employ
and discharge employees and agents of the Trust. Unless otherwise directed by
the Trustees, the




                                       4

<PAGE>

Chairman, if any, and the President shall each have full authority and power, on
behalf of all of the Trustees, to attend and to act to vote, on behalf of the
Trust at any meetings of business organizations in which the Trust holds an
interest, or to confer such powers upon any other persons, by executing any
proxies duly authorizing such persons. The Chairman, if any, and the President
shall have such further authorities and duties as the Trustees shall from time
to time determine. In the absence or disability of the President, the Vice
Presidents in order of their rank as fixed by the Trustees or, if more than one
and not ranked, the Vice President designated by the Trustees, shall perform all
of the duties of the President, and when so acting shall have all the powers of
and be subject to all of the restrictions upon the President. Subject to the
direction of the Trustees, and of the President, each Vice President shall have
the power in the name and on behalf of the Trust to execute any and all
instruments in writing, and, in addition, shall have such other duties and
powers as shall be designated from time to time by the Trustees or by the
President.

                  Section 3.6 Secretary. The Secretary shall keep the minutes of
all meetings of, and record all votes of, Shareholders, Trustees and the
Executive Committee, if any. He shall be custodian of the seal of the Trust, if
any, and he (and any person so authorized by the Trustees) shall affix the seal
or, if permitted, facsimile thereof, to any instrument executed by the Trust
which would be sealed by a Massachusetts business corporation executing the same
or a similar instrument and shall attest the seal and the signature or
signatures of the officer or officers executing any other duties commonly
incident to such office in a Massachusetts business corporation, and shall have
such other authorities and duties as the Trustees shall from time to time
determine.

                  Section 3.7 Treasurer. Except as otherwise directed by the
Trustees, the Treasurer shall have the general supervision of the monies, funds,
securities, notes receivable and other valuable papers and documents of the
Trust, and shall have and exercise under the supervision of the Trustees and of
the President all powers and duties normally incident to his office. He may
endorse for deposit or collection all notes, checks and other instruments
payable to the Trust or to its order. He shall deposit all funds of the Trust in
such deposi-






                                       5

<PAGE>

tories as the Trustee shall designate. He shall be responsible for such
disbursement of the funds of the Trust as may be ordered by the Trustees or the
President. He shall keep accurate account of the books of the Trust's
transactions which shall be the property of the Trust, and which together with
all other property of the Trust in his possession, shall be subject at all times
to the inspection and control of the Trustees. Unless the Trustees shall
otherwise determine, the Treasurer shall be the principal accounting officer of
the Trust and shall also be the principal financial officer of the Trust. He
shall have such other duties and authorities as the Trustees shall from time to
time determine. Notwithstanding anything to the contrary herein contained, the
Trustees may authorize any adviser, administrator, manager or transfer agent to
maintain bank accounts and deposit and disburse funds of the Trust.

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

                                   ARTICLE IV

                                  Miscellaneous

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

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




                                       6

<PAGE>

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

                                   ARTICLE V

                                 Stock Transfers

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

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

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











                                       7


<PAGE>

                                   ARTICLE VI

                              Amendment of By-Laws

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

                  The Declaration of Trust establishing the Van Kampen Merritt
Trust For Investment Grade New York Municipals, dated as of January 21, 1992, a
copy of which, together with all amendments thereto, is on file in the office of
the Secretary of the Commonwealth of Massachusetts, provides that the name "Van
Kampen Merritt Trust For Investment Grade New York Municipals" refers to the
Trustees under the Declaration collectively as Trustees, but not as individuals
or personally; and no Trustee, Shareholder, officer, employee or agent of the
Van Kampen Merritt Trust For Investment Grade New York Municipals shall be held
to any personal liability, nor shall resort be had to their private property for
the satisfaction of any obligation or claim or otherwise in connection with the
affairs of said Van Kampen Merritt Trust For Investment Grade New York
Municipals but the Trust Property only shall be liable.








                                       8
<PAGE>

                              ARTICLES OF AMENDMENT

         FIRST: On April 21, 2005, the Board of Trustees of each of the
closed-end funds listed in Exhibit A hereto (each a "Fund"), pursuant to the
provisions of Section 6.1 of the By-Laws of each Fund, authorized an amendment
to each Fund's By-Laws to allow for certain telephone and electronic voting of
proxies.

         SECOND:  Pursuant to the provisions of Section 6.1 of the By-Laws, the
following amendments to the By-Laws have been duly adopted and approved by a
majority of the Trustees of the Fund.

         Section 1.2 of each Fund's By-Laws is hereby amended to add the
following sentence at the end of such Section 1.2:

The placing of a shareholder's name on a proxy pursuant to telephone or
electronically transmitted instructions obtained pursuant to procedures
reasonably designed to verify that such instructions have been authorized by
such shareholder shall constitute execution of such proxy by or on behalf of
such shareholder.





                                       9

<PAGE>

                                    Exhibit A

Van Kampen Municipal Income Trust
Van Kampen California Municipal Trust
Van Kampen High Income Trust
Van Kampen High Income Trust II
Van Kampen Investment Grade Municipal Trust
Van Kampen Senior Loan Fund
Van Kampen Senior Income Trust
Van Kampen Municipal Trust
Van Kampen California Quality Municipal Trust
Van Kampen Florida Quality Municipal Trust
Van Kampen New York Quality Municipal Trust
Van Kampen Ohio Quality Municipal Trust
Van Kampen Trust for Insured Municipals
Van Kampen Trust for Investment Grade Municipals
Van Kampen Trust for Investment Grade California Municipals
Van Kampen Trust for Investment Grade Florida Municipals
Van Kampen Trust for Investment Grade New Jersey Municipals
Van Kampen Trust for Investment Grade New York Municipals
Van Kampen Municipal Opportunity Trust
Van Kampen Advantage Municipal Income Trust
Van Kampen Strategic Sector Municipal Trust
Van Kampen Value Municipal Income Trust
Van Kampen California Value Municipal Income Trust
Van Kampen Massachusetts Value Municipal Income Trust
Van Kampen New York Value Municipal Income Trust
Van Kampen Ohio Value Municipal Income Trust
Van Kampen Municipal Opportunity Trust II
Van Kampen Advantage Municipal Income Trust II
Van Kampen Select Sector Municipal Trust
Van Kampen Pennsylvania Value Municipal Income Trust
Van Kampen Trust for Investment Grade Pennsylvania Municipals
Van Kampen Pennsylvania Quality Municipal Trust
Van Kampen Advantage Pennsylvania Municipal Income Trust




                                       10





</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.(5)(A)
<SEQUENCE>4
<FILENAME>c94416a1exv99wx5yxay.txt
<DESCRIPTION>SPECIMEN SHARE CERTIFICATE FOR COMMON SHARES
<TEXT>
<PAGE>
                                                                    EXHIBIT 5(a)

=============================  [GRAPHIC OMITTED]  ==============================

THIS CERTIFICATE IS TRANSFERABLE                   IN BOSTON OR IN NEW YORK CITY



                                                              SHARES
          NUMBER

       =============                                       =============
       VTN
       =============                                       =============

SEE REVERSE FOR CERTAIN DEFINITIONS
                                                        CUSIP: 920931  10  2



           VAN KAMPEN TRUST FOR INVESTMENT GRADE NEW YORK MUNICIPALS

         Organized Under the Laws of the Commonwealth of Massachusetts
- --------------------------------------------------------------------------------
This certifies that











is the owner of
- --------------------------------------------------------------------------------
      Common Shares of beneficial interest of $0.01 par value per share of

           VAN KAMPEN TRUST FOR INVESTMENT GRADE NEW YORK MUNICIPALS

                              CERTIFICATE OF SHARES

(hereinafter called the "Trust") transferable on the books of the Trust by the
holder hereof in person or by duly authorized attorney upon surrender of this
certificate properly endorsed. This certificate is not valid unless
countersigned by the Transfer Agent and registered by the Registrar.

      Witness the facsimile seal of the Trust and the facsimile signatures of
its duly authorized officers.

           VAN KAMPEN TRUST FOR INVESTMENT GRADE NEW YORK MUNICIPALS

                                 MASSACHUSETTS
                                      SEAL
                                     TRUST
                                       *

Dated:


/s/ Ronald A. Nyberg                                    /s/ Dennis J. McDonnell
Secretary                                               President




                     COUNTERSIGNED AND REGISTERED:
                                STATE STREET BANK AND TRUST COMPANY
                                                                  TRANSFER AGENT
                                                                  AND REGISTRAR,

                     BY:


                                                            Authorized Signature

                                                  (c) NORTHERN BANK NOTE COMPANY
================================================================================
<PAGE>
        VAN KAMPEN MERRITT TRUST FOR INVESTMENT GRADE NEW YORK MUNICIPALS

      This Certificate and the Shares represented hereby are issued and shall be
held subject to all the provisions of the Agreement and Declaration of Trust
dated January 21, 1992, and By-Laws of the Trust, and all amendments thereto, to
all of which the holder by acceptance hereof assents. Reference is made to the
Agreement and Declaration of Trust and By-Laws of the Trust and all amendments
thereto for a description of the rights and obligations of the Trust and its
Common Shareholders. This Certificate is executed by the Officers and/or
Trustees of the Trust by them not individually but as such Trustees and/or
Officers of the Trust, and the obligations of the Trust hereunder are not
binding upon any of the Trustees, Officers or Shareholders individually, but
bind only the trust estate.



      THE TRUST WILL FURNISH WITHOUT CHARGE TO EACH SHAREHOLDER WHO SO REQUESTS
A STATEMENT OF THE POWERS, DESIGNATIONS, PREFERENCES AND RELATIVE,
PARTICIPATING, OPTIONAL OR OTHER SPECIAL RIGHTS OF EACH CLASS OF SHARES OR
SERIES THEREOF AND THE QUALIFICATIONS, LIMITATIONS OR RESTRICTIONS OF SUCH
PREFERENCES AND/OR RIGHTS. ANY SUCH REQUEST SHOULD BE MADE TO THE SECRETARY OF
THE TRUST OR THE TRANSFER AGENT.

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

      The following abbreviations, when used in the inscription on the face of
this certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:

TEN COM- as tenants in common         UNIF GIFT MIN ACT-_______Custodian________
                                                         (Cust)          (Minor)
TEN ENT- as tenants by the entireties
                                                   under Uniform Gifts to Minors
 JT TEN- as joint tenants with                     Act _________________________
         right of survivorship and                               (State)
         not as tenants in common

    Additional abbreviations may also be used though not in the above list.

      For value received, __________________ hereby sell, assign and transfer
unto __________________________________________________________________________

PLEASE INSERT SOCIAL SECURITY OR
OTHER IDENTIFYING NUMBER OF ASSIGNEE
- ------------------------------------
________________________________________________________________________________

________________________________________________________________________________
             PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS OF ASSIGNEE
________________________________________________________________________________

________________________________________________________________________________

_________________________________________________________________________ Shares
of the Trust represented by the within Certificate, and do hereby irrevocably
constitute and appoint _________________________________________________________
_______________________________________________________________________ Attorney
to transfer the said shares on the books of the within-named Trust with full
power of substitution in the premises.

Dated, ____________________
                              X_________________________________________________
                               NOTICE: THE SIGNATURE TO THIS ASSIGNMENT MUST
                               CORRESPOND WITH THE NAME AS WRITTEN UPON THE FACE
                               OF THE CERTIFICATE IN EVERY PARTICULAR, WITHOUT
                               ALTERATION OR ENLARGEMENT, OR ANY CHANGE
                               WHATEVER.

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.(5)(B)
<SEQUENCE>5
<FILENAME>c94416a1exv99wx5yxby.txt
<DESCRIPTION>SPECIMEN SHARE CERTIFICATE FOR PREFERRED SHARES
<TEXT>
<PAGE>
                                                                   EXHIBIT 5 (b)

                                   Specimen

              Certificate                                Number of
                Number                                    Shares
                  1                                    680 Series A
                                                       680 Series B

                                   Van Kampen
                 Trust for Investment Grade New York Municipals
                  Organized as a Massachusetts Business Trust
                            Auction Preferred Shares
                         $25,000 Liquidation Preference

                                                            Cusip No.

         This certifies that Cede & Co. is the owner of six hundred eighty
Series A and six hundred eighty Series B fully paid and non-assessable preferred
shares of beneficial interest, par value $.01 per shares, liquidation preference
$25,000 per share, designated Auction Preferred Shares, of Van Kampen Trust for
Investment Grade New York Municipals (the "Fund") transferable only on the books
of the Fund by the holder hereof in person by Attorney upon surrender of this
Certificate properly endorsed. This Certificate is not valid unless
countersigned by the registrar and transfer agent.

         In witness whereof the said Fund has caused this Certificate to be
signed by its duly authorized officer and its corporate seal to be hereunto
affixed this XX day of XXXX, A.D. XXXX.

   Merrill Lynch, Pierce,
Fenner & Smith Incorporated                       Van Kampen
    As Registrar and            Trust for Investment Grade New York Municipals
     Transfer Agent

(illegible signature)      (illegible signature)     (illegible signature)
- --------------------       --------------------      --------------------
Authorized Signature            President             Assistant Secretary

         TRANSFER OF THE SHARES REPRESENTED BY THIS CERTIFICATE IS SUBJECT TO
THE RESTRICTIONS SPECIFIED IN THE CERTIFICATE OF VOTE OF THE FUND AND IN THE
MASTER PURCHASER'S LETTER, COPIES OF WHICH ARE FILED WITH THE SECRETARY OF THE
FUND.

         THE FUND WILL FURNISH WITHOUT CHARGE TO EACH SHAREHOLDER WHO SO
REQUESTS THE POWERS, DESIGNATIONS, PREFERENCES AND RELATIVE, PARTICIPATING,
OPTIONAL OR

OTHER SPECIAL RIGHTS OF EACH CLASS OF SHARES OR SERIES THEREOF WHICH IT IS
AUTHORIZED TO ISSUE AND THE QUALIFICATIONS, LIMITATIONS OR RESTRICTIONS OF SUCH
PREFERENCES AND/OR RIGHTS. SUCH REQUEST SHOULD BE ADDRESSED TO THE SECRETARY OF
THE FUND.

         NOTICE IS HEREBY GIVEN THAT THIS CERTIFICATE REPRESENTING THE
REMARKETED PREFERRED SHARES, AND THE OBLIGATIONS ARISING OUT OF THE ISSUANCE
AND SALE OF THE REMARKETED PREFERRED SHARES, ARE NOT BINDING UPON ANY OF THE
TRUSTEES, OFFICERS OR SHAREHOLDERS INDIVIDUALLY BUT ARE BINDING ONLY UPON THE
ASSETS AND PROPERTY OF THE FUND.

         For value received, ______________ does hereby sell, assign and
transfer unto __________________ shares of the Auction Preferred Shares,
represented by the within Certificate, and does hereby irrevocably constitute
and appoint _______________ Attorney to transfer the said shares of beneficial
interest on the books of the within named Fund with full power of substitution
in the premises.

Dated: ___________, 19

In presence of

_____________________________________    __________________________________

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.(6)
<SEQUENCE>6
<FILENAME>c94416a1exv99wx6y.txt
<DESCRIPTION>INVESTMENT ADISORY AGREEMENT AND AMENDMENTS THERETO
<TEXT>
<PAGE>
                                                                       EXHIBIT 6


                          INVESTMENT ADVISORY AGREEMENT


THIS INVESTMENT ADVISORY AGREEMENT, dated as of May 31, 1997 (the "Agreement"),
by and between VAN KAMPEN AMERICAN CAPITAL TRUST FOR INVESTMENT GRADE NEW YORK
MUNICIPALS (the "Fund"), a Massachusetts business trust (the "Trust"), and VAN
KAMPEN AMERICAN CAPITAL INVESTMENT ADVISORY CORP. (the "Adviser"), a Delaware
corporation.

1. (a) RETENTION OF ADVISER BY FUND. Subject to the terms and conditions set
forth herein, the Fund hereby employs the Adviser to act as the investment
adviser for and to manage the investment and reinvestment of the assets of the
Fund in accordance with the Fund's investment objective and policies and
limitations, and to administer its affairs to the extent requested by, and
subject to the review and supervision of, the Board of Trustees of the Fund for
the period and upon the terms herein set forth. The investment of funds shall be
subject to all applicable restrictions of applicable law and of the Declaration
of Trust and By-Laws of the Trust, and resolutions of the Board of Trustees of
the Fund as may from time to time be in force and delivered or made available to
the Adviser.

   (b) ADVISER'S ACCEPTANCE OF EMPLOYMENT. The adviser accepts such employment
and agrees during such period to render such services, to supply investment
research and portfolio management (including without limitation the selection of
securities for the Fund to purchase, hold or sell and the selection of brokers
through whom the Fund's portfolio transactions are executed, in accordance with
the affairs of the Fund, to furnish offices and necessary facilities and
equipment to the Fund, to provide administrative services for the Fund, to
render periodic reports to the Board of Trustees of the Fund, and to permit any
of its officers or employees to serve without compensation as trustees or
officers of the Fund if elected to such positions.

   (c) ESSENTIAL PERSONNEL. For a period of one year commencing on the effective
date of this Agreement, the Adviser and the Fund agree that the retention of (i)
the chief executive officer, president, chief financial officer and secretary of
the Adviser and (ii) each director, officer and employee of the Adviser or any
of its Affiliates (as defined in the Investment Company Act of 1940, as amended
(the "1940 Act")) who serves as an officer of the Fund (each person referred to
in (i) or (ii) hereinafter being referred to as an "Essential Person"), in his
or her current capacities, is in the best interest of the Fund and the Fund's
shareholders. In connection with the Adviser's acceptance of employment
hereunder, the Adviser hereby agrees and covenants for itself and on behalf of
its Affiliates that neither the Adviser nor any of its Affiliates shall make any
material or significant personnel changes or replace or seek to replace any
Essential Person or cause to be replaced any Essential Person, in each case
without first informing the Board of Trustees of the Fund in a timely manner. In
addition, neither the Adviser nor any Affiliate of the Adviser shall change or
seek to change or cause to be changed, in any material respect, the duties and
responsibilities of any Essential Person, in each case without first informing
the Board of Trustees of the Fund in a timely manner.

   (d) INDEPENDENT CONTRACTOR. The Adviser shall be deemed to be an independent
contractor under this Agreement and, unless otherwise expressly provided or
authorized, shall have no authority to act for or represent the Fund in any way
or otherwise be deemed as agent of the Fund.

   (e) NON-EXCLUSIVE AGREEMENT. The services of the Adviser to the Fund under
this Agreement are not to be deemed exclusive, and the Adviser shall be free to
render similar services or other services to others so long as its services
hereunder are not impaired thereby.



<PAGE>


2. (a) FEE. For the services and facilities described in Section 1, the Fund
will accrue daily and pay to the Advisor at the end of each calendar month an
investment management fee equal to sixty-five one-hundredths of one percent (.65
of 1%) of the average daily managed assets of the Fund (which for purposes of
determining such fee, shall mean the average daily value of the Fund, minus the
sum of accrued liability other than the aggregate amount of any borrowings
undertaken by the Fund).

   (b) DETERMINATION OF NET ASSET VALUE. The net asset value of the Fund shall
be calculated as of the close of the New York Stock Exchange on the last day the
Exchange is open for trading in each calendar week or such other time or times
as the trustees may determine in accordance with the provisions of applicable
law and the Declaration of Trust and By-Laws of the Trust, and resolutions of
the Board of Trustees of the Fund as from time to time in force. For the purpose
of the foregoing computations, on each such day when net asset value is not
calculated, the net asset value of a share of beneficial interest of the Fund
shall be deemed to be the net asset value of such share as of the close of
business of the last day on which such calculation was made.

   (c) PRORATION. For the month and year in which this Agreement becomes
effective or terminates, there shall be an appropriate proration of the
Adviser's fee on the basis of the number of days that the Agreement is in effect
during such month and year, respectively.

3. EXPENSES. In addition to the fee of the Adviser, the Fund shall assume and
pay any expenses for services rendered by a custodian for the safekeeping of the
Fund's securities or other property, for keeping its books of account, for any
other charges of the custodian and for calculating the net asset value of the
Fund as provided above. The Adviser shall not be required to pay, and the Fund
shall assume and pay, the charges and expenses of its operations, including
compensation of the trustees (other than those who are interested persons of the
Adviser), charges and expenses of independent accountants, of legal counsel and
of any transfer or dividend disbursing agent, costs of acquiring and disposing
of portfolio securities, cost of listing shares of the New York Stock Exchange
or other exchange, interest (if any) on obligations incurred by the Fund, costs
of share certificates, membership dues in the Investment Company Institute or
any similar organization, costs of reports and securities laws, miscellaneous
expenses and all taxes and fees to federal, state or other governmental agencies
on account of the registration of securities issues by the Fund, filing of
corporate documents or otherwise.
The Fund shall not pay or incur any obligation for any management or
administrative expenses for which the Fund intends to seek reimbursement from
the Adviser without first obtaining the written approval of the Adviser. The
Adviser shall arrange, if desired by the Fund, for officers or employees of the
Adviser to serve, without compensation from the Fund, as trustees, officers or
agents of the Fund it duly elected or appointed to such positions and subject to
their individual consent and to any limitations imposed by the law.

4. INTERESTED PERSONS. Subject to applicable statutes and regulations, it is
understood that trustees, officers, shareholders and agents of the Fund are or
may be interested in the Adviser as directors, officers, shareholders, agents or
otherwise and that the directors, officers, shareholders and agents of the
Adviser may be interested in the Fund as trustees, officers, shareholders,
agents or otherwise.

5. LIABILITY. The Adviser shall not be liable for any error of judgment or of
law, or for any loss suffered by the Fund in connection with the matters to
which this Agreement relates, except a loss resulting from willful misfeasance,
bad faith or gross negligence on the part of the Adviser in the performance of
its obligations and duties, or by reason of its reckless disregard of its
obligations and duties under this Agreement.

6. (a) TERM. This Agreement shall become effective on the date hereof and shall
remain in full force until May 31, 1999 unless sooner terminated as hereinafter
provided. This Agreement shall continue in force from year to year thereafter,
but only for so long as such continuance is specifically approved as least
annually, in the manner required by the 1940 Act.

   (b) TERMINATION. This Agreement shall automatically terminate in the event of
its assignment. This





<PAGE>


Agreement may be terminated at any time without the payment of any penalty by
the Fund or by the Adviser on sixty (60) days written notice to the other party.
The Fund may effect termination by action of the Board of Trustees or by vote of
a majority of the outstanding shares of stock of the Fund, accompanied by
appropriate notice. This Agreement may be terminated at any time without the
payment of any penalty and without advance notice by the Board of Trustees or by
vote of a majority of the outstanding shares of the Fund in the event that it
shall have been established by a court of competent jurisdiction that the
Adviser or any officer or director of the Adviser has taken any action which
results in a breach of the covenants of the Adviser set forth herein.

   (c) PAYMENT UPON TERMINATION. Termination of this Agreement shall not affect
the right of the Adviser to receive payment on any unpaid balance of the
compensation described in Section 2 earned prior to such termination.

7. SEVERABILITY. If any provision of this Agreement shall be held or made
invalid by a court decision, statute, rule or otherwise, the remainder shall not
thereby affected.

8. NOTICES. Any notice under this Agreement shall be in writing, addressed and
delivered or mailed, postage prepaid, to the other party at such address as such
other party may designate for the receipt of such notice.

9. DISCLAIMER. The Adviser acknowledges and agrees that, as provided by Section
5.5 of the Declaration of Trust of the Trust, the shareholders, trustees,
officers, employees and other agents of the Trust and the Fund shall not
personally be bound by or liable hereunder, nor shall resort be had to their
private property for the satisfaction of any obligation or claim hereunder.

10. GOVERNING LAW. All questions concerning the validity, meaning and effect of
this Agreement shall be determined in accordance with the laws (without giving
effect to the conflict-of-law principles thereof) of the State of Delaware
applicable to contracts made and to be performed in that state.

11. NAME. In connection with its employment hereunder, the Adviser hereby agrees
and covenants not to change its name without the prior consent of the Board of
Trustees of the Fund.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed
by their officers designated below on the day and year first above written.



VAN KAMPEN AMERICAN CAPITAL                 VAN KAMPEN AMERICAN CAPITAL
INVESTMENT ADVISORY CORP.                   TRUST FOR INVESTMENT GRADE NEW
                                            YORK MUNICIPALS

By:  /s/ Dennis J. McDonnell                By: /s/ Ronald A. Nyberg
     -------------------------------            ---------------------
Name:  Dennis J. McDonnell                  Name:   Ronald A. Nyberg
Title: President                            Title:  Secretary


<PAGE>


                              AMENDMENT NUMBER ONE
                                     TO THE
                         INVESTMENT ADVISORY AGREEMENT

This Amendment Number One, dated November 1, 2004, to the Investment Advisory
Agreement, dated May 31, 1997 (the "Agreement"), by and between Van Kampen Trust
for Investment Grade New York Municipals (the "Fund"), a Massachusetts business
trust (the "Trust") and Van Kampen Asset Management (the "Adviser," successor in
interest of Van Kampen Investment Advisory Corp.), a Delaware statutory trust,
hereby amends the terms and conditions of the Agreement in the manner specified
herein.

                               W I T N E S S E T H

WHEREAS, the Board of Trustees of the Fund at a meeting held on September 23,
2004 has approved a reduction in the investment management fee payable by the
Fund to the Adviser; and

WHEREAS, the parties desire to amend and restate Section 2. (a) of the Agreement
relating to the investment management fee.

NOW THEREFORE, in consideration of the foregoing and the mutual covenants and
agreements hereinafter contained, the parties hereby agree to amend the
Agreement, as follows:

  Section 2.(a) of the Agreement is hereby deleted in its entirety and replaced
with the following:

2. (a) Fee. For the services and facilities described in Section 1, the Fund
will accrue daily and pay to the Adviser at the end of each calendar month an
investment management fee equal to 0.55% of the average daily managed assets of
the Fund (which for purposes of determining such fee, shall mean the average
daily value of the Fund, minus the sum of accrued liability other than the
aggregate amount of any borrowings undertaken by the Fund).

IN WITNESS WHEREOF, the parties have caused this Agreement to be executed as of
the day and year first above written.


VAN KAMPEN TRUST FOR INVESTMENT               VAN KAMPEN ASSET MANAGEMENT
GRADE NEW YORK MUNICIPALS

By:                                           By:
          /s/ Ronald E. Robison                      /s/ Edward C. Wood, III
   --------------------------------              ---------------------------
    Ronald E. Robison                            Edward C. Wood, III
    Executive Vice President                     Managing Director
    and Principal Executive Officer









</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.(8)(A)
<SEQUENCE>7
<FILENAME>c94416a1exv99wx8yxay.txt
<DESCRIPTION>TRUSTEE DEFERRED COMPENSATION PLAN
<TEXT>
<PAGE>
                                                                    EXHIBIT 8(a)

                                     FORM OF
                              AMENDED AND RESTATED
                         DEFERRED COMPENSATION AGREEMENT

      AGREEMENT, made on this 11th day of August, 1994, and as amended and
restated as of [Date], by and between each of the funds listed on Schedule A
attached hereto as may be amended from time to time, each a registered
investment company having its principal offices at 1 Parkview Plaza, P.O. Box
5555, Oakbrook Terrace, Illinois 60181-5555 (collectively the "Funds" or
individually the "Fund"), and [Trustee Name], residing at [Trustee Address] (the
"Trustee").

      WHEREAS, the Fund and the Trustee desire to enter into an agreement
whereby the Fund will provide to the Trustee a vehicle under which the Trustee
can defer receipt of trustees' fees payable by the Fund.

      NOW, THEREFORE, in consideration of the mutual covenants and obligations
set forth in this Agreement, the Fund and the Trustee hereby agree as follows:

1.    DEFINITION OF TERMS AND CONSTRUCTION

      1.1 Definitions. Unless a different meaning is plainly implied by the
context, the following terms as used in this Agreement shall have the following
meanings:

            (a) "Beneficiary" shall mean such person or persons designated
pursuant to Section 4.3 hereof to receive benefits after the death of the
Trustee.

            (b) "Board of Trustees" shall mean the Board of Trustees of the
Fund.

            (c) "Code" shall mean the Internal Revenue Code of 1986, as amended
from time to time, or any successor statute.

            (d) "Compensation" shall mean the amount of trustee's fees paid by
the Fund to the Trustee during a Deferral Year prior to reduction for
Compensation Deferrals made under this Agreement.

            (e) "Compensation Deferral" shall mean the amount or amounts of the
Trustee's Compensation deferred under the provisions of Section 3 of this
Agreement.

            (f) "Deferral Account" shall mean the account maintained to reflect
the Trustee's Compensation Deferral made pursuant to Section 3 hereof and any
other credits or debits thereto.

<PAGE>

            (g) "Deferral Year" shall mean each calendar year during which the
Trustee makes, or is entitled to make, a Compensation Deferral under Section 3
hereof.

            (h) "Valuation Date" shall mean any day upon which the Fund makes a
valuation of the Deferral Account and shall, at a minimum, be the last business
day of each calendar quarter.

      1.2 Plurals and Gender. Where appearing in this Agreement the singular
shall include the plural and the masculine shall include the feminine, and vice
versa, unless the context clearly indicates a different meaning.

      1.3 Headings. The headings and subheadings in this Agreement are inserted
for the convenience of reference only and are to be ignored in any construction
of the provisions hereof.

2.    PERIOD DURING WHICH COMPENSATION DEFERRALS ARE PERMITTED

      2.1 Commencement of Compensation Deferrals. The Trustee may elect, on a
form provided by, and submitted to, the President of the Fund, to commence
Compensation Deferrals under Section 3 hereof for the period beginning on the
later of (i) the date this Agreement is executed or (ii) the date such form is
submitted to the President of the Fund.

      2.2 Termination of Deferrals. The Trustee shall not be eligible to make
Compensation Deferrals after the earlier of the following dates:

            (a) The date of which he ceases to serve as a Trustee of the Fund;
or

            (b) The effective date of the termination of this Agreement.

3.    COMPENSATION DEFERRALS

      3.1   Compensation Deferral Elections.

            (a) On or prior to the first day of any Deferral Year, the Trustee
may elect, on the form described in Section 2.1 hereof, to defer the receipt of
all or a portion of the Compensation for such Deferral Year. Such writing shall
set forth the amount of such Compensation Deferral (in whole percentage
amounts). Such election shall continue in effect for all subsequent Deferral
Years unless it is canceled or modified as provided below.

            (b) Compensation Deferrals shall be withheld from each

<PAGE>

payment of Compensation by the Fund to the Trustee based upon the percentage
amount elected by the Trustee under Section 3.1(a) hereof.

            (c) The Trustee may cancel or modify the amount of his Compensation
Deferrals on a prospective basis by submitting to the President of the Fund a
revised Compensation Deferral election form. Such change will be effective as of
the first day of the Deferral Year following the date such revision is submitted
to the President of the Fund.

      3.2   Valuation of Deferral Account.

            (a) The Fund shall establish a bookkeeping Deferral Account to which
will be credited an amount equal to the Trustee's Compensation Deferrals under
this Agreement. Compensation Deferrals shall be allocated to the Deferral
Account on the first business day following the date such Compensation Deferrals
are withheld from the Trustee's Compensation. The Deferral Account shall be
debited to reflect any distributions from such Account. Such debits shall be
debited to the Deferral Account as of the date such distributions are made.

            (b) As of each Valuation Date, income, gain and loss equivalents
(determined as if the Deferral Account is invested in the manner set forth under
Section 3.3 below) attributable to the period following the next preceding
Valuation Date shall be credited to and/or deducted from the Trustee's Deferral
Account.

      3.3   Investment of Deferral Account Balance.

            (a) (1) The Trustee may select, from various options made available
by the Fund, the investment media in which all or part of his Deferral Account
shall be deemed to be invested.

            (2) The Trustee shall make an investment designation on a form
provided by the President of the Fund which shall remain effective until another
valid direction has been made by the Trustee as herein provided. The Trustee may
amend the investment designation as of the end of each calendar quarter by
giving written direction to the President of the Fund at least 30 days prior to
the end of such calendar quarter. A timely change in a Trustee's investment
designation shall become effective on the first day of the calendar quarter
following receipt by the President of the Fund.

            (3) The investment media deemed to be made available to the Trustee,
and any limitation on the maximum or minimum percentages of the Trustee's
Deferral Account that may be invested in any particular medium, shall be the
same as from time to time communicated to the Trustee by the President of the
Fund.

            (b) Except as provided below, the Trustee's Deferral Account shall
be deemed to be invested in accordance with the investment designations,

<PAGE>

provided such designations conform to the provisions of this Section. If:

                  (1) the Trustee does not furnish the President of the Fund
      with written investment instructions,

                  (2) the written investment instructions from the Trustee are
      unclear, or

                  (3) less than all of the Trustee's Deferral Account is covered
      by such written investment instructions,

then the Trustee's Deferral Account shall be deemed to be invested in the Fund
until such time as the Trustee shall provide the President of the Fund with
complete investment instructions. Notwithstanding the above, the Board of
Directors, in its sole discretion, may disregard the Trustee's election and
determine that all Compensation Deferrals shall be deemed to be invested in the
Fund.

      The Fund shall provide an annual statement to the Trustee showing such
information as is appropriate, including the aggregate amount in the Deferral
Account, as of a reasonably current date.

4.    DISTRIBUTIONS FROM DEFERRAL ACCOUNT

      4.1 In General. Distributions from the Trustee's Deferral Account shall be
paid in cash, in generally equal annual installments over a period of five (5)
years beginning on the date of the Trustee's retirement or disability, except
that the Board of Directors may, in its sole discretion, accelerate or, with the
consent of the Trustee, extend the distribution of such Deferral Account.
Notwithstanding the foregoing, in the event of the liquidation, dissolution or
winding up of the Fund or the distribution of all or substantially all of the
Fund's assets and property relating to one or more series of its shares to the
shareholders (for this purpose a sale, conveyance or transfer of the Fund's
assets to a trust, partnership, association or corporation in exchange for cash,
shares or other securities with the transfer being made subject to, or with the
assumption by the transferee of, the liabilities of the Fund shall not be deemed
a termination of the Fund or such a distribution), all unpaid amounts in the
Deferral Account as of the effective date thereof shall be paid in a lump sum on
such effective date.

      4.2 Death Prior to Distribution of Deferral Account. Upon the death of the
Trustee prior to the commencement of the distribution of the amounts credited to
the Deferral Account, the Deferral Account shall be distributed to the
Beneficiary over a period of five (5) years beginning as soon as practicable
after the Trustee's death. In the event of the death of the Trustee after the
commencement of such distribution, but prior to the complete distribution of the
Deferral Account, the balance of the amounts in the Deferral Account shall be
distributed to the Beneficiary over the remaining period during which such
amounts were distributable to the Trustee under Section 4.1 hereof. In the event
the Trustee survives the designated Beneficiary, the balance of such

<PAGE>

Deferral Account shall be paid in a lump sum to such Trustee's estate.
Notwithstanding the above, the Board of Directors may, in its sole discretion,
accelerate or, with the consent of the Beneficiary or the Trustee's estate, as
applicable, extend the distribution of the Deferral Account.

      4.3 Designation of Beneficiary. For purposes of Section 4.2 hereof, the
Trustee's Beneficiary shall be the person or persons so designated by the
Trustee in a written instrument submitted to the President of the Fund. In the
event the Trustee fails to properly designate a Beneficiary, the balance of such
Trustee's Deferred Account shall be paid in a lump sum to such Trustee's estate.

      4.4 Payments Due Missing Persons. The Fund shall make a reasonable effort
to locate all persons entitled to benefits under this Agreement. However,
notwithstanding any provisions of this Agreement to the contrary, if, after a
period of five (5) years from the date such benefit shall be due, any such
persons entitled to benefits have not been located, their rights under this
Agreement shall stand suspended. Before this provision becomes operative, the
Fund shall send a certified letter to all such persons to their last known
address advising them that their benefits under this Agreement shall be
suspended. Any such suspended amounts shall be held by the Fund for a period of
three (3) additional years (or a total of eight (8) years from the time the
benefits first become payable) and thereafter, if unclaimed, such amounts shall
be forfeited.

5.    AMENDMENTS AND TERMINATION

      5.1   Amendments.

            (a) The Fund and the Trustee may, by a written instrument signed by
both such parties, amend this Agreement at any time and in any manner.

            (b) The Fund reserves the right to amend, in whole or in part, and
in any manner, any or all of the provisions of this Agreement by action of its
Board of Trustees for the purposes of complying with any provision of the Code
or any other technical or legal requirements, provided that:

                  (1) No such amendment shall make it possible for any part of
the Trustee's Deferral Account to be used for, or diverted to, purposes other
than for the exclusive benefit of the Trustee or the Beneficiaries, except to
the extent otherwise provided in this Agreement; and

                  (2) No such amendment may reduce the amount of the Trustee's
Deferral Account as of the effective date of such amendment.

      5.2 Termination. The Trustee and the Fund may, by written instrument
signed by both such parties, terminate this Agreement at any time. The rights of
the

<PAGE>

Trustee to the Deferral Account shall become payable as of the Valuation Date
next following the effective date of the termination of this Agreement.

6.    MISCELLANEOUS.

      6.1   Rights of Creditors.

                  (a) This Agreement is unfunded. Neither the Trustee nor any
other persons shall have any interest in any specific asset or assets of the
Fund by reason of any Deferral Account hereunder, nor any rights to receive
distribution of the Deferral Account except and as to the extent expressly
provided hereunder. The Fund shall not be required to purchase, hold or dispose
of any investments pursuant to this Agreement; however, if in order to cover its
obligations hereunder the Fund elects to purchase any investments the same shall
continue for all purposes to be a part of the general assets and property of the
Fund, subject to the claims of its general creditors and no person other than
the Fund shall by virtue of the provisions of this Agreement have any interest
in such assets other than an interest as a general creditor.

                  (b) The rights of the Trustee and the Beneficiaries to the
amounts held in the Deferral Account are unsecured and shall be subject to the
creditors of the Fund. With respect to the payment of amounts held under the
Deferral Account, the Trustee and the Beneficiaries have the status of unsecured
creditors of the Fund. This Agreement is executed on behalf of the Fund by an
officer of the Fund as such and not individually. Any obligation of the Fund
hereunder shall be an unsecured obligation of the Fund and not of any other
person.

      6.2 Agents. The Fund may employ agents and provide for such clerical,
legal, actuarial, accounting, advisory or other services as it deems necessary
to perform its duties under this Agreement. The Fund shall bear the cost of such
services and all other expenses it incurs in connection with the administration
of this Agreement.

      6.3 Liability and Indemnification. Except for its own gross negligence,
willful misconduct or willful breach of the terms of this Agreement, the Fund
shall be indemnified and held harmless by the Trustee against liability or
losses occurring by reason of any act or omission of the Fund or any other
person.

      6.4 Incapacity. If the Fund shall receive evidence satisfactory to it that
the Trustee or any Beneficiary entitled to receive any benefit under the
Agreement is, at the time when such benefit becomes payable, a minor, or is
physically or mentally incompetent to receive such benefit and to give a valid
release therefor, and that another person or an institution is then maintaining
or has custody of the Trustee or Beneficiary and that no guardian, committee or
other representative of the estate of the Trustee or Beneficiary shall have been
duly appointed, the Fund may make payment of such benefit otherwise payable to
the Trustee or Beneficiary to such other person or institution, including a
custodian under the Uniform Gifts to Minors Act or corresponding legislation
(such custodian shall be an adult, a guardian of the minor or a trust

<PAGE>

company), and the release of such other person or institution shall be a valid
and complete discharge for the payment of such benefit.

      6.5 Cooperation of Parties. All parties to this Agreement and any person
claiming any interest hereunder agree to perform any and all acts and execute
any and all documents and papers which are necessary or desirable for carrying
out this Agreement or any of its provisions.

      6.6 Governing Law. This Agreement is made and entered into in the State of
Illinois, and all matters concerning its validity, construction and
administration shall be governed by the laws of the State of Illinois.

      6.7 Nonguarantee of Trusteeship. Nothing contained in this Agreement shall
be construed as a contract or guarantee of the right of the Trustee to be, or
remain as, a trustee of the Fund or to receive any, or any particular rate of,
Compensation.

      6.8 Counsel. The Fund may consult with legal counsel with respect to the
meaning or construction of this Agreement or its obligations or duties hereunder
or with respect to any action or proceeding or any question of law, and it shall
be fully protected with respect to any action taken or omitted by it in good
faith pursuant to the advice of legal counsel.

      6.9 Spendthrift Provision. The Trustee's and Beneficiaries' interests in
the Deferral Account may not be anticipated, sold, encumbered, pledged,
mortgaged, charged, transferred, alienated, assigned nor become subject to
execution, garnishment or attachment, and any attempt to do so by any person
shall render the Deferral Amount immediately forfeitable.

      6.10 Notices. For purposes of this Agreement, notices and all other
communications provided for in this Agreement shall be in writing and shall be
deemed to have been duly given when delivered personally or mailed by United
States registered or certified mail, return receipt requested, postage prepaid,
or by nationally recognized overnight delivery service providing for a signed
return receipt, addressed to the Trustee at the home address set forth in the
Fund's records and to the Fund at the address set forth on the first page of
this Agreement, provided that all notices to the Fund shall be directed to the
attention of the President of the Fund or to such other address as either party
may have furnished to the other in writing in accordance herewith, except that
notice of change of address shall be effective only upon receipt.

      6.11 Entire Agreement. This Agreement contains the entire understanding
between the Fund and the Trustee with respect to the payment of non-qualified
elective deferred compensation by the Fund to the Trustee.

      6.12 Interpretation of Agreement. Interpretations of, and determinations
related to, this Agreement made by the Fund in good faith, including any
determinations of the amounts of the Deferral Account, shall be conclusive and
binding upon all parties;

<PAGE>

and the Fund shall not incur any liability to the Trustee for any such
interpretation or determination so made or for any other action taken by it in
connection with this Agreement in good faith.

      6.13 Successors and Assigns. This Agreement shall be binding upon, and
shall inure to the benefit of, the Fund and its successors and assigns and to
the Trustee and such Trustee's heirs, executors, administrators and personal
representatives.

      6.14 Severability. In the event any one or more provisions of this
Agreement are held to be invalid or unenforceable, such illegality or
unenforceability shall not affect the validity or enforceability of the other
provisions thereof and such other provisions shall remain in full force and
effect unaffected by such invalidity or unenforceability.

      6.15 Execution in Counterparts. This Agreement may be executed in any
number of counterparts, each of which shall be deemed to be an original, but all
of which together shall constitute one and the same instrument.

      IN WITNESS WHEREOF, the parties hereto have caused this Deferred
Compensation Agreement to be executed as of the day and year first above
written.

                                                On behalf of the Funds listed on
                                                Schedule A attached hereto:

                                                By: ____________________________
                                                Name: __________________________
                                                Title: _________________________

                                On behalf of the Trustee listed on page 1 hereto

                                                       _________________________
                                                           [Trustee Name]

<PAGE>

                                                                      SCHEDULE A

                         DEFERRED COMPENSATION AGREEMENT
                         PARTICIPATING VAN KAMPEN FUNDS
                              AS OF APRIL 22, 1998
                           Updated as of July 1, 2003

Van Kampen Municipal Income Trust ("Municipal Income Trust")
Van Kampen California Municipal Trust ("California Municipal Trust")
Van Kampen High Income Trust ("High Income Trust")
Van Kampen High Income Trust II ("High Income Trust II")
Van Kampen Investment Grade Municipal Trust ("Investment Grade Municipal Trust")
Van Kampen Senior Loan Fund ("Senior Loan Fund") (f/k/a Van Kampen Prime Rate
Income Trust)
Van Kampen Municipal Trust ("Municipal Trust")
Van Kampen California Quality Municipal Trust ("California Quality Municipal
Trust")
Van Kampen Florida Quality Municipal Trust ("Florida Quality Municipal Trust")
Van Kampen New York Quality Municipal Trust ("New York Quality Municipal Trust")
Van Kampen Ohio Quality Municipal Trust ("Ohio Quality Municipal Trust")
Van Kampen Pennsylvania Quality Municipal Trust ("Pennsylvania Quality Municipal
Trust")
Van Kampen Trust for Insured Municipals ("Trust for Insured Municipals")
Van Kampen Trust for Investment Grade Municipals ("Trust for Investment Grade
Municipals")
Van Kampen Trust for Investment Grade California Municipals ("Trust for
Investment Grade California Municipals")
Van Kampen Trust for Investment Grade Florida Municipals ("Trust for Investment
Grade Florida Municipals")
Van Kampen Trust for Investment Grade New Jersey Municipals ("Trust for
Investment Grade New Jersey Municipals")
Van Kampen Trust for Investment Grade New York Municipals ("Trust for Investment
Grade New York Municipals")
Van Kampen Trust for Investment Grade Pennsylvania Municipals ("Trust for
Investment Grade Pennsylvania Municipals")
Van Kampen Municipal Opportunity Trust ("Municipal Opportunity Trust")
Van Kampen Advantage Municipal Income Trust ("Advantage Municipal Income Trust")
Van Kampen Advantage Pennsylvania Municipal Income Trust ("Advantage
Pennsylvania Municipal Income Trust")
Van Kampen Strategic Sector Municipal Trust ("Strategic Sector Municipal Trust")
Van Kampen Value Municipal Income Trust ("Value Municipal Income Trust")
Van Kampen California Value Municipal Income Trust ("California Value Municipal
Income Trust")
Van Kampen Massachusetts Value Municipal Income Trust ("Massachusetts Value
Municipal Income Trust")
Van Kampen New York Value Municipal Income Trust ("New York Value Municipal
Income Trust")
Van Kampen Ohio Value Municipal Income Trust ("Ohio Value Municipal Income
Trust")
Van Kampen Pennsylvania Value Municipal Income Trust ("Pennsylvania Value
Municipal Income Trust")
Van Kampen Municipal Opportunity Trust II ("Municipal Opportunity Trust II")
Van Kampen Advantage Municipal Income Trust II ("Advantage Municipal Income
Trust II")
Van Kampen Select Sector Municipal Trust ("Select Sector Municipal Trust")
Van Kampen Senior Income Trust ("Senior Income Trust")
Van Kampen Income Trust ("Income Trust")
Van Kampen Bond Fund ("Bond Fund")

Note: Van Kampen Exchange Fund does not have any deferred compensation
      arrangements or provides a retirement plan.
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.(8)(B)
<SEQUENCE>8
<FILENAME>c94416a1exv99wx8yxby.txt
<DESCRIPTION>TRUSTEE RETIREMENT PLAN
<TEXT>
<PAGE>
                                                                    EXHIBIT 8(b)


                FORM OF RETIREMENT PLAN FOR EACH CLOSED END FUND

            Van Kampen ___________________________, a registered investment
company having its principal offices at 1 Parkview Plaza, Oakbrook Terrace,
Illinois 60181 (the "Fund"), has adopted this Retirement Plan, effective August
1, 1994 (the "Plan"), for its Eligible Trustees (as defined herein) in order to
recognize and reward the valued services provided by such trustees to the Fund.

1.    DEFINITION OF TERMS AND CONSTRUCTION

            1.1 Definitions. Unless a different meaning is plainly implied by
the context, the following terms as used in this Plan shall have the following
meanings:

                  (a) "Beneficiary" shall mean such person or persons designated
pursuant to Section 6.4 hereof to receive benefits after the death of the
Eligible Trustee.

                  (b) "Board of Trustees" shall mean the Board of Trustees of
the Fund.

                  (c) "Code" shall mean the Internal Revenue Code of 1986, as
amended from time to time, or any successor statute.

                  (d) "Compensation" shall mean an amount equal to the annual
retainer (excluding any fees relating to attending meetings) paid to an Eligible
Trustee by the Fund during the Fund's fiscal year preceding such trustee's
termination of service.

                  (e) "Disability" shall have the meaning described in Section
5.1.

                  (f) "Early Retirement Benefit" shall have the meaning
described in Section 3.3.

                  (g) "Effective Date" shall mean August 1, 1994.

                  (h) "Effective Date Trustee" means a person who is a

                                       1
<PAGE>

trustee of the Fund on the Effective Date.

                  (i) "Eligible Retirement Age" shall have the meaning described
in Section 4.1.

                  (j) "Eligible Trustee" shall mean a person who: (i) is or
becomes a trustee of the Fund on or after the Effective Date, and (ii) is, prior
to the time of such trustee's termination of service, receiving trustee's fees
from the Fund.

                  (k) "Mandatory Retirement Age" shall have the meaning
described in Section 4.1.

                  (l) "Normal Distribution" shall have the meaning described in
Section 6.1.

                  (m) "Normal Retirement Benefit" shall have the meaning
described in Section 3.2.

                  (n) "Plan Committee" shall have the meaning described in
Section 8.2.

                  (o) "Service Requirement" shall have the meaning described in
Section 2.1.

                  (p) "Years of Service" shall mean full years of service as a
trustee for the Fund prior to such trustee's termination of service, including
such service performed prior to the adoption of this Plan.

            1.2 Plurals and Gender. Where appearing in this Plan the singular
shall include the plural and the masculine shall include the feminine, and vice
versa, unless the context clearly indicates a different meaning.

            1.3 Headings. The headings and subheadings in this Plan are inserted
for the convenience of reference only and are to be ignored in any construction
of the provisions hereof.

                                       2
<PAGE>

2.    SERVICE REQUIREMENT

            2.1 Service Requirement. Each Eligible Trustee that has completed
five (5) Years of Service as a trustee for the Fund shall be entitled to receive
retirement benefits from the Fund. An Eligible Trustee is not entitled to
benefits pursuant to the Plan merely because such trustee is an Eligible
Trustee; a trustee must meet the Years of Service requirement.

3.    RETIREMENT BENEFIT

            3.1 In General. The retirement benefit amount for an Eligible
Trustee meeting the Service Requirement is determined at the time of such
trustee's termination of service as a trustee. An Eligible Trustee terminating
service as a trustee to the Fund prior to attaining the Eligible Retirement Age
is eligible for the Early Retirement Benefit as described in Section 3.3. An
Eligible Trustee terminating service as a trustee to the Fund after attaining
the Eligible Retirement Age is eligible for the Normal Retirement Benefit as
described in Section 3.2. An Eligible Trustee terminating service as a trustee
to the Fund after the Mandatory Retirement Age forfeits and is not entitled to
any retirement benefit under the Plan.

            3.2 Normal Retirement Benefit. The Normal Retirement Benefit shall
be 50% of the Compensation and such benefit shall increase by 10% for each Year
of Service by such trustee in excess of five (5) Years of Service up to a
maximum amount of 100% of the Compensation for any trustee who has completed ten
(10) or more Years of Service.

<TABLE>
<CAPTION>
Years of Service            Percentage Of Compensation
- ----------------            --------------------------
<S>                         <C>
   Less than 5                           0%
        5                               50%
        6                               60%
        7                               70%
        8                               80%
        9                               90%
   10 or more                          100%
</TABLE>

                                       3
<PAGE>

            3.3 Early Retirement Benefit. The Early Retirement Benefit shall be
the Normal Retirement Benefit for such trustee based upon such trustee's Years
of Service at the time of such trustee's termination of service reduced by 3%
for each year prior to the Eligible Retirement Age.

4.    RETIREMENT AGE

            4.1 Retirement Age. The Eligible Retirement Age shall be upon
attaining the age of 60. A trustee may elect to continue to serve as a trustee
beyond the Eligible Retirement Age to a Mandatory Retirement Age of December
31st in the year such trustee reaches the age of 72; provided, however, that for
an Effective Date Trustee who was 67 years of age or more on the Effective Date
of the Plan, the Mandatory Retirement Age shall be December 31 of the year in
which such trustee attains the age of 75.

5.    DISABILITY

            5.1 Disability. Disability shall have the meaning as set forth in
the Code under Section 22(e)(3). An Eligible Trustee who becomes disabled, as
defined herein, may be eligible to receive the applicable retirement benefit
calculated as described in Section 3 using the Disability date as the date of
such trustee's termination of service.

6.    PAYMENT OF RETIREMENT BENEFITS

            6.1 Retirement or Disability Terminating Trustee's Service. Subject
to Sections 6.2 and 6.3, an Eligible Trustee shall receive the amount of the
applicable Retirement Benefit calculated pursuant to Section 3 for each of the
ten (10) years commencing in the fiscal year of such trustee's termination of
service (the "Normal Distribution"). Payment of benefits to an Eligible Trustee
shall commence, and be paid quarterly thereafter, at the end of each calendar
quarter. In the event of such Eligible Trustee's death prior to complete
distribution under the Plan, such trustee's Beneficiary shall receive the
remaining retirement benefits based upon the Normal Distribution. In the event
the Eligible Trustee survives the Beneficiary or no Beneficiary has been named,
the Fund shall pay a lump sum amount equal to the actuarial present value of the
remaining retirement benefits to the Eligible Trustee's estate.

                                       4
<PAGE>

            6.2 Death Terminating Trustee's Service. Subject to Section 6.3, in
the event an Eligible Trustee's death causes the termination of service, the
Eligible Trustee's Beneficiary shall receive the amount of the applicable Normal
Retirement Benefit or Early Retirement Benefit calculated pursuant to Section 3
for each of the ten (10) years commencing in the fiscal year of such trustee's
death. Payment of benefits to such Beneficiary shall commence, and be paid
annually thereafter, at the end of the Fund's fiscal year. In the event the
Eligible Trustee survived the Beneficiary or no Beneficiary was named, the Fund
shall pay a lump sum amount equal to the actuarial present value of the
applicable retirement benefits to the Eligible Trustee's estate.

            6.3 Liquidation, Dissolution, Winding Up or Distribution of
Substantially All of the Assets of the Fund. Notwithstanding Sections 6.1 or
6.2, in the event of a liquidation, dissolution or winding up of the Fund or
distribution of all or substantially all of the Fund's assets and property, the
Fund shall pay to each Eligible Trustee serving as a trustee of the Fund on the
effective date of such liquidation, dissolution, winding up or distribution a
lump sum amount equal to the actuarial present value of the applicable Normal
Retirement Benefit or Early Retirement Benefit calculated pursuant to Section 3
using the effective date of such liquidation, dissolution, winding up or
distribution as the date of such trustee's termination of services. In the event
an Eligible Trustee terminates services prior to such liquidation, dissolution,
winding up or distribution and such trustee (or such trustee's Beneficiary) is
then receiving payment of benefits pursuant to either Section 6.1 or 6.2 at the
time of such liquidation, dissolution, winding up or distribution, the Fund
shall pay to such trustee (or Beneficiary) on the effective date of such
liquidation, dissolution, winding up or distribution a lump sum amount equal to
the actuarial present value of the remaining retirement benefits due to such
trustee (or Beneficiary).

            6.4 Designation of Beneficiary. The Eligible Trustee's Beneficiary
shall be the person or persons so designated by such trustee in a written
instrument submitted to the President of the Fund. In the event the Eligible
Trustee fails to properly designate a Beneficiary, the Fund shall pay a lump sum
amount equal to the actuarial present value of the applicable retirement
benefits to the Eligible Trustee's estate.

                                       5
<PAGE>

            6.5 Payments Due Missing Persons. The Fund shall make a reasonable
effort to locate all persons entitled to benefits under this Plan. However,
notwithstanding any provisions of this Plan to the contrary, if, after a period
of five (5) years from the date such benefit shall be due, any such persons
entitled to benefits have not been located, their rights under this Plan shall
stand suspended. Before this provision becomes operative, the Fund shall send a
certified letter to all such persons to their last known address advising them
that their benefits under this Plan shall be suspended. Any such suspended
amounts shall be held by the Fund for a period of three (3) additional years (or
a total of eight (8) years from the time the benefits first become payable) and
thereafter, if unclaimed, such amounts shall be forfeited.

            6.6 Actuarial Present Value Calculations. For purposes of this Plan,
the "actuarial present value" of any benefits shall be computed using interest
factors and other reasonable assumptions chosen by the Plan Committee. The Plan
Committee shall have sole and uncontrolled discretion with respect to the
application of the provisions of this paragraph and such exercise of discretion
shall be conclusive and binding on the Eligible Trustee, any Beneficiary or
other person.

7.    AMENDMENTS AND TERMINATION

            7.1 Amendments. The Fund anticipates the Plan to be permanent but
the Fund reserves the right to amend any or all of the provisions of this Plan
by action of its Board of Trustees when, in the sole opinion of the Board of
Trustees, such amendment is advisable, including for the purposes of complying
with any provision of the Code or any other technical or legal requirements.

            7.2 Termination. The Fund may by action of its Board of Trustees
terminate this Plan at any time.

8.    MISCELLANEOUS.

            8.1 Forfeiture of Benefits. Notwithstanding any other provision of
the Plan, future payment of any retirement benefit hereunder to an Eligible
Trustee, Beneficiary or other person will, at the discretion of the Plan
Committee, be discontinued and forfeited, and the Fund will have no further
obligation hereunder to such Eligible Trustee, Beneficiary or other person, if
any of the following circumstances occur:

                                       6
<PAGE>

                  (a) The Eligible Trustee is discharged from the Fund's Board
of Trustee for cause;

                  (b) The Eligible Trustee engages in competition with the Fund
following such trustee's termination of service with the Fund prior to such
trustee attaining the Normal Retirement Age; or

                  (c) The Eligible Trustee performs an act or acts of willful
malfeasance or reckless disregard of duties in connection with the service as a
trustee for the Fund.

The Plan Committee shall have the sole and uncontrolled discretion with respect
to the application of the provisions of this paragraph and such exercise of
discretion shall be conclusive and binding on the Eligible Trustee, any
Beneficiary or other person.

            8.2 Administration. The Plan shall be administered by a Plan
Committee which shall be composed of three non-affiliated trustees and the
controller of the Fund.

            8.3 Agents. The Fund may employ agents and provide for such
clerical, legal, actuarial, accounting, advisory or other services as it deems
necessary to perform its duties under this Plan. The Fund shall bear the cost of
such services and all other expenses it incurs in connection with the
administration of this Plan.

            8.4 Funding and Rights of Creditors. The obligations of the Fund
under this Agreement are unfunded. Neither the Eligible Trustees, the
Beneficiaries nor any other persons shall have any interest in any specific
asset or assets of the Fund for the benefits hereunder, nor any rights to
receive distribution of the benefits except and as to the extent expressly
provided hereunder. The rights of the Eligible Trustees, the Beneficiaries or
any other person to the benefits hereunder are unsecured and shall have no
priority over the other creditors of the Fund. Any obligation of the Fund
hereunder shall be an unsecured obligation of the Fund and not of any other
person in relation to this Plan.

            8.5 Liability and Indemnification. Except for its own gross
negligence, willful misconduct or willful breach of the terms of this Plan, the
Fund shall be indemnified and held harmless by the Eligible Trustee against
liability or losses occurring by reason of any act or omission of the Fund or
any other person.

                                       7
<PAGE>

            8.6 Incapacity. If the Fund shall receive evidence satisfactory to
it that the Eligible Trustee or any Beneficiary entitled to receive any benefit
under the Plan is, at the time when such benefit becomes payable, a minor, or is
physically or mentally incompetent to receive such benefit and to give a valid
release therefor, and that another person or an institution is then maintaining
or has custody of the Eligible Trustee or Beneficiary and that no guardian,
committee or other representative of the estate of the Eligible Trustee or
Beneficiary shall have been duly appointed, the Fund may make payment of such
benefit otherwise payable to the Trustee or Beneficiary to such other person or
institution, including a custodian under the Uniform Gifts to Minors Act or
corresponding legislation (such custodian shall be an adult, a guardian of the
minor or a trust company), and the release of such other person or institution
shall be a valid and complete discharge for the payment of such benefit.

            8.7 Governing Law. This Plan is established under laws of the State
of Illinois, and all matters concerning its validity, construction and
administration shall be governed by the laws of the State of Illinois.

            8.8 Nonguarantee of Trusteeship. Nothing contained in this Plan
shall be construed as a contract or guarantee of the right of the Eligible
Trustee to be, or remain as, a trustee of the Fund or to receive any, or any
particular rate of, Compensation.

            8.9 Spendthrift Provision. The Eligible Trustee's and Beneficiaries'
interests in the benefits hereunder may not be anticipated, sold, encumbered,
pledged, mortgaged, charged, transferred, alienated, assigned nor become subject
to execution, garnishment or attachment, and any attempt to do so by any person
shall render the benefits immediately forfeitable.

            8.10 Disclosure and Notices. The rights and benefits of Eligible
Trustees under the Plan shall not be represented or evidenced by any form of
certificate or other instrument. Each Eligible Trustee shall receive a copy of
the Plan and the Plan Committee will make available for inspection by any
Eligible Trustee a copy of the rules and regulations used by the Plan Committee
in administering the Plan. For purposes of this Plan, all notices and other
communications provided for in this Plan shall be in writing and shall be deemed
to have been duly given when delivered personally or mailed by United States
registered or certified mail, return receipt requested, postage prepaid, or by
nationally recognized overnight delivery service providing for a signed return
receipt, addressed to the Eligible Trustee at the home address set forth in the
Fund's records and to the Fund at the address set forth on the first page of
this Plan, provided that all notices

                                       8
<PAGE>

to the Fund shall be directed to the attention of the President of the Fund or
to such other address as either party may have furnished to the other in writing
in accordance herewith, except that notice of change of address shall be
effective only upon receipt.

            8.11 Interpretation of Plan. Interpretations of, and determinations
related to, this Plan made by the Plan Committee in good faith, including any
determinations of the amounts of the benefits, shall be conclusive and binding
upon all parties; and the Fund shall not incur any liability to the Eligible
Trustee for any such interpretation or determination so made or for any other
action taken by it in connection with this Plan in good faith.

            8.12 Successors and Assigns. This Agreement shall be binding upon,
and shall inure to the benefit of, the Fund and its successors and assigns and
to the Eligible Trustees and such trustees' heirs, executors, administrators and
personal representatives.

                                       9
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.(9)
<SEQUENCE>9
<FILENAME>c94416a1exv99wx9y.txt
<DESCRIPTION>CUSTODIAN CONTRACT AND AMENDMENTS THERETO
<TEXT>
<PAGE>
                                                                       EXHIBIT 9


                               CUSTODIAN CONTRACT
                                     BETWEEN
                    EACH OF THE PARTIES LISTED ON APPENDIX A
                                       AND
                       STATE STREET BANK AND TRUST COMPANY

Master.cus
GlobalSeriesCorp
21N

                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                                Page
                                                                                ----
<S>                                                                             <C>
1. Employment of Custodian and Property to be Held By It.....................      1
2.  Duties of the Custodian with Respect to Property of the Fund Held
    by the Custodian in the United States....................................      2
    2.1      Holding Securities..............................................      2
    2.2      Delivery of Securities..........................................      2
    2.3      Registration of Securities......................................      4
    2.4      Bank Accounts ..................................................      5
    2.5      Availability of Federal Funds...................................      5
    2.6      Collection of Income............................................      5
    2.7      Payment of Fund Moneys..........................................      5
    2.8      Liability for Payment in Advance of Receipt of Securities
             Purchased.......................................................      7
    2.9      Appointment of Agents...........................................      7
    2.10     Deposit of Fund Assets in U.S. Securities System................      7
    2.11     Fund Assets Held in the Custodian's Direct Paper System.........      8
    2.12     Segregated Account..............................................      9
    2.13     Ownership Certificates for Tax Purposes.........................     10
    2.14     Proxies.........................................................     10
    2.15     Communications Relating to Fund Securities......................     10
3. Duties of the Custodian with Respect to Property of the Fund Held
   Outside of the United States..............................................     11
    3.1      Appointment of Foreign Sub-Custodians...........................     11
    3.2      Assets to be Held...............................................     11
    3.3      Foreign Securities Systems......................................     11
</TABLE>

<PAGE>

<TABLE>
<S>                                                                               <C>
    3.4      Holding Securities .............................................     11
    3.5      Agreements with Foreign Banking Institutions ...................     12
    3.6      Access of Independent Accountants of the Fund ..................     12
    3.7      Reports by Custodian ...........................................     12
    3.8      Transactions in Foreign Custody Account ........................     12
    3.9      Liability of Foreign Sub-Custodians ............................     13
    3.10     Liability of Custodian .........................................     13
    3.11     Reimbursement for Advances .....................................     13
    3.12     Monitoring Responsibilities ....................................     14
    3.13     Branches of U.S. Banks .........................................     14
    3.14     Tax Law ........................................................     14
4.  Payments for Sales or Repurchase or Redemptions of Shares of the Fund ...     14
5.  Proper Instructions .....................................................     15
6.  Actions Permitted Without Express Authority .............................     15
7.  Evidence of Authority ...................................................     16
8.  Duties of Custodian With Respect to the Books of Account and
    Calculation of Net Asset Value and Net Income ...........................     16
9.  Records .................................................................     16
10. Opinion of Fund's Independent Accountants ...............................     17
11. Reports to Fund by Independent Public Accountants .......................     17
12. Compensation of Custodian ...............................................     17
13. Responsibility of Custodian .............................................     17
14. Effective Period, Termination and Amendment .............................     19
15. Successor Custodian .....................................................     19
16. Interpretive and Additional Provisions ..................................     20
17. Additional Funds ........................................................     20
18. Massachusetts Law to Apply ..............................................     21
19. Prior Contracts .........................................................     21
20. Reproduction of Documents ...............................................     21
21. Shareholder Communications ..............................................     21
22. Limitation of Liability .................................................
</TABLE>

                               CUSTODIAN CONTRACT

This Contract between each fund or series of a fund listed on Appendix A which
evidences its agreement to be bound hereby by executing a copy of this Contract
(each such Fund is individually hereinafter referred to as the "Fund") and State
Street Bank and Trust Company, a Massachusetts trust company, having its
principal place of business at 225 Franklin Street, Boston, Massachusetts,
02110, hereinafter called the "Custodian",


<PAGE>


                                  WITNESSETH:

WITNESSETH THAT, in consideration of the mutual covenants and agreements
hereinafter contained, the parties hereto agree as follows:

1. Employment of Custodian and Property to be Held by It

The Fund hereby employs the Custodian as the custodian of the assets of the
Fund, including securities which the Fund desires to be held in places within
the United States ("domestic securities") and securities it desires to be held
outside the United States ("foreign securities") pursuant to the provisions of
the Fund's governing documents. The Fund agrees to deliver to the Custodian all
securities and cash of the Fund, and all payments of income, payments of
principal or capital distributions received by it with respect to all securities
owned by the Fund from time to time, and the cash consideration received by it
for such new or treasury shares of capital stock, beneficial interest or
partnership interest, as applicable, of the Fund ("Shares") as may be issued or
sold from time to time. The Custodian shall not be responsible for any property
of a Fund held or received by the Fund and not delivered to the Custodian.

Upon receipt of "Proper Instructions" (within the meaning of Article 5), the
Custodian shall on behalf of the applicable Fund(s) from time to time employ one
or more sub-custodians, located in the United States but only in accordance with
an applicable vote by the Board of Trustees of the Fund, and provided that the
Custodian shall have no more or less responsibility or liability to the Fund on
account of any actions or omissions of any sub-custodian so employed than any
such sub-custodian has to the Custodian. The Custodian may employ as
sub-custodian for the Fund's foreign securities the foreign banking institutions
and foreign securities depositories designated in Schedule A hereto but only in
accordance with the provisions of Article 3.

2. Duties of the Custodian with Respect to Property of the Fund Held By the
Custodian in the United States

2.1 Holding Securities. The Custodian shall hold and physically segregate for
the account of each Fund all non-cash property to be held by it in the United
States including all domestic securities owned by such Fund other than (a)
securities which are maintained pursuant to Section 2.10 in a clearing agency
which acts as a securities depository or in a book-entry system authorized by
the U.S. Department of the Treasury and certain federal agencies (collectively
referred to herein as a "U.S. Securities System") and (b) commercial paper of an
issuer for which State Street Bank and Trust Company acts as issuing and paying
agent

("Direct Paper") which is deposited and/or maintained in the Direct Paper System
of the Custodian (the "Direct Paper System") pursuant to Section


<PAGE>

2.11.

2.2 Delivery of Securities. The Custodian shall release and deliver domestic
securities owned by a Fund held by the Custodian or in a U.S. Securities System
account of the Custodian or in the Custodian's Direct Paper book entry system
account ("Direct Paper System Account") only upon receipt of Proper Instructions
from the Fund, which may be continuing instructions when deemed appropriate by
the parties, and only in the following cases:

1) Upon sale of such securities for the account of the Fund and receipt of
payment therefor;

2) Upon the receipt of payment in connection with any repurchase agreement
related to such securities entered into by the Fund;

3) In the case of a sale effected through a U.S. Securities System. in
accordance with the provisions of Section 2.10 hereof;

4) To the depository agent in connection with tender or other similar offers for
securities of the Fund;

5) To the issuer thereof or its agent when such securities are called, redeemed,
retired or otherwise become payable; provided that, in any such case, the cash
or other consideration is to be delivered to the Custodian;

6) To the issuer thereof, or its agent, for transfer into the name of the Fund
or into the name of any nominee or nominees of the Custodian or into the name or
nominee name of any agent appointed pursuant to Section 2.9 or into the name or
nominee name of any sub-custodian appointed pursuant to Article 1; or for
exchange for a different number of bonds, certificates or other evidence
representing the same aggregate face amount or number of units; provided that,
in any such case, the new securities are to be delivered to the Custodian;

7) Upon the sale of such securities for the account of the Fund, to the broker
or its clearing agent, against a receipt, for examination in accordance with
"street delivery" custom; provided that in any such case, the Custodian shall
have no responsibility or liability for any loss arising from the delivery of
such securities prior to receiving payment for such securities except as may
arise from the Custodian's own negligence or willful misconduct;

8) For exchange or conversion pursuant to any plan of merger, consolidation,
recapitalization, reorganization or readjustment of the securities of the issuer
of such

                                        2
<PAGE>

securities, or pursuant to provisions for conversion contained in such
securities, or pursuant to any deposit agreement; provided that, in any such
case, the new securities and cash, if any, are to be delivered to the Custodian;

9) In the case of warrants, rights or similar securities, the surrender thereof
in the exercise of such warrants, rights or similar securities or the surrender
of interim receipts or temporary securities for definitive securities; provided
that, in any such case, the new securities and cash, if any, are to be delivered
to the Custodian;

10) For delivery in connection with any loans of securities made by the Fund,
but only against receipt of adequate collateral as agreed upon from time to time
by the Custodian and the Fund, which may be in the form of cash or obligations
issued by the United States government, its agencies or instrumentalities,
except that in connection with any loans for which collateral is to be credited
to the Custodian's account in the book-entry system authorized by the U.S.
Department of the Treasury, the Custodian will not be held liable or responsible
for the delivery of securities owned by the Fund prior to the receipt of such
collateral;

11) For delivery as security in connection with any borrowings by the Fund
requiring a pledge of assets by the Fund, but only against receipt of amounts
borrowed;

12) For delivery in accordance with the provisions of any agreement among the
Fund, the Custodian and a broker-dealer registered under the Securities Exchange
Act of 1934 (the "Exchange Act") and a member of The National Association of
Securities Dealers, Inc. ("NASD"), relating to compliance with the rules of The
Options Clearing Corporation and of any registered national securities exchange,
or of any similar organization or organizations, regarding escrow or other
arrangements in connection with transactions by the Fund;

13) For delivery in accordance with the provisions of any agreement among the
Fund, the Custodian, and a Futures Commission Merchant registered under the
Commodity Exchange Act, relating to compliance with the rules of the Commodity
Futures Trading Commission and/or any Contract Market, or any similar
organization or organizations, regarding account deposits in connection with
transactions by the Fund;

14) Upon receipt of instructions from the transfer agent ("Transfer Agent") for
the Fund, for delivery to such Transfer Agent or to the holders of shares in
connection with distributions in kind, as may be described from time to time in
the currently effective prospectus and statement of additional information of
the Fund ("Prospectus"), in satisfaction of requests by holders of Shares for
repurchase or redemption;


                                        3
<PAGE>
15) For any other proper corporate purpose, but only upon receipt of, in
addition to Proper Instructions from the Fund, a certified copy of a resolution
of the Board of Trustees, specifying the securities of the Fund to be delivered,
setting forth the purpose for which such delivery is to be made, declaring such
purpose to be a proper corporate purpose, and naming the person or persons to
whom delivery of such securities shall be made; and

16) Upon termination of the Contract.

2.3 Registration of Securities. Domestic securities held by the Custodian (other
than bearer securities) shall be registered in the name of the Fund or in the
name of any nominee of the Fund or of any nominee of the Custodian which nominee
shall be assigned exclusively to the Fund, unless the Fund has authorized in
writing the appointment of a nominee to be used in common with other registered
investment companies having the same investment adviser as the Fund, or in the
name or nominee name of any agent appointed pursuant to Section 2.9 or in the
name or nominee name of any sub-custodian appointed pursuant to Article 1. All
securities accepted by the Custodian on behalf of the Fund under the terms of
this Contract shall be in "street name" or other good delivery form. If,
however, the Fund directs the Custodian to maintain securities in "street name",
the Custodian shall utilize its best efforts only to timely collect income due
the Fund on such securities and to notify the Fund on a best efforts basis only
of relevant corporate actions including, without limitation, pendency of calls,
maturities, tender or exchange offers.

2.4 Bank Accounts. The Custodian shall open and maintain a separate bank account
or accounts in the United States in the name of each Fund, subject only to draft
or order by the Custodian acting pursuant to the terms of this Contract, and
shall hold in such account or accounts, subject to the provisions hereof, all
cash received by it from or for the account of the Fund, other than cash
maintained by the Fund in a bank account established and used in accordance with
Rule 17f-3 under the Investment Company Act of 1940. Funds held by the Custodian
for a Fund may be deposited by it to its credit as Custodian in the Banking
Department of the Custodian or in such other banks or trust companies as it may
in its discretion deem necessary or desirable; provided, however, that every
such bank or trust company shall be qualified to act as a custodian under the
Investment Company Act of 1940 and that each such bank or trust company and the
funds to be deposited with each such bank or trust company shall on behalf of
each applicable Fund be approved by vote of a majority of the Board of Trustees
of the Fund. Such funds shall be deposited by the Custodian in its capacity as
Custodian and shall be withdrawable by the Custodian only in that capacity.

2.5 Availability of Federal Funds. Upon mutual agreement between the Fund and
the Custodian, the Custodian shall, upon the receipt of Proper Instructions from
the Fund, make

                                        4
<PAGE>

federal funds available to such Fund as of specified times agreed upon from time
to time by the Fund and the Custodian in the amount of checks received in
payment for Shares of such Fund which are deposited into the Fund's account.

2.6 Collection of Income. Subject to the provisions of Section 2.3, the
Custodian shall collect on a timely basis all income and other payments with
respect to registered domestic securities held hereunder to which the Fund shall
be entitled either by law or pursuant to custom in the securities business, and
shall collect on a timely basis all income and other payments with respect to
bearer domestic securities if, on the date of payment by the issuer, such
securities are held by the Custodian or its agent thereof and shall credit such
income, as collected, to such Fund's custodian account. Without limiting the
generality of the foregoing, the Custodian shall detach and present for payment
all coupons and other income items requiring presentation as and when they
become due and shall collect interest when due on securities held hereunder.
Income due each Fund on securities loaned pursuant to the provisions of Section
2.2 (10) shall be the responsibility of the Fund. The Custodian will have no
duty or responsibility in connection therewith, other than to provide the Fund
with such information or data as may be necessary to assist the Fund in
arranging for the timely delivery to the Custodian of the income to which the
Fund is properly entitled.

2.7 Payment of Fund Moneys. Upon receipt of Proper Instructions from the Fund,
which may be continuing instructions when deemed appropriate by the parties, the
Custodian shall pay out moneys of a Fund in the following cases only:

1) Upon the purchase of domestic securities, options, futures contracts or
options on futures contracts for the account of the Fund but only (a) against
the delivery of such securities or evidence of title to such options, futures
contracts or options on futures contracts to the Custodian (or any bank, banking
firm or trust company doing business in the United States or abroad which is
qualified under the Investment Company Act of 1940, as amended, to act as a
custodian and has been designated by the Custodian as its agent for this
purpose) registered in the name of the Fund or in the name of a nominee of the
Custodian referred to in Section 2.3 hereof or in proper form for transfer; (b)
in the case of a purchase effected through a U.S. Securities System, in
accordance with the conditions set forth in Section 2.10 hereof; (c) in the case
of a purchase involving the Direct Paper System, in accordance with the
conditions set forth in Section 2.11; (d) in the case of repurchase agreements
entered into between the Fund and the Custodian, or another bank, or a
broker-dealer which is a member of NASD, (i) against delivery of the securities
either in certificate form or through an entry crediting the Custodian's account
at the Federal Reserve Bank with such securities or (ii) against delivery of the
receipt evidencing purchase by the Fund of securities owned by the Custodian
along with written evidence of the agreement by the Custodian to repurchase such
securities from the Fund or (e) for transfer to a time deposit account of the
Fund in

                                        5
<PAGE>

any bank, whether domestic or foreign; such transfer may be effected prior to
receipt of a confirmation from a broker and/or the applicable bank pursuant to
Proper Instructions from the Fund as defined in Article 5;

2) In connection with conversion, exchange or surrender of securities owned by
the Fund as set forth in Section 2.2 hereof;

3) For the redemption or repurchase of Shares issued by the Fund as set forth in
Article 4 hereof;

4) For the payment of any expense or liability incurred by the Fund, including
but not limited to the following payments for the account of the Fund: interest,
taxes, management, accounting, transfer agent and legal fees, and operating
expenses of the Fund whether or not such expenses are to be in whole or part
capitalized or treated as deferred expenses;

5) For the payment of any dividends on Shares of the Fund declared pursuant to
the governing documents of the Fund;

6) For payment of the amount of dividends received in respect of securities sold
short;

7) For any other proper purpose, but only upon receipt of, in addition to Proper
Instructions from the Fund, a certified copy of a resolution of the Board of
Trustees, specifying the amount of such payment, setting forth the purpose for
which such payment is to be made, declaring such purpose to be a proper purpose,
and naming the person or persons to whom such payment is to be made; and

8) Upon termination of this Contract.

2.8 Liability for Payment in Advance of Receipt of Securities Purchased. Except
as specifically stated otherwise in this Contract, in any and every case where
payment for purchase of domestic securities for the account of a Fund is made by
the Custodian in advance of receipt of the securities purchased in the absence
of specific written instructions from the Fund to so pay in advance, the
Custodian shall be absolutely liable to the Fund for such securities to the same
extent as if the securities had been received by the Custodian.

2.9 Appointment of Agents. The Custodian may at any time or times in its
discretion appoint (and may at any time remove) any other bank or trust company
which is itself qualified under the Investment Company Act of 1940, as amended,
to act as a custodian, as its agent to carry out such of the provisions of this
Article 2 as the Custodian may from time to time direct; provided, however, that
the appointment of any agent shall not relieve the Custodian of its
responsibilities or liabilities hereunder.

                                        6
<PAGE>

2.10 Deposit of Fund Assets in U.S. Securities Systems. The Custodian may
deposit and/or maintain securities owned by a Fund in a clearing agency
registered with the Securities and Exchange Commission under Section 17A of the
Securities Exchange Act of 1934, which acts as a securities depository, or in
the book-entry system authorized by the U.S. Department of the Treasury and
certain federal agencies, collectively referred to herein as "U.S. Securities
System" in accordance with applicable Federal Reserve Board and Securities and
Exchange Commission rules and regulations, if any, and subject to the following
provisions:

1) The Custodian may keep securities of the Fund in a U.S. Securities System
provided that such securities are represented in an account ("Account") of the
Custodian in the U.S. Securities System which shall not include any assets of
the Custodian other than assets held as a fiduciary, custodian or otherwise for
customers;

2) The records of the Custodian with respect to securities of the Fund which are
maintained in a U.S. Securities System shall identify by book-entry those
securities belonging to the Fund;

3) The Custodian shall pay for securities purchased for the account of the Fund
upon (i) receipt of advice from the U.S. Securities System that such securities
have been transferred to the Account, and (ii) the making of an entry on the
records of the Custodian to reflect such payment and transfer for the account of
the Fund. The Custodian shall transfer securities sold for the account of the
Fund upon (i) receipt of advice from the U.S. Securities System that payment for
such securities has been transferred to the Account, and (ii) the making of an
entry on the records of the Custodian to reflect such transfer and payment for
the account of the Fund. Copies of all advices from the U.S. Securities System
of transfers of securities for the account of the Fund shall identify the Fund,
be maintained for the Fund by the Custodian and be provided to the Fund at its
request. Upon request, the Custodian shall furnish the Fund confirmation of each
transfer to or from the account of the Fund in the form of a written advice or
notice and shall furnish to the Fund copies of daily transaction sheets
reflecting each day's transactions in the U.S. Securities System for the account
of the Fund.

4) The Custodian shall provide the Fund with any report obtained by the
Custodian on the U.S. Securities System's accounting system, internal accounting
control and procedures for safeguarding securities deposited in the U.S.
Securities System;

5) The Custodian shall have received from the Fund the initial or annual
certificate, as the case may be, required by Article 14 hereof;


                                        7
<PAGE>
6) Anything to the contrary in this Contract notwithstanding, the Custodian
shall be liable to the Fund for any loss or damage to the Fund resulting from
use of the U.S. Securities System by reason of any negligence, misfeasance or
misconduct of the Custodian or any of its agents or of any of its or their
employees or from failure of the Custodian or any such agent to enforce
effectively such rights as it may have against the U.S. Securities System; at
the election of the Fund, it shall be entitled to be subrogated to the rights of
the Custodian with respect to any claim against the U.S. Securities System or
any other person which the Custodian may have as a consequence of any such loss
or damage if and to the extent that the Fund has not been made whole for any
such loss or damage.

2.11 Fund Assets Held in the Custodian's Direct Paper System. The Custodian may
deposit and/or maintain securities owned by a Fund in the Direct Paper System of
the Custodian subject to the following provisions:

1) No transaction relating to securities in the Direct Paper System will be
effected in the absence of Proper Instructions from the Fund;

2) The Custodian may keep securities of the Fund in the Direct Paper System only
if such securities are represented in an account of the Custodian in the Direct
Paper System which shall not include any assets of the Custodian other than
assets held as a fiduciary, custodian or otherwise for customers;

3) The records of the Custodian with respect to securities of the Fund which are
maintained in the Direct Paper System shall identify by book-entry those
securities belonging to the Fund;

4) The Custodian shall pay for securities purchased for the account of the Fund
upon the making of an entry on the records of the Custodian to reflect such
payment and transfer of securities to the account of the Fund. The Custodian
shall transfer securities sold for the account of the Fund upon the making of an
entry on the records of the Custodian to reflect such transfer and receipt of
payment for the account of the Fund;

5) The Custodian shall furnish the Fund confirmation of each transfer to or from
the account of the Fund, in the form of a written advice or notice, of Direct
Paper on the next business day following such transfer and shall furnish to the
Fund copies of daily transaction sheets reflecting each day's transaction in the
U.S. Securities System for the account of the Fund;

6) The Custodian shall provide the Fund with any report on its system of
internal accounting control as the Fund may reasonably request from time to
time.


                                       8
<PAGE>
2.12 Segregated Account. The Custodian shall upon receipt of Proper Instructions
from the Fund establish and maintain a segregated account or accounts for and on
behalf of each such Fund, into which account or accounts may be transferred cash
and/or securities, including securities maintained in an account by the
Custodian pursuant to Section 2.10 hereof, (i) in accordance with the provisions
of any agreement among the Fund, the Custodian and a broker-dealer registered
under the Exchange Act and a member of the NASD (or any futures commission
merchant registered under the Commodity Exchange Act), relating to compliance
with the rules of The Options Clearing Corporation and of any registered
national securities exchange (or the Commodity Futures Trading Commission or any
registered contract market), or of any similar organization or organizations,
regarding escrow or other arrangements in connection with transactions by the
Fund, (ii) for purposes of segregating cash or government securities in
connection with options purchased, sold or written by the Fund or commodity
futures contracts or options thereon purchased or sold by the Fund, (iii) for
the purposes of compliance by the Fund with the procedures required by
Investment Company Act Release No. 10666, or any subsequent release or releases
of the Securities and Exchange Commission relating to the maintenance of
segregated accounts by registered investment companies and (iv) for other proper
corporate purposes, but only, in the case of clause (iv), upon receipt of, in
addition to Proper Instructions from the Fund, a certified copy of a resolution
of the Board of Trustees setting forth the purpose or purposes of such
segregated account and declaring such purposes to be proper corporate purposes.

2.13 Ownership Certificates for Tax Purposes. The Custodian shall execute
ownership and other certificates and affidavits for all federal and state tax
purposes in connection with receipt of income or other payments with respect to
domestic securities of each Fund held by it and in connection with transfers of
securities.

2.14 Proxies. The Custodian shall, with respect to the domestic securities held
hereunder, cause to be promptly executed by the registered holder of such
securities, if the securities are registered otherwise than in the name of the
Fund or a nominee of the Fund, all proxies, without indication of the manner in
which such proxies are to be voted, and shall promptly deliver to the Fund such
proxies, all proxy soliciting materials and all notices relating to such
securities.

2.15 Communications Relating to Fund Securities. Subject to the provisions of
Section 2.3, the Custodian shall transmit promptly to the Fund all written
information (including, without limitation, pendency of calls and maturities of
domestic securities and expirations of rights in connection therewith and
notices of exercise of call and put options written by the Fund and the maturity
of futures contracts purchased or sold by the Fund) received by the Custodian
from issuers of the securities being held for the Fund. With respect to tender
or exchange offers, the Custodian shall transmit promptly to the Fund all
written information received by the Custodian from issuers of the securities
whose tender or exchange is sought

                                       9
<PAGE>
and from the party (or his agents) making the tender or exchange offer. If the
Fund desires to take action with respect to any tender offer, exchange offer or
any other similar transaction, the Fund shall notify the Custodian at least
three business days prior to the date on which the Custodian is to take such
action.

3. Duties of the Custodian with Respect to Property of the Fund Held Outside of
the United States

3.1 Appointment of Foreign Sub-Custodians. The Fund hereby authorizes and
instructs the Custodian to employ as sub-custodians for the Fund's securities
and other assets maintained outside the United States the foreign banking
institutions and foreign securities depositories designated on Schedule A hereto
("foreign sub-custodians"). Upon receipt of "Proper Instructions", as defined in
Section 5 of this Contract, together with a certified resolution of the Fund's
Board of Trustees, the Custodian and the Fund may agree to amend Schedule A
hereto from time to time to designate additional foreign banking institutions
and foreign securities depositories to act as sub-custodian. Upon receipt of
Proper Instructions, the Fund may instruct the Custodian to cease the employment
of any one or more such sub-custodians for maintaining custody of the Fund's
assets.

3.2 Assets to be Held. The Custodian shall limit the securities and other assets
maintained in the custody of the foreign sub-custodians to: (a) "foreign
securities", as defined in paragraph (c)(l) of Rule 17f-5 under the Investment
Company Act of 1940, and (b) cash and cash equivalents in such amounts as the
Custodian or the Fund may determine to be reasonably necessary to effect the
Fund's foreign securities transactions. The Custodian shall identify on its
books as belonging to the Fund, the foreign securities of the Fund held by each
foreign sub-custodian.

3.3 Foreign Securities Systems. Except as may otherwise be agreed upon in
writing by the Custodian and the Fund, assets of the Funds shall be maintained
in a clearing agency which acts as a securities depository or in a book-entry
system for the central handling of securities located outside of the United
States (each a "Foreign Securities System") only through arrangements
implemented by the foreign banking institutions serving as sub-custodians
pursuant to the terms hereof (Foreign Securities Systems and U.S. Securities
Systems are collectively referred to herein as the "Securities Systems"). Where
possible, such arrangements shall include entry into agreements containing the
provisions set forth in Section 3.5 hereof.

3.4 Holding Securities. The Custodian may hold cash, securities and other
non-cash property for all of its customers, including the Fund, with a foreign
sub-custodian in a single account that is identified as belonging to the
Custodian for the benefit of its customers, provided however, that (i) the
records of the Custodian with respect to cash, securities and other non-cash
property of the Fund which are maintained in such account shall identify by
book-
                                       10
<PAGE>
entry the cash, securities and other non-cash property belonging to the Fund
and (ii) the Custodian shall require that cash, securities and other non-cash
property so held by the foreign sub-custodian be held separately from any assets
of the Custodian, the foreign sub-custodian or of others.

3.5 Agreements with Foreign Banking Institutions. Each agreement with a foreign
banking institution shall provide that: (a) the assets of each Fund will not be
subject to any right, charge, security interest, lien or claim of any kind in
favor of the foreign banking institution or its creditors or agent, except a
claim of payment for their safe custody or administration; (b) beneficial
ownership for the assets of each Fund will be freely transferable without the
payment of money or value other than for custody or administration; (c) adequate
records will be maintained identifying the assets as belonging to each
applicable Fund; (d) officers of or auditors employed by, or other
representatives of the Custodian, including to the extent permitted under
applicable law the independent public accountants for the Fund, will be given
access to the books and records of the foreign banking institution relating to
its actions under its agreement with the Custodian; and (e) assets of the Funds
held by the foreign sub-custodian will be subject only to the instructions of
the Custodian or its agents.

3.6 Access of Independent Accountants of the Fund. Upon request of the Fund, the
Custodian will use its best efforts to arrange for the independent accountants
of the Fund to be afforded access to the books and records of any foreign
banking institution employed as a foreign sub-custodian insofar as such books
and records relate to the performance of such foreign banking institution under
its agreement with the Custodian.

3.7 Reports by Custodian. The Custodian will supply to the Fund from time to
time, as mutually agreed upon, statements in respect of the securities and other
assets of the Fund(s) held by foreign sub-custodians, including but not limited
to an identification of entities having possession of the Fund(s) securities and
other assets and advices or notifications of any transfers of securities to or
from each custodial account maintained by a foreign banking institution for the
Custodian on behalf of each applicable Fund indicating, as to securities
acquired for a Fund, the identity of the entity having physical possession of
such securities.

3.8 Transactions in Foreign Custody Account. (a) Except as otherwise provided in
paragraph (b) of this Section 3.8, the provision of Sections 2.2 and 2.7 of this
Contract shall apply, mutatis mutandis to the foreign securities of the Fund
held outside the United States by foreign sub-custodians.

(b) Notwithstanding any provision of this Contract to the contrary, settlement
and payment for securities received for the account of each applicable Fund and
delivery of securities maintained for the account of each applicable Fund may be
effected in accordance with the customary established securities trading or
securities processing practices and

                                       11
<PAGE>

procedures in the jurisdiction or market in which the transaction occurs,
including, without limitation, delivering securities to the purchaser thereof or
to a dealer therefor (or an agent for such purchaser or dealer) against a
receipt with the expectation of receiving later payment for such securities from
such purchaser or dealer. In addition, and whether or not such practice is a
customary established trading practice in the relevant jurisdictions, the
Custodian will, upon Proper Instructions from the Fund, deliver cash to
securities brokers in foreign jurisdictions who will effect securities trades
for the Fund and cause the securities purchased to be delivered to the
applicable foreign sub-custodian at some later date.

(c) Securities maintained in the custody of a foreign sub-custodian may be
maintained in the name of such entity's nominee to the same extent as set forth
in Section 2.3 of this Contract, and the Fund agrees to hold any such nominee
harmless from any liability as a holder of record of such securities.

3.9 Liability of Foreign Sub-Custodians. Each agreement pursuant to which the
Custodian employs a foreign banking institution as a foreign sub-custodian shall
require the institution to exercise reasonable care in the performance of its
duties and to indemnify, and hold harmless, the Custodian and each Fund from and
against any loss, damage, cost, expense, liability or claim arising out of or in
connection with the institution's performance of such obligations. At the
election of the Fund, it shall be entitled to be subrogated to the rights of the
Custodian with respect to any claims against a foreign banking institution as a
consequence of any such loss, damage, cost, expense, liability or claim if and
to the extent that the Fund has not been made whole for any such loss, damage,
cost, expense, liability or claim.

3.10 Liability of Custodian. The Custodian shall be liable for the acts or
omissions of a foreign banking institution to the same extent as set forth with
respect to sub-custodians generally in this Contract and, regardless of whether
assets are maintained in the custody of a foreign banking institution, a foreign
securities depository or a branch of a U.S. bank as contemplated by paragraph
3.13 hereof, the Custodian shall not be liable for any loss, damage, cost,
expense, liability or claim resulting from nationalization, expropriation.
currency restrictions, or acts of war or terrorism or any loss where the
sub-custodian has otherwise exercised reasonable care. Notwithstanding the
foregoing provisions of this paragraph 3.10, in delegating custody duties to
State Street London Ltd., the Custodian shall not be relieved of any
responsibility to the Fund for any loss due to such delegation. except such loss
as may result from (a) political risk (including, but not limited to, exchange
control restrictions, confiscation, expropriation, nationalization,
insurrection, civil strife or armed hostilities) or (b) other losses (excluding
a bankruptcy or insolvency of State Street London Ltd. not caused by political
risk) due to Acts of God, nuclear incident or other losses under circumstances
where the Custodian and State Street London Ltd. have exercised reasonable care.

                                       12
<PAGE>

3.11 Reimbursement for Advances. If the Fund requires the Custodian to advance
cash or securities for any purpose for the benefit of a Fund including the
purchase or sale of foreign exchange or of contracts for foreign exchange, or in
the event that the Custodian or its nominee shall incur or be assessed any
taxes, charges, expenses, assessments, claims or liabilities in connection with
the performance of this Contract, except such as may arise from its or its
nominee's own negligent action, negligent failure to act or willful misconduct,
any property at any time held for the account of the applicable Fund shall be
security therefor and should the Fund fail to repay the Custodian promptly, the
Custodian shall be entitled to utilize available cash and to dispose of such
Fund's assets to the extent necessary to obtain reimbursement.

3.12 Monitoring Responsibilities. The Custodian shall furnish annually to the
Fund, during the month of June, information concerning the foreign
sub-custodians employed by the Custodian. Such information shall be similar in
kind and scope to that furnished to the Fund in connection with the initial
approval of this Contract. In addition, the Custodian will promptly inform the
Fund in the event that the Custodian learns of a material adverse change in the
financial condition of a foreign sub-custodian or any material loss of the
assets of the Fund or in the case of any foreign sub-custodian not the subject
of an exemptive order from the Securities and Exchange Commission is notified by
such foreign sub-custodian that there appears to be a substantial likelihood
that its shareholders' equity will decline below $200 million (U.S. dollars or
the equivalent thereof) or that its shareholders' equity has declined below $200
million (in each case computed in accordance with generally accepted U.S.
accounting principles).

3.13 Branches of U.S. Banks. (a) Except as otherwise set forth in this Contract,
the provisions hereof shall not apply where the custody of the Funds' assets are
maintained in a foreign branch of a banking institution which is a "bank" as
defined by Section 2(a)(5) of the Investment Company Act of 1940 meeting the
qualification set forth in Section 26(a) of said Act. The appointment of any
such branch as a sub-custodian shall be governed by paragraph 1 of this
Contract. (b) Cash held for each Fund in the United Kingdom shall be maintained
in an interest bearing account established for the Fund with the Custodian's
London branch, which account shall be subject to the direction of the Custodian,
State Street London Ltd. or both.

3.14 The Custodian shall have no responsibility or liability for any obligations
now or hereafter imposed on the Fund or the Custodian as custodian of the Fund
by the tax law of the United States of America or any state or political
subdivision thereof. It shall be the responsibility of the Fund to notify the
Custodian of the obligations imposed on the Fund or the Custodian as custodian
of the Fund by the tax law of jurisdictions other than those mentioned in the
above sentence, including responsibility for withholding and other taxes,
assessments or other governmental charges, certifications and governmental
reporting. The sole responsibility of the Custodian with regard to such tax law
shall be to use reasonable

                                       13
<PAGE>

efforts to assist the Fund with respect to any claim for exemption or refund
under the tax law of jurisdictions for which the Fund has provided such
information.

4. Payments for Sales or Repurchases or Redemptions of Shares of the Fund

The Custodian shall receive from the distributor for the Shares or from the
Transfer Agent of the Fund and deposit into the account of the appropriate Fund
such payments as are received for Shares of that Fund issued or sold from time
to time by the Fund. The Custodian will provide timely notification to the Fund
on behalf of each such Fund and the Transfer Agent of any receipt by it of
payments for Shares of such Fund.

From such funds as may be available for the purpose but subject to the
limitations of the applicable Fund's governing documents and any applicable
votes of the Board of Trustees of the Fund pursuant thereto, the Custodian
shall, upon receipt of instructions from the Transfer Agent, make funds
available for payment to holders of Shares who have delivered to the Transfer
Agent a request for redemption or repurchase of their Shares. In connection with
the redemption or repurchase of Shares of a Fund, the Custodian is authorized
upon receipt of instructions from the Transfer Agent to wire funds to or through
a commercial bank designated by the redeeming shareholders. In connection with
the redemption or repurchase of Shares of the Fund, the Custodian shall honor
checks drawn on the Custodian by a holder of Shares, which checks have been
furnished by the Fund to the holder of Shares, when presented to the Custodian
in accordance with such procedures and controls as are mutually agreed upon from
time to time between the Fund and the Custodian.

5. Proper Instructions

Proper Instructions as used throughout this Contract means a writing signed or
initialed by one or more person or persons as the Board of Trustees shall have
from time to time authorized. Each such writing shall set forth the specific
transaction or type of transaction involved, including a specific statement of
the purpose for which such action is requested. Oral instructions will be
considered Proper Instructions if the Custodian reasonably believes them to have
been given by a person authorized to give such instructions with respect to the
transaction involved. The Fund shall cause all oral instructions to be confirmed
in writing. Upon receipt of a certificate of the Secretary or an Assistant
Secretary as to the authorization by the Board of Trustees of the Fund
accompanied by a detailed description of procedures approved by the Board of
Trustees, Proper Instructions may include communications effected directly
between electro-mechanical or electronic devices provided that the Board of
Trustees and the Custodian are satisfied that such procedures afford adequate
safeguards for the Funds' assets. For purposes of this Section, Proper
Instructions shall include instructions received by the Custodian pursuant to
any three-party agreement which requires a segregated asset account in
accordance with Section 2.12.

                                       14
<PAGE>

6. Actions Permitted without Express Authority

The Custodian may in its discretion, without express authority from the Fund:

1) make payments to itself or others for minor expenses of handling securities
or other similar items relating to its duties under this Contract, provided that
all such payments shall be accounted for to the Fund;

2) surrender securities in temporary form for securities in definitive form;

3) endorse for collection, in the name of the Fund, checks, drafts and other
negotiable instruments; and

4) in general, attend to all non-discretionary details in connection with the
sale, exchange, substitution, purchase, transfer and other dealings with the
securities and property of the Fund except as otherwise directed by the Board of
Trustees of the Fund.

7. Evidence of Authority

The Custodian shall be protected in acting upon any instructions, notice,
request, consent, certificate or other instrument or paper believed by it to be
genuine and to have been properly executed by or on behalf of the Fund. The
Custodian may receive and accept a certified copy of a vote of the Board of
Trustees of the Fund as conclusive evidence (a) of the authority of any person
to act in accordance with such vote or (b) of any determination or of any action
by the Board of Trustees pursuant to the governing documents of the Fund as
described in such vote, and such vote may be considered as in full force and
effect until receipt by the Custodian of written notice to the contrary.

8. Duties of Custodian with Respect to the Books of Account and Calculation of
Net Asset Value and Net Income

The Custodian shall cooperate with and supply necessary information to the
entity or entities appointed by the Board of Trustees of the Fund to keep the
books of account of each Fund and/or compute the net asset value per share of
the outstanding shares of the Fund or, if the Custodian and the Fund execute the
applicable Price Source Authorization (the "Authorization"), the Custodian shall
keep such books of account and/or compute the net asset value per share pursuant
to the terms of the Authorization and the attachments thereto. If so directed,
the Custodian shall also calculate daily the net income of the Fund as described
in the Fund's currently effective Prospectus related to such Fund and shall
advise the Fund and the Transfer Agent daily of the total amounts of such net
income and, if instructed in writing by an officer of the Fund to do so, shall
advise the Transfer Agent periodically of the division of such net income among
its various

                                       15
<PAGE>

components. The calculations of the net asset value per share and the daily
income of each Fund shall be made at the time or times described from time to
time in the Fund's currently effective Prospectus related to such Fund.

9. RECORDS

The Custodian shall with respect to each Fund create and maintain all records
relating to its activities and obligations under this Contract in such manner as
will meet the obligations of the Fund under the Investment Company Act of 1940,
with particular attention to Section 31 thereof and Rules 31 a-1 and 31 a-2
thereunder. All such records shall be the property of the Fund and shall at all
times during the regular business hours of the Custodian be open for inspection
by duly authorized officers, employees or agents of the Fund and employees and
agents of the Securities and Exchange Commission. The Custodian shall, at the
Fund's request, supply the Fund with a tabulation of securities owned by each
Fund and held by the Custodian and shall, when requested to do so by the Fund
and for such compensation as shall be agreed upon between the Fund and the
Custodian, include certificate numbers in such tabulations.

10. Opinion of Fund's Independent Accountant

The Custodian shall take all reasonable action, as the Fund may from time to
time request, to obtain from year to year favorable opinions from the Fund's
independent accountants with respect to its activities hereunder in connection
with the preparation of the Fund's Form N-1A, and Form N-SAR or other annual
reports to the Securities and Exchange Commission and with respect to any other
requirements of such Commission.

11. Reports to Fund by Independent Public Accountants

The Custodian shall provide the Fund, at such times as the Fund may reasonably
require, with reports by independent public accountants on the accounting
system, internal accounting control and procedures for safeguarding securities,
futures contracts and options on futures contracts, including securities
deposited and/or maintained in a Securities System, relating to the services
provided by the Custodian under this Contract; such reports, shall be of
sufficient scope and in sufficient detail, as may reasonably be required by the
Fund to provide reasonable assurance that any material inadequacies would be
disclosed by such examination, and, if there are no such inadequacies, the
reports shall so state.

12. Compensation of Custodian

The Custodian shall be entitled to reasonable compensation for its services and
expenses as Custodian, as agreed upon from time to time between the Fund and the
Custodian.

                                       16
<PAGE>

13. Responsibility of Custodian

So long as and to the extent that it is in the exercise of reasonable care, the
Custodian shall not be responsible for the title, validity or genuineness of any
property or evidence of title thereto received by it or delivered by it pursuant
to this Contract and shall be held harmless in acting upon any notice, request,
consent, certificate or other instrument reasonably believed by it to be genuine
and to be signed by the proper party or parties, including any futures
commission merchant acting pursuant to the terms of a three-party futures or
options agreement. The Custodian shall be held to the exercise of reasonable
care in carrying out the provisions of this Contract, but shall be kept
indemnified by and shall be without liability to the Fund for any action taken
or omitted by it in good faith without negligence. It shall be entitled to rely
on and may act upon advice of counsel (who may be counsel for the Fund) on all
matters, and shall be without liability for any action reasonably taken or
omitted pursuant to such advice.

Except as may arise from the Custodian's own negligence or willful misconduct or
the negligence or willful misconduct of a sub-custodian or agent, the Custodian
shall be without liability to the Fund for any loss, liability, claim or expense
resulting from or caused by: (i) events or circumstances beyond the reasonable
control of the Custodian or any sub-custodian or Securities System or any agent
or nominee of any of the foregoing, including, without limitation,
nationalization or expropriation, imposition of currency controls or
restrictions, the interruption, suspension or restriction of trading on or the
closure of any securities market, power or other mechanical or technological
failures or interruptions, computer viruses or communications disruptions, acts
of war or terrorism, riots, revolutions, work stoppages, natural disasters or
other similar events or acts; (ii) errors by the Fund or its investment adviser
in their instructions to the Custodian provided such instructions have been in
accordance with this Contract; (iii) the insolvency of or acts or omissions by a
Securities System; (iv) any delay or failure of any broker, agent or
intermediary, central bank or other commercially prevalent payment or clearing
system to deliver to the Custodian's sub-custodian or agent securities purchased
or in the remittance or payment made in connection with securities sold; (v) any
delay or failure of any company, corporation, or other body in charge of
registering or transferring securities in the name of the Custodian, the Fund,
the Custodian's sub-custodians, nominees or agents or any consequential losses
arising out of such delay or failure to transfer such securities including
non-receipt of bonus, dividends and rights and other accretions or benefits;
(vi) delays or inability to perform its duties due to any disorder in market
infrastructure with respect to any particular security or Securities System; and
(vii) any provision of any present or future law or regulation or order of the
United States of America, or any state thereof, or any other country, or
political subdivision thereof or of any court of competent jurisdiction.

The Custodian shall be liable for the acts or omissions of a foreign banking
institution to the same extent as set forth with respect to sub-custodians
generally in this Contract.

                                       17
<PAGE>

If the Fund requires the Custodian to take any action with respect to
securities, which action involves the payment of money or which action may, in
the opinion of the Custodian, result in the Custodian or its nominee assigned to
the Fund being liable for the payment of money or incurring liability of some
other form, the Fund, as a prerequisite to requiring the Custodian to take such
action, shall provide indemnity to the Custodian in an amount and form
satisfactory to it.

If the Fund requires the Custodian, its affiliates, subsidiaries or agents, to
advance cash or securities for any purpose (including but not limited to
securities settlements, foreign exchange contracts and assumed settlement) or in
the event that the Custodian or its nominee shall incur or be assessed any
taxes, charges, expenses, assessments, claims or liabilities in connection with
the performance of this Contract, except such as may arise from its or its
nominee's own negligent action, negligent failure to act or willful misconduct,
any property at any time held for the account of the applicable Fund shall be
security therefor and should the Fund fail to repay the Custodian promptly, the
Custodian shall be entitled to utilize available cash and to dispose of such
Fund's assets to the extent necessary to obtain reimbursement.

14. Effective Period, Termination and Amendment

This Contract shall become effective as of its execution, shall continue in full
force and effect until terminated as hereinafter provided, may be amended at any
time by mutual agreement of the parties hereto and may be terminated by either
party by an instrument in writing delivered or mailed, postage prepaid to the
other party, such termination to take effect not sooner than thirty (30) days
after the date of such delivery or mailing; provided, however that the Custodian
shall not with respect to a Fund act under Section 2.10 hereof in the absence of
receipt of an initial certificate of the Secretary or an Assistant Secretary
that the Board of the Fund has approved the initial use of a particular
Securities System by such Fund and the receipt of an annual certificate of the
Secretary or Assistant Secretary that the Board of the Fund has reviewed any
subsequent change regarding the use by such Fund of such Securities System, as
required in each case by Rule 17f-4 under the Investment Company Act of 1940, as
amended and that the Custodian shall not with respect to a Fund act under
Section 2.11 hereof in the absence of receipt of an initial certificate of the
Secretary or an Assistant Secretary that the Board has approved the initial use
of the Direct Paper System by such Fund and the receipt of an annual certificate
of the Secretary or an Assistant Secretary that the Board of the Fund has
reviewed the use by such Fund of the Direct Paper System; provided further,
however, that the Fund shall not amend or terminate this Contract in
contravention of any applicable federal or state regulations, or any provision
of the Fund's governing documents, and further provided, that the Fund on behalf
of one or more of the Funds may at any time by action of its Board (i)
substitute another bank or trust company for the Custodian by giving notice as
described above to the Custodian, or (ii) immediately terminate this Contract in
the event of the appointment of a conservator or receiver for the Custodian by
the Comptroller of the Currency or upon the happening of a like event at the
direction of an appropriate regulatory agency or court of competent
jurisdiction.

                                       18
<PAGE>

Upon termination of the Contract, the Fund shall pay to the Custodian such
compensation as may be due as of the date of such termination and shall likewise
reimburse the Custodian for its costs, expenses and disbursements.

15. Successor Custodian

If a successor custodian for a Fund shall be appointed by the Board of Trustees
of such Fund, the Custodian shall, upon termination, deliver to such successor
custodian at the office of the Custodian, duly endorsed and in the form for
transfer, all securities, funds and other properties of each applicable Fund
then held by it hereunder and shall transfer to an account of the successor
custodian all of the securities of each such Fund held in a Securities System.

If no such successor custodian shall be appointed, the Custodian shall, in like
manner, upon receipt of a certified copy of a vote of the Board of Trustees of
the Fund, deliver at the office of the Custodian and transfer such securities,
funds and other properties in accordance with such vote.

In the event that no written order designating a successor custodian or
certified copy of a vote of the Board of Trustees shall have been delivered to
the Custodian on or before the date when such termination shall become
effective, then the Custodian shall have the right to deliver to a bank or trust
company, which is a "bank" as defined in the Investment Company Act of 1940,
doing business in Boston, Massachusetts, of its own selection, having an
aggregate capital, surplus, and undivided profits, as shown by its last
published report, of not less than $25,000,000, all securities, funds and other
properties held by the Custodian on behalf of each applicable Fund and all
instruments held by the Custodian relative thereto and all other property held
by it under this Contract on behalf of each applicable Fund and to transfer to
an account of such successor custodian all of the securities of each such Fund
held in any Securities System. Thereafter, such bank or trust company shall be
the successor of the Custodian under this Contract.

In the event that securities, funds and other properties remain in the
possession of the Custodian after the date of termination hereof owing to
failure of the Fund to procure the certified copy of the vote referred to or of
the Board of Trustees to appoint a successor custodian, the Custodian shall be
entitled to fair compensation for its services during such period as the
Custodian retains possession of such securities, funds and other properties and
the provisions of this Contract relating to the duties and obligations of the
Custodian shall remain in full force and effect.

16. Interpretive and Additional Provisions

In connection with the operation of this Contract, the Custodian and the Fund
may from time to time agree on such provisions interpretive of or in addition to
the provisions of this Contract as may in their joint opinion be consistent with
the general tenor of this Contract. Any such interpretive or additional
provisions shall be in a writing signed by both parties and shall be annexed
hereto, provided that no such interpretive or additional provisions shall
contravene any

                                       19
<PAGE>
applicable federal or state regulations or any provision of the governing
documents of the Fund. No interpretive or additional provisions made as provided
in the preceding sentence shall be deemed to be an amendment of this Contract.

17. Additional Funds

In the event that Van Kampen American Capital Distributors, Inc. establishes any
funds in addition to the Funds listed on Appendix A with respect to which it
desires to have the Custodian render services as custodian under the terms
hereof, it shall so notify the Custodian in writing, and if the Custodian agrees
in writing to provide such services, such fund shall become a Fund hereunder,
subject to the delivery by the new Fund of resolutions authorizing the
appointment of the Custodian and such other supporting or related documentation
as the Custodian may request. All references herein to the "Fund" are to each of
the Funds listed on Appendix A individually, as if this Contract were between
each such individual Fund and the Custodian. With respect to any Fund which
issues shares in separate classes or series, each class or series of such Fund
shall be treated as a separate Fund hereunder.

18. Massachusetts Law to Apply

This Contract shall be construed and the provisions thereof interpreted under
and in accordance with laws of The Commonwealth of Massachusetts.

19. Prior Contacts

This Contract supersedes and terminates, as of the date hereof, all prior
contracts between the Funds and the Custodian relating to the custody of the
Funds' assets.

20. Reproduction of Documents

This Contract and all schedules, exhibits, attachments and amendments hereto may
be reproduced by any photographic, photostatic, microfilm, micro-card, miniature
photographic or other similar process. The parties hereto all/each agree that
any such reproduction shall be admissible in evidence as the original itself in
any judicial or administrative proceeding, whether or not the original is in
existence and whether or not such reproduction was made by a party in the
regular course of business, and that any enlargement, facsimile or further
reproduction of such reproduction shall likewise be admissible in evidence.

21. Shareholder Communications

Securities and Exchange Commission Rule 14b-2 requires banks which hold
securities for the account of customers to respond to requests by issuers of
securities for the names, addresses and holdings of beneficial owners of
securities of that issuer held by the bank unless the beneficial

                                       20
<PAGE>
owner has expressly objected to disclosure of this information. In order to
comply with the rule, the Custodian needs the Fund to indicate whether the Fund
authorizes the Custodian to provide the Fund's name, address, and share position
to requesting companies whose stock the Fund owns. If the Fund tells the
Custodian "no", the Custodian will not provide this information to requesting
companies. If the Fund tells the Custodian "yes" or do not check either "yes" or
"no" below, the Custodian is required by the rule to treat the Fund as
consenting to disclosure of this information for all securities owned by the
Fund or any funds or accounts established by the Fund. For the Fund's
protection, the Rule prohibits the requesting company from using the Fund's name
and address for any purpose other than corporate communications. Please indicate
below whether the Fund consent or object by checking one of the alternatives
below.

YES [_] The Custodian is authorized to release the Fund's name, address, and
share positions of each Fund listed on Exhibit A.

NO [X] The Custodian is not authorized to release the Fund's name, address, and
share positions of each Fund listed on Exhibit A.

21. Limitation of Liability.

The execution of this Contract has been authorized by each Fund's Board of
Trustees. This Contract is executed on behalf of each Fund or the trustees of
such Fund as trustees and not individually and the obligations of the Fund under
this Contract are not binding upon any of the Fund's trustees, officers or
shareholders individually but are binding only upon the assets and property of
the Fund.


                                       21



<PAGE>
IN WITNESS WHEREOF, each of the parties has caused this instrument to be
executed in its name and behalf by its duly authorized representative and its
seal to be hereunder affixed as of the 1st day of August, 1997.

ATTEST                                  EACH OF THE FUNDS LISTED ON
                                    APPENDIX A

/s/ [Illegible]                       By /s/ [Illegible]
- ----------------------------------       -------------------------------------

                           Vice President & Secretary

ATTEST                                  STATE STREET BANK AND TRUST COMPANY

/s/ [Illegible]                       By /s/ [Illegible]
- ----------------------------------       -------------------------------------
                                    Executive Vice President

Schedule A

The following foreign banking institutions and foreign securities depositories
have been approved by the Board of Trustees of for use as sub-custodians for the
Fund's securities and other assets:

(Insert banks and securities depositories)

Certified: /s/ [Illegible]

Fund's Authorized Officer

Date: August 1, 1997

                                   SCHEDULE A

                      STATE STREET BANK AND TRUST COMPANY
                             GLOBAL CUSTODY NETWORK
                            FOR MUTUAL FUND CLIENTS
                                      1997

Country      Subcustodian                        Central Depository

Argentina    Citibank, N.A.                      Caja de Valores S.A.

Australia    Westpac Banking                     Austraclear Limited;
          Corporation


<PAGE>

                          Reserve Bank Information and
                             Transfer System (RITS)

Austria      GiroCredit Bank                     Oesterreichische
           Aktiengesellschaft                  Kontrollbank AG
           der Sparkassen                      (Wertpapiersammelbank Division)

Bangladesh   Standard Chartered Bank             None

Belgium      Generale Bank                       Caisse Interprofessionnelle
                                    de Depots et de Virements
                                    de Titres S.A. (CIK);

                                                 Banque Nationale de Belgique

Botswana     Barclays Bank of Botswana Limited   None

Brazil       Citibank, N.A.                      Bolsa de Valores de Sao Paulo
                                   (Bovespa);

                                    Banco Central do Brasil,
                                    Systema Especial de Liquidacao
                                    e Custodia (SELIC)

Canada       Canada Trustco                      The Canadian Depository
             Mortgage Company                    for Securities Limited (CDS)

Chile        Citibank, N.A.                      None

                       STATE STREET BANK AND TRUST COMPANY
                             GLOBAL CUSTODY NETWORK
                             FOR MUTUAL FUND CLIENTS
                                      1997


<PAGE>

Country                     Subcustodian                    Central Depository

People's Republic of China The Hongkong and Shanghai Shanghai Securities Central
                Banking Corporation Limited, Clearing and Registration
                Shanghai and Shenzhen branches Corporation (SSCCRC);

                                    Shenzhen Securities Central
                                    Clearing Co., Ltd. (SSCC)

Colombia                      Cititrust Colombia S.A.       None
                            Sociedad Fiduciaria

Cyprus                        Barclays Bank PLC             None
                            Cyprus Offshore Banking Unit

Czech Republic          Ceskoslovenska Obchodni         Stredisko Cennych Papiru
(SCP);
                        Banka A.S.

                                    Czech National Bank (CNB)

Denmark                   Den Danske Bank                 Vaerdipapircentralen -
                                          The Danish Securities
                                          Center (VP)

Ecuador                     Citibank, N.A.                  None

Egypt                     National Bank of Egypt            None

Finland                   Merita Bank Limited      The Central Share Register of
                                           Finland

France                    Banque Paribas            Societe Interprofessionnelle
                                          pour la Compensation des
                                          Valeurs Mobilieres (SICOVAM);


<PAGE>

                               Banque de France,
                                 Saturne System

Germany       Dresdner Bank A.G.             The Deutscher Kassenverein AG

Ghana       Barclays Bank of Ghana Limited   None

                       STATE STREET BANK AND TRUST COMPANY
                             GLOBAL CUSTODY NETWORK
                             FOR MUTUAL FUND CLIENTS
                                      1997

Country       Subcustodian                   Central Depository

Greece        National Bank of               The Central Securities Depository
           Greece S.A.                    (Aporhetirion Titlon A.E.)

Hong Kong     Standard Chartered Bank        The Central Clearing and
                            Settlement System (CCASS)

Hungary       Citibank Budapest Rt.          The Central Depository and Clearing
           House (Budapest) Ltd.

India         Deutsche Bank AG               None

           The Hongkong and Shanghai         None
           Banking Corporation Limited

Indonesia     Standard Chartered Bank        None

Ireland       Bank of Ireland                None;


<PAGE>

                          The Central Bank of Ireland,
                        The Gilt Settlement Office (GSO)

Israel        Bank Hapoalim B.M.             The Clearing House of the
                             Tel Aviv Stock Exchange

Italy         Banque Paribas                 Monte Titoli S.p.A.;

                             Banca d'Italia

Ivory Coast   Societe Generale de Banques    None
           en Cote d'Ivoire

                             Bank of Japan Net System

           The Fuji Bank, Limited        Japan Securities Depository Center
                                 (JASDEC);

                             Bank of Japan Net System

                       STATE STREET BANK AND TRUST COMPANY
                             GLOBAL CUSTODY NETWORK
                             FOR MUTUAL FUND CLIENTS
                                      1997

Country       Subcustodian                   Central Depository

Japan (cont.)   The Sumitomo Trust              Japan Securities Depostiory
             & Banking Co., Ltd.             Center (JASDEC);

                             Bank of Japan Net System


<PAGE>

Jordan        The British Bank of the Middle East  None

Kenya         Barclays Bank of Kenya Limited       None

Republic of Korea  SEOULBANK                   Korea Securities Depository (KSD)

Malaysia      Standard Chartered Bank          Malaysian Central Depository Sdn.
           Malaysia Berhad             Bhd. (MCD)

Mauritius     The HongKong and Shanghai            None
           Banking Corporation Limited

Mexico        Citibank Mexico, S.A.                S.D. INDEVAL, S.A. de C.V.
                                 (Instituto para el Deposito de
                                 Valores);

                                 Banco de Mexico

Morocco       Banque Commerciale du Maroc          None

Netherlands   MeesPierson N.V.                     Nederlands Centraal
                                 Instituut voor Giraal
                                 Effectenverkeer B.V.
                                 (NECIGEF)

New Zealand   ANZ Banking Group                   New Zealand Central Securities
           (New Zealand) Limited                Depository Limited (NZCSD)

Norway        Christiania Bank og                  Verdipapirsentralen -
           Kreditkasse                          The Norwegian Registry
                                             of Securities (VPS)

                       STATE STREET BANK AND TRUST COMPANY


<PAGE>

                             GLOBAL CUSTODY NETWORK
                             FOR MUTUAL FUND CLIENTS
                                      1997

Country          Subcustodian                  Central Depository

Pakistan         Deutsche Bank AG                None

Peru             Citibank, N.A.              Caja de Valores (CAVAL)

Philippines      Standard Chartered Bank         None

Poland           Citibank Poland S.A.          The National Depository
                                     of Securities (Centrum
                                     Krajowy Depozytu
                                     Papierow Wartos'ciowych);
                                     National Bank of Poland

Portugal         Banco Comercial Portugues     Central de Valores
                                     Mobiliarios (Central)

Russia           Credit Suisse First Boston, Zurich via  None
               Credit Suisse First Boston
               (Moscow) Limited

Singapore        The Development Bank                    The Central Depository
               of Singapore Ltd.                       (Pte) Limited (CDP)

Slovak Republic  Ceskoslovenska Obchadna       Stredisko cennych
         Banka A.S.                    papierov (SCP);

                                 National Bank of Slovakia

South Africa     Standard Bank of              The Central Depository Limited
          South Africa Limited


<PAGE>

Spain            Banco Santander, S.A.         Servicio de Compensacion y
                                      Liquidacion de Valores (SCLV);

                                      Banco de Espana,
                                      Anotaciones en Cuenta

Sri Lank         The Hongkong and Shanghai     The Central Depository
              Banking Corporation Limited   System (Pvt) Limited

Swaziland        Barclays Bank of Swaziland Limited      None

Sweden           Skandinaviska Enskilda        Vardepapperscentralen VPC AB -
              Banken                        The Swedish Central Securities
                                         Depository

                       STATE STREET BANK AND TRUST COMPANY
                             GLOBAL CUSTODY NETWORK
                             FOR MUTUAL FUND CLIENTS
                                      1997

Country         Subcustodian                   Central Depository

Switzerland     Union Bank of Switzerland      Schweizerische Effekten -
                                     Giro AG (SEGA)

Taiwan-R.O.C.   Central Trust of China         The Taiwan Securities
                                     Central Depository
                                     Company, Ltd.(TSCD)

Thailand        Standard Chartered Bank        Thailand Securities Depository
                                     Company Limited (TSD)

Turkey          Citibank, N.A.                 Takas ve Saklama Bankasi A.S.
                                    (TAKASBANK)


<PAGE>

                             Central Bank of Turkey

United Kingdom  State Street Bank and            None;
          Trust Company

                                     The Bank of England,
                                     The Central Gilts Office (CGO);
                                     The Central Moneymarkets Office
                                     (CMO)

Uruguay         Citibank, N.A.                   None

Venezuela       Citibank, N.A.                   None

Zambia          Barclays Bank of Zambia Limited  Lusaka Central Depository (LCD)

Zimbabwe        Barclays Bank of Zimbabwe Limited   None

Euroclear (The Euroclear System)/ State Street London Limited
Cedel (Cedel Bank societe anonyme)/ State Street London Limited



<PAGE>
Appendix A

Van Kampen American Capital Comstock Fund
Van Kampen American Capital Corporate Bond Fund
Van Kampen American Capital Emerging Growth Fund
Van Kampen American Capital Enterprise Fund
Van Kampen American Capital Equity Income Fund
Van Kampen American Capital Global Managed Assets Fund
Van Kampen American Capital Government Securities Fund
Van Kampen American Capital Government Target Fund
Van Kampen American Capital Growth and Income Fund
Van Kampen American Capital Harbor Fund
Van Kampen American Capital High Income Corporate Bond Fund

Van Kampen American Capital Life Investment Trust on behalf of its series

      Asset Allocation Portfolio
      Domestic Income Portfolio
      Emerging Growth Portfolio
      Enterprise Portfolio
      Global Equity Portfolio
      Government Portfolio
      Growth and Income Portfolio
      Money Market Portfolio
      Morgan Stanley Real Estate Securities Portfolio

Van Kampen American Capital Limited Maturity Government Fund
Van Kampen American Capital Pace Fund
Van Kampen American Capital Real Estate Securities Fund
Van Kampen American Capital Reserve Fund
Van Kampen American Capital Small Capitalization Fund

Van Kampen American Capital Tax-Exempt Trust on behalf of its series

      Van Kampen American Capital High Yield Municipal Fund

Van Kampen American Capital U.S. Government Trust for Income



                                       1

<PAGE>
Van Kampen American Capital World Portfolio Series Trust on behalf of its series

      Van Kampen American Capital Global Equity Fund
      Van Kampen American Capital Global Government Securities Fund

Van Kampen American Capital U.S. Government Trust

      Van Kampen American Capital U.S. Government Fund

Van Kampen American Capital Tax Free Trust

      Van Kampen American Capital Insured Tax Free Income Fund


      Van Kampen American Capital Tax Free High Income Fund
      Van Kampen American Capital California Insured Tax Free Fund
      Van Kampen American Capital Municipal Income Fund
      Van Kampen American Capital Intermediate Term Municipal Income Fund
      Van Kampen American Capital Florida Insured Tax Free Income Fund
      Van Kampen American Capital New Jersey Tax Free Income Fund
      Van Kampen American Capital New York Tax Free Income Fund

Van Kampen American Capital Trust

      Van Kampen American Capital High Yield Fund
      Van Kampen American Capital Short-Term Global Income Fund
      Van Kampen American Capital Strategic Income Fund

Van Kampen American Capital Equity Trust

      Van Kampen American Capital Utility Fund
      Van Kampen American Capital Value Fund
      Van Kampen American Capital Great American Companies Fund
      Van Kampen American Capital Growth Fund
      Van Kampen American Capital Prospector Fund
      Van Kampen American Capital Aggressive Growth Fund

Van Kampen American Capital Pennsylvania Tax Free Income Fund
Van Kampen American Capital Tax Free Money Fund
Van Kampen American Capital Foreign Securities Fund

The Explorer Institutional Trust

      Explorer Institutional Active Core Fund
      Explorer Institutional Limited Duration Fund

Van Kampen American Capital Navigator Funds

      Emerging Markets Equity Portfolio
      Emerging Markets Fixed Income Portfolio
      U.S. Quality Equity Portfolio

                                       2
<PAGE>

Van Kampen American Capital Exchange Fund
Van Kampen American Capital Municipal Income Trust
Van Kampen American Capital California Municipal Trust
Van Kampen American Capital High Income Trust

Van Kampen American Capital High Income Trust II
Van Kampen American Capital Investment Grade Municipal Trust
Van Kampen American Capital Prime Rate Income Trust
Van Kampen American Capital Municipal Trust
Van Kampen American Capital California Quality Municipal Trust

Van Kampen American Capital Florida Quality Municipal Trust
Van Kampen American Capital New York Quality Municipal Trust
Van Kampen American Capital Ohio Quality Municipal Trust
Van Kampen American Capital Pennsylvania Quality Municipal Trust
Van Kampen American Capital Trust for Insured Municipals

Van Kampen American Capital Trust for Investment Grade Municipals
Van Kampen American Capital Trust for Investment Grade California Municipals
Van Kampen American Capital Trust for Investment Grade Florida Municipals
Van Kampen American Capital Trust for Investment Grade New Jersey Municipals
Van Kampen American Capital Trust for Investment Grade New York Municipals

Van Kampen American Capital Trust for Pennsylvania Municipals
Van Kampen American Capital Municipal Opportunity Trust
Van Kampen American Capital Advantage Municipal Income Trust
Van Kampen American Capital Advantage Pennsylvania Municipal Income Trust
Van Kampen American Capital Strategic Sector Municipal Trust

Van Kampen American Capital Value Municipal Income Trust
Van Kampen American Capital California Value Municipal Income Trust
Van Kampen American Capital Massachusetts Value Municipal Income Trust
Van Kampen American Capital New Jersey Value Municipal Income Trust
Van Kampen American Capital New York Value Municipal Income Trust

Van Kampen American Capital Ohio Value Municipal Income Trust
Van Kampen American Capital Pennsylvania Value Municipal Income Trust
Van Kampen American Capital Municipal Opportunity Trust II

                                       3
<PAGE>


Van Kampen American Capital Florida Municipal Opportunity Trust
Van Kampen American Capital Advantage Municipal Income Trust II
Van Kampen American Capital Select Sector Municipal Trust
Van Kampen American Capital Bond Fund
Van Kampen American Capital Convertible Securities Fund
Van Kampen American Capital Income Trust

                                       4
<PAGE>



                         AMENDMENT TO CUSTODIAN CONTRACT

         This Amendment to the Custodian Contract made as of May 24, 2001 by and
between each fund or series of a fund listed on Appendix A which evidences its
agreement to be bound hereby by executing a copy of this Amendment (each such
Fund is individually hereinafter referred to as the "Fund") and State Street
Bank and Trust Company (the "Custodian"). Capitalized terms used in this
Amendment without definition shall have the respective meanings given to such
terms in the Custodian Contract referred to below.

         WHEREAS, the Fund and the Custodian entered into a Custodian Contract
Agreement dated as of August 1, 1997 (the "Contract");

         WHEREAS, the Fund is authorized to issue shares in separate series,
with each such series representing interests in a separate portfolio of
securities and other assets, and the Fund has made each fund or series of a fund
listed on Appendix A subject to the Contract (each such series, together with
all other series subsequently established by the Fund and made subject to the
Contract in accordance with the terms thereof, shall be referred to as a
"Portfolio", and, collectively, the "Portfolios");

         WHEREAS, the Fund and the Custodian desire to amend certain provisions
of the Contract to reflect revisions to Rule 17f-5 ("Rule 17f-5") and the
adoption of Rule 17f-7 ("Rule 17f-7") promulgated under the Investment Company
Act of 1940, as amended (the "1940 Act"); and

         WHEREAS, the Fund and the Custodian desire to amend and restate certain
other provisions of the Contract relating to the custody of assets of each of
the Portfolios held outside of the United States.

         NOW THEREFORE, in consideration of the foregoing and the mutual
covenants and agreements hereinafter contained, the parties hereby agree to
amend the Contract, pursuant to the terms thereof, as follows:

I.       Article 3 of the Contract is hereby deleted, and Articles 4 through 22
         of the Contract are hereby renumbered, as of the effective date of this
         Amendment, as Articles 5 through 23, respectively.

II.      New Articles 3 and 4 of the Contract are hereby added, as of the
         effective date of this Amendment, as set forth below.



<PAGE>

3.       PROVISIONS RELATING TO RULES 17f-5 AND 17f-7

3.1. DEFINITIONS. Capitalized terms in this Amendment shall have the following
meanings:

"Country Risk" means all factors reasonably related to the systemic risk of
holding Foreign Assets in a particular country including, but not limited to,
such country's political environment, economic and financial infrastructure
(including any Eligible Securities Depository operating in the country),
prevailing or developing custody and settlement practices, and laws and
regulations applicable to the safekeeping and recovery of Foreign Assets held in
custody in that country.

"Eligible Foreign Custodian" has the meaning set forth in section (a)(1) of Rule
17f-5, including a majority-owned or indirect subsidiary of a U.S. Bank (as
defined in Rule 17f-5), a bank holding company meeting the requirements of an
Eligible Foreign Custodian (as set forth in Rule 17f-5 or by other appropriate
action of the U.S. Securities and Exchange Commission (the "SEC")), or a foreign
branch of a Bank (as defined in Section 2(a)(5) of the 1940 Act) meeting the
requirements of a custodian under Section 17(f) of the 1940 Act; the term does
not include any Eligible Securities Depository.

"Eligible Securities Depository" has the meaning set forth in section (b)(1) of
Rule 17f-7.

"Foreign Assets" means any of the Portfolios' investments (including foreign
currencies) for which the primary market is outside the United States and such
cash and cash equivalents as are reasonably necessary to effect the Portfolios'
transactions in such investments.

"Foreign Custody Manager" has the meaning set forth in section (a)(3) of Rule
17f-5.

3.2. THE CUSTODIAN AS FOREIGN CUSTODY MANAGER.

         3.2.1 DELEGATION TO THE CUSTODIAN AS FOREIGN CUSTODY MANAGER. The Fund,
by resolution adopted by its Board of Trustees (the "Board"), hereby delegates
to the Custodian, subject to Section (b) of Rule 17f-5, the responsibilities set
forth in this Section 3.2 with respect to Foreign Assets of the Portfolios held
outside the United States, and the Custodian hereby accepts such delegation as
Foreign Custody Manager with respect to the Portfolios.

         3.2.2 COUNTRIES COVERED. The Foreign Custody Manager shall be
responsible for performing the delegated responsibilities defined below only
with respect to the countries and custody arrangements for each such country
listed on Schedule A to this Contract, which list of countries may be amended
from time to time by the Fund with the agreement of the Foreign Custody Manager.
The Foreign Custody Manager shall list on Schedule A the Eligible Foreign
Custodians selected by the Foreign Custody Manager to maintain the assets of the
Portfolios, which list of Eligible Foreign Custodians may be



                                       2
<PAGE>

amended from time to time in the sole discretion of the Foreign Custody Manager.
The Foreign Custody Manager will provide amended versions of Schedule A in
accordance with Section 3.2.5 hereof.

Upon the receipt by the Foreign Custody Manager of Proper Instructions to open
an account or to place or maintain Foreign Assets in a country listed on
Schedule A, and the fulfillment by the Fund, on behalf of the Portfolios, of the
applicable account opening requirements for such country, the Foreign Custody
Manager shall be deemed to have been delegated by the Board on behalf of the
Portfolios responsibility as Foreign Custody Manager with respect to that
country and to have accepted such delegation. Execution of this Amendment by the
Fund shall be deemed to be a Proper Instruction to open an account, or to place
or maintain Foreign Assets, in each country listed on Schedule A in which the
Custodian has previously placed or currently maintains Foreign Assets pursuant
to the terms of the Contract. Following the receipt of Proper Instructions
directing the Foreign Custody Manager to close the account of a Portfolio with
the Eligible Foreign Custodian selected by the Foreign Custody Manager in a
designated country, the delegation by the Board on behalf of the Portfolios to
the Custodian as Foreign Custody Manager for that country shall be deemed to
have been withdrawn and the Custodian shall immediately cease to be the Foreign
Custody Manager of the Portfolios with respect to that country.

The Foreign Custody Manager may withdraw its acceptance of delegated
responsibilities with respect to a designated country upon written notice to the
Fund. Thirty days (or such longer period to which the parties agree in writing)
after receipt of any such notice by the Fund, the Custodian shall have no
further responsibility in its capacity as Foreign Custody Manager to the Fund
with respect to the country as to which the Custodian's acceptance of delegation
is withdrawn.

         3.2.3 SCOPE OF DELEGATED RESPONSIBILITIES:

                  (a) SELECTION OF ELIGIBLE FOREIGN CUSTODIANS. Subject to the
provisions of this Section 3.2, the Foreign Custody Manager may place and
maintain the Foreign Assets in the care of the Eligible Foreign Custodian
selected by the Foreign Custody Manager in each country listed on Schedule A, as
amended from time to time. In performing its delegated responsibilities as
Foreign Custody Manager to place or maintain Foreign Assets with an Eligible
Foreign Custodian, the Foreign Custody Manager shall determine that the Foreign
Assets will be subject to reasonable care, based on the standards applicable to
custodians in the country in which the Foreign Assets will be held by that
Eligible Foreign Custodian, after considering all factors relevant to the
safekeeping of such assets, including, without limitation the factors specified
in Rule 17f-5(c)(1).

                  (b) CONTRACTS WITH ELIGIBLE FOREIGN CUSTODIANS. The Foreign
Custody Manager shall determine that the contract governing the foreign custody
arrangements with each Eligible Foreign Custodian selected by the Foreign
Custody Manager will satisfy the requirements of Rule 17f-5(c)(2).



                                       3
<PAGE>

                  (c) MONITORING. In each case in which the Foreign Custody
Manager maintains Foreign Assets with an Eligible Foreign Custodian selected by
the Foreign Custody Manager, the Foreign Custody Manager shall establish a
system to monitor (i) the appropriateness of maintaining the Foreign Assets with
such Eligible Foreign Custodian and (ii) the contract governing the custody
arrangements established by the Foreign Custody Manager with the Eligible
Foreign Custodian. In the event the Foreign Custody Manager determines that the
custody arrangements with an Eligible Foreign Custodian it has selected are no
longer appropriate, the Foreign Custody Manager shall notify the Board in
accordance with Section 3.2.5 hereunder.

         3.2.4 GUIDELINES FOR THE EXERCISE OF DELEGATED AUTHORITY. For purposes
of this Section 3.2, the Board shall be deemed to have considered and determined
to accept such Country Risk as is incurred by placing and maintaining the
Foreign Assets in each country for which the Custodian is serving as Foreign
Custody Manager of the Portfolios.

         3.2.5 REPORTING REQUIREMENTS. The Foreign Custody Manager shall report
the withdrawal of the Foreign Assets from an Eligible Foreign Custodian and the
placement of such Foreign Assets with another Eligible Foreign Custodian by
providing to the Board an amended Schedule A at the end of the calendar quarter
in which an amendment to such Schedule has occurred. The Foreign Custody Manager
shall make written reports notifying the Board of any other material change in
the foreign custody arrangements of the Portfolios described in this Section 3.2
after the occurrence of the material change.

         3.2.6 STANDARD OF CARE AS FOREIGN CUSTODY MANAGER OF A PORTFOLIO. In
performing the responsibilities delegated to it, the Foreign Custody Manager
agrees to exercise reasonable care, prudence and diligence such as a person
having responsibility for the safekeeping of assets of management investment
companies registered under the 1940 Act would exercise.

         3.2.7 REPRESENTATIONS WITH RESPECT TO RULE 17f-5. The Foreign Custody
Manager represents to the Fund that it is a U.S. Bank as defined in section
(a)(7) of Rule 17f-5. The Fund represents to the Custodian that the Board has
determined that it is reasonable for the Board to rely on the Custodian to
perform the responsibilities delegated pursuant to this Contract to the
Custodian as the Foreign Custody Manager of the Portfolios.

         3.2.8 EFFECTIVE DATE AND TERMINATION OF THE CUSTODIAN AS FOREIGN
CUSTODY MANAGER. The Board's delegation to the Custodian as Foreign Custody
Manager of the Portfolios shall be effective as of the date hereof and shall
remain in effect until terminated at any time, without penalty, by written
notice from the terminating party to the non-terminating party. Termination will
become effective thirty (30) days after receipt by the non-terminating party of
such notice. The provisions of Section 3.2.2 hereof shall govern the delegation
to and termination of the Custodian as Foreign Custody Manager of the Portfolios
with respect to designated countries.



                                       4
<PAGE>

3.3 ELIGIBLE SECURITIES DEPOSITORIES.

         3.3.1 ANALYSIS AND MONITORING. The Custodian shall (a) provide the Fund
(or its duly-authorized investment manager or investment adviser) with an
analysis of the custody risks associated with maintaining assets with the
Eligible Securities Depositories set forth on Schedule B hereto in accordance
with section (a)(1)(i)(A) of Rule 17f-7, and (b) monitor such risks on a
continuing basis, and promptly notify the Fund (or its duly-authorized
investment manager or investment adviser) of any material change in such risks,
in accordance with section (a)(1)(i)(B) of Rule 17f-7.

         3.3.2 STANDARD OF CARE. The Custodian agrees to exercise reasonable
care, prudence and diligence in performing the duties set forth in Section
3.3.1.

4.       DUTIES OF THE CUSTODIAN WITH RESPECT TO PROPERTY OF THE PORTFOLIOS HELD
         OUTSIDE THE UNITED STATES.

4.1 DEFINITIONS. Capitalized terms in this Article 4 shall have the following
meanings:

"Foreign Securities System" means an Eligible Securities Depository listed on
Schedule B hereto.

"Foreign Sub-Custodian" means a foreign banking institution serving as an
Eligible Foreign Custodian.

4.2. HOLDING SECURITIES. The Custodian shall identify on its books as belonging
to the Portfolios the foreign securities held by each Foreign Sub-Custodian or
Foreign Securities System. The Custodian may hold foreign securities for all of
its customers, including the Portfolios, with any Foreign Sub-Custodian in an
account that is identified as belonging to the Custodian for the benefit of its
customers, provided however, that (i) the records of the Custodian with respect
to foreign securities of the Portfolios which are maintained in such account
shall identify those securities as belonging to the Portfolios and (ii), to the
extent permitted and customary in the market in which the account is maintained,
the Custodian shall require that securities so held by the Foreign Sub-Custodian
be held separately from any assets of such Foreign Sub-Custodian or of other
customers of such Foreign Sub-Custodian.

4.3. FOREIGN SECURITIES SYSTEMS. Foreign securities shall be maintained in a
Foreign Securities System in a designated country through arrangements
implemented by the Custodian or a Foreign Sub-Custodian, as applicable, in such
country.

4.4. TRANSACTIONS IN FOREIGN CUSTODY ACCOUNT.

         4.4.1. DELIVERY OF FOREIGN ASSETS. The Custodian or a Foreign
Sub-Custodian shall release and deliver foreign securities of the Portfolios
held by the Custodian or such Foreign Sub-Custodian, or in a Foreign Securities
System account, only upon receipt of



                                       5
<PAGE>

Proper Instructions, which may be continuing instructions when deemed
appropriate by the parties, and only in the following cases:

         (i)      upon the sale of such foreign securities for the Portfolio in
                  accordance with commercially reasonable market practice in the
                  country where such foreign securities are held or traded,
                  including, without limitation: (A) delivery against
                  expectation of receiving later payment; or (B) in the case of
                  a sale effected through a Foreign Securities System, in
                  accordance with the rules governing the operation of the
                  Foreign Securities System;

         (ii)     in connection with any repurchase agreement related to foreign
                  securities;

         (iii)    to the depository agent in connection with tender or other
                  similar offers for foreign securities of the Portfolios;

         (iv)     to the issuer thereof or its agent when such foreign
                  securities are called, redeemed, retired or otherwise become
                  payable;

         (v)      to the issuer thereof, or its agent, for transfer into the
                  name of the Custodian (or the name of the respective Foreign
                  Sub-Custodian or of any nominee of the Custodian or such
                  Foreign Sub-Custodian) or for exchange for a different number
                  of bonds, certificates or other evidence representing the same
                  aggregate face amount or number of units;

         (vi)     to brokers, clearing banks or other clearing agents for
                  examination or trade execution in accordance with market
                  custom; provided that in any such case the Foreign
                  Sub-Custodian shall have no responsibility or liability for
                  any loss arising from the delivery of such securities prior to
                  receiving payment for such securities except as may arise from
                  the Foreign Sub-Custodian's own negligence or willful
                  misconduct;

         (vii)    for exchange or conversion pursuant to any plan of merger,
                  consolidation, recapitalization, reorganization or
                  readjustment of the securities of the issuer of such
                  securities, or pursuant to provisions for conversion contained
                  in such securities, or pursuant to any deposit agreement;

         (viii)   in the case of warrants, rights or similar foreign securities,
                  the surrender thereof in the exercise of such warrants, rights
                  or similar securities or the surrender of interim receipts or
                  temporary securities for definitive securities;

         (ix)     for delivery as security in connection with any borrowing by
                  the Portfolios requiring a pledge of assets by the Portfolios;

         (x)      in connection with trading in options and futures contracts,
                  including delivery as original margin and variation margin;



                                       6
<PAGE>

         (xi)     in connection with the lending of foreign securities; and

         (xii)    for any other purpose, but only upon receipt of Proper
                  Instructions specifying the foreign securities to be delivered
                  and naming the person or persons to whom delivery of such
                  securities shall be made.

         4.4.2. PAYMENT OF PORTFOLIO MONIES. Upon receipt of Proper
Instructions, which may be continuing instructions when deemed appropriate by
the parties, the Custodian shall pay out, or direct the respective Foreign
Sub-Custodian or the respective Foreign Securities System to pay out, monies of
a Portfolio in the following cases only:

         (i)      upon the purchase of foreign securities for the Portfolio,
                  unless otherwise directed by Proper Instructions, by (A)
                  delivering money to the seller thereof or to a dealer therefor
                  (or an agent for such seller or dealer) against expectation of
                  receiving later delivery of such foreign securities; or (B) in
                  the case of a purchase effected through a Foreign Securities
                  System, in accordance with the rules governing the operation
                  of such Foreign Securities System;

         (ii)     in connection with the conversion, exchange or surrender of
                  foreign securities of the Portfolio;

         (iii)    for the payment of any expense or liability of the Portfolio,
                  including but not limited to the following payments: interest,
                  taxes, investment advisory fees, transfer agency fees, fees
                  under this Contract, legal fees, accounting fees, and other
                  operating expenses;

         (iv)     for the purchase or sale of foreign exchange or foreign
                  exchange contracts for the Portfolio, including transactions
                  executed with or through the Custodian or its Foreign
                  Sub-Custodians;

         (v)      in connection with trading in options and futures contracts,
                  including delivery as original margin and variation margin;

         (vi)     for payment of part or all of the dividends received in
                  respect of securities sold short;

         (vii)    in connection with the borrowing or lending of foreign
                  securities; and

         (viii)   for any other purpose, but only upon receipt of Proper
                  Instructions specifying the amount of such payment and naming
                  the person or persons to whom such payment is to be made.

         4.4.3. MARKET CONDITIONS. Notwithstanding any provision of this
Contract to the contrary, settlement and payment for Foreign Assets received for
the account of the Portfolios and delivery of Foreign Assets maintained for the
account of the Portfolios



                                       7
<PAGE>

may be effected in accordance with the customary established securities trading
or processing practices and procedures in the country or market in which the
transaction occurs, including, without limitation, delivering Foreign Assets to
the purchaser thereof or to a dealer therefor (or an agent for such purchaser or
dealer) with the expectation of receiving later payment for such Foreign Assets
from such purchaser or dealer.

The Custodian shall provide to the Board the information with respect to custody
and settlement practices in countries in which the Custodian employs a Foreign
Sub-Custodian described on Schedule C hereto at the time or times set forth on
such Schedule. The Custodian may revise Schedule C from time to time, provided
that no such revision shall result in the Board being provided with
substantively less information than had been previously provided hereunder.

4.5. REGISTRATION OF FOREIGN SECURITIES. The foreign securities maintained in
the custody of a Foreign Sub-Custodian (other than bearer securities) shall be
registered in the name of the applicable Portfolio or in the name of the
Custodian or in the name of any Foreign Sub-Custodian or in the name of any
nominee of the foregoing, and the Fund on behalf of such Portfolio agrees to
hold any such nominee harmless from any liability as a holder of record of such
foreign securities. The Custodian or a Foreign Sub-Custodian shall not be
obligated to accept securities on behalf of a Portfolio under the terms of this
Contract unless the form of such securities and the manner in which they are
delivered are in accordance with reasonable market practice.

4.6 BANK ACCOUNTS. The Custodian shall identify on its books as belonging to the
Fund cash (including cash denominated in foreign currencies) deposited with the
Custodian. Where the Custodian is unable to maintain, or market practice does
not facilitate the maintenance of, cash on the books of the Custodian, a bank
account or bank accounts shall be opened and maintained outside the United
States on behalf of a Portfolio with a Foreign Sub-Custodian. All accounts
referred to in this Section shall be subject only to draft or order by the
Custodian (or, if applicable, such Foreign Sub-Custodian) acting pursuant to the
terms of this Agreement to hold cash received by or from or for the account of
the Portfolio. Cash maintained on the books of the Custodian (including its
branches, subsidiaries and affiliates), regardless of currency denomination, is
maintained in bank accounts established under, and subject to the laws of, The
Commonwealth of Massachusetts.

4.7. COLLECTION OF INCOME. The Custodian shall use reasonable commercial efforts
to collect all income and other payments with respect to the Foreign Assets held
hereunder to which the Portfolios shall be entitled and shall credit such
income, as collected, to the applicable Portfolio. In the event that
extraordinary measures are required to collect such income, the Fund and the
Custodian shall consult as to such measures and as to the compensation and
expenses of the Custodian relating to such measures.

4.8 SHAREHOLDER RIGHTS. With respect to the foreign securities held pursuant to
this Article 4, the Custodian will use reasonable commercial efforts to
facilitate the exercise of voting and other shareholder rights, subject always
to the laws, regulations and practical constraints that may exist in the country
where such securities are issued. The



                                       8
<PAGE>

Fund acknowledges that local conditions, including lack of regulation, onerous
procedural obligations, lack of notice and other factors may have the effect of
severely limiting the ability of the Fund to exercise shareholder rights.

4.9. COMMUNICATIONS RELATING TO FOREIGN SECURITIES. The Custodian shall transmit
promptly to the Fund written information with respect to materials received by
the Custodian via the Foreign Sub-Custodians from issuers of the foreign
securities being held for the account of the Portfolios (including, without
limitation, pendency of calls and maturities of foreign securities and
expirations of rights in connection therewith). With respect to tender or
exchange offers, the Custodian shall transmit promptly to the Fund written
information with respect to materials so received by the Custodian from issuers
of the foreign securities whose tender or exchange is sought or from the party
(or its agents) making the tender or exchange offer. The Custodian shall not be
liable for any untimely exercise of any tender, exchange or other right or power
in connection with foreign securities or other property of the Portfolios at any
time held by it unless (i) the Custodian or the respective Foreign Sub-Custodian
is in actual possession of such foreign securities or property and (ii) the
Custodian receives Proper Instructions with regard to the exercise of any such
right or power, and both (i) and (ii) occur at least three business days prior
to the date on which the Custodian is to take action to exercise such right or
power.

4.10. LIABILITY OF FOREIGN SUB-CUSTODIANS. Each agreement pursuant to which the
Custodian employs a Foreign Sub-Custodian shall, to the extent possible, require
the Foreign Sub-Custodian to exercise reasonable care in the performance of its
duties, and to indemnify, and hold harmless, the Custodian from and against any
loss, damage, cost, expense, liability or claim arising out of or in connection
with the Foreign Sub-Custodian's performance of such obligations. At the Fund's
election, the Portfolios shall be entitled to be subrogated to the rights of the
Custodian with respect to any claims against a Foreign Sub-Custodian as a
consequence of any such loss, damage, cost, expense, liability or claim if and
to the extent that the Portfolios have not been made whole for any such loss,
damage, cost, expense, liability or claim.

4.11. TAX LAW. The Custodian shall have no responsibility or liability for any
obligations now or hereafter imposed on the Fund, the Portfolios or the
Custodian as custodian of the Portfolios by the tax law of the United States or
of any state or political subdivision thereof. It shall be the responsibility of
the Fund to notify the Custodian of the obligations imposed on the Fund with
respect to the Portfolios or the Custodian as custodian of the Portfolios by the
tax law of countries other than those mentioned in the above sentence, including
responsibility for withholding and other taxes, assessments or other
governmental charges, certifications and governmental reporting. The sole
responsibility of the Custodian with regard to such tax law shall be to use
reasonable efforts to assist the Fund with respect to any claim for exemption or
refund under the tax law of countries for which the Fund has provided such
information.

4.12. LIABILITY OF CUSTODIAN. Except as may arise from the Custodian's own
negligence or willful misconduct or the negligence or willful misconduct of a
Sub-Custodian, the Custodian shall be without liability to the Fund for any
loss, liability, claim or expense resulting from or caused by anything which is
part of Country Risk.



                                       9
<PAGE>

The Custodian shall be liable for the acts or omissions of a Foreign
Sub-Custodian to the same extent as set forth with respect to sub-custodians
generally in the Contract and, regardless of whether assets are maintained in
the custody of a Foreign Sub-Custodian or a Foreign Securities System, the
Custodian shall not be liable for any loss, damage, cost, expense, liability or
claim resulting from nationalization, expropriation, currency restrictions, or
acts of war or terrorism, or any other loss where the Sub-Custodian has
otherwise acted with reasonable care.

III.     Except as specifically superseded or modified herein, the terms and
         provisions of the Contract shall continue to apply with full force and
         effect. In the event of any conflict between the terms of the Contract
         prior to this Amendment and this Amendment, the terms of this Amendment
         shall prevail. If the Custodian is delegated the responsibilities of
         Foreign Custody Manager pursuant to the terms of Article 3 hereof, in
         the event of any conflict between the provisions of Articles 3 and 4
         hereof, the provisions of Article 3 shall prevail.


                    [Remainder of page intentionally blank.]



                                       10
<PAGE>

         IN WITNESS WHEREOF, each of the parties has caused this Amendment to be
executed in its name and behalf by its duly authorized representative as of the
date first above written.



WITNESSED BY:                   STATE STREET BANK and TRUST COMPANY




                                By:
- ---------------------------            -----------------------------------------
Raelene S. LaPlante             Name:  Ronald E. Logue
V.P. and Assoc. Counsel         Title: Vice Chairman and Chief Operating Officer





WITNESSED BY:                   EACH OF THE FUNDS LISTED ON
                                APPENDIX A




                                By:
- ---------------------------            -----------------------------------------
Sara L. Badler                  Name:  A. Thomas Smith III
Assistant Secretary             Title: Vice President and Secretary





                                       11
<PAGE>

                                   APPENDIX A
                               As of May 24, 2001


Van Kampen Comstock Fund
Van Kampen Corporate Bond Fund
Van Kampen Emerging Growth Fund
Van Kampen Enterprise Fund
Van Kampen Equity Income Fund
Van Kampen Government Securities Fund
Van Kampen Growth and Income Fund
Van Kampen Harbor Fund
Van Kampen High Income Corporate Bond Fund

VAN KAMPEN LIFE INVESTMENT TRUST
On behalf of its series
     Aggressive Growth Portfolio
     Asset Allocation Portfolio
     Comstock Portfolio
     Domestic Income portfolio
     Emerging Growth Portfolio
     Enterprise Portfolio
     Global Equity Portfolio
     Government Portfolio
     Growth and income Portfolio
     Money Market portfolio
     Select Growth Portfolio
     Strategic Stock Portfolio
     Technology Portfolio

Van Kampen Limited Maturity Government Fund
Van Kampen Pace Fund
Van Kampen Real Estate Securities Fund
Van Kampen Reserve Fund

VAN KAMPEN TAX-EXEMPT TRUST
On behalf of its series
     Van Kampen Technology Fund

Van Kampen U.S. Government Trust for Income

VAN KAMPEN EQUITY TRUST II
On behalf of its series
     Van Kampen Tax Managed Equity Growth Fund
     Van Kampen Technology Fund



                                        i
<PAGE>

                                   APPENDIX A
                               As of May 24, 2001


Van Kampen Municipal Income Trust
Van Kampen California Municipal Trust
Van Kampen High Income Trust
Van Kampen High Income Trust II
Van Kampen Investment Grade Municipal Trust

Van Kampen Prime Rate Income Trust
Van Kampen Senior Income Trust
Van Kampen Senior Floating Rate Fund

Van Kampen Municipal Trust
Van Kampen California Quality Municipal Trust
Van Kampen Florida Quality Municipal Trust
Van Kampen New York Quality Municipal Trust
Van Kampen Ohio Quality Municipal Trust
Van Kampen Pennsylvania Quality Municipal Trust
Van Kampen Trust for Insured Municipals
Van Kampen Trust for Investment Grade Municipals
Van Kampen Trust for Investment Grade California Municipals

Van Kampen Trust for Investment Grade Florida Municipals
Van Kampen Trust for Investment Grade New Jersey Municipals
Van Kampen Trust for Investment Grade New York Municipals
Van Kampen Trust for Investment Grade Pennsylvania Municipals
Van Kampen Municipal Opportunity Trust

Van Kampen Advantage Municipal Income Trust
Van Kampen Advantage Pennsylvania Municipal Income Trust
Van Kampen Strategic Sector Municipal Trust

Van Kampen Value Municipal Income Trust
Van Kampen California Value Municipal Income Trust
Van Kampen Massachusetts Value Municipal Income Trust
Van Kampen New York Value Municipal Income Trust
Van Kampen Ohio Value Municipal Income Trust
Van Kampen Pennsylvania Value Municipal Income Trust

Van Kampen Municipal Opportunity Trust II
Van Kampen Advantage Municipal Income Trust II
Van Kampen Select Sector Municipal Trust

Van Kampen Bond Fund
Van Kampen Income Trust



                                       ii
<PAGE>

                                   APPENDIX A
                               As of May 24, 2001


VAN KAMPEN U.S. GOVERNMENT TRUST
On behalf of its series
     Van Kampen U.S. Government Fund

VAN KAMPEN TAX FREE TRUST
On behalf of its series
     Van Kampen Insured Tax Free Income Fund
     Van Kampen Tax Free High Income Fund
     Van Kampen California Insured Tax Free Fund
     Van Kampen Municipal Income Fund
     Van Kampen Intermediate Term Municipal Income Fund
     Van Kampen Florida Insured Tax Free Income Fund
     Van Kampen New York Insured Tax Free Income Fund

VAN KAMPEN TRUST
On behalf of its series
     Van Kampen High Yield Fund
     Van Kampen Managed Short Term Income Fund

VAN KAMPEN EQUITY TRUST
On behalf of its series
     Van Kampen Utility Fund
     Van Kampen Growth Fund
     Van Kampen Aggressive Growth Fund
     Van Kampen Small Cap Value Fund
     Van Kampen Small Cap Growth Fund
     Van Kampen Small Company Growth Fund
     Van Kampen Select Growth Fund
     Van Kampen Value Opportunities Fund

Van Kampen Pennsylvania Tax Free Income Fund
Van Kampen Tax Free Money Fund


Van Kampen Exchange Fund




                                       iii
<PAGE>

                                  STATE STREET                        SCHEDULE A
                             GLOBAL CUSTODY NETWORK
                                  SUBCUSTODIANS


<Table>
<Caption>
COUNTRY                    SUBCUSTODIAN
<S>                       <C>

Argentina                  Citibank, N.A.


Australia                  Westpac Banking Corporation


Austria                    Erste Bank der Osterreichischen
                           Sparkassen AG


Bahrain                    HSBC Bank Middle East
                           (as delegate of The Hongkong and
                           Shanghai Banking Corporation Limited)


Bangladesh                 Standard Chartered Bank


Belgium                    Fortis Bank nv-sa


Bermuda                    The Bank of Bermuda Limited


Bolivia                    Citibank, N. A.


Botswana                   Barclays Bank of Botswana Limited


Brazil                     Citibank, N.A.


Bulgaria                   ING Bank N.V.


Canada                     State Street Trust Company Canada


Chile                      Citibank, N.A.


People's Republic          The Hongkong and Shanghai
of China                   Banking Corporation Limited,
                           Shanghai and Shenzhen branches


Colombia                   Cititrust Colombia S.A. Sociedad Fiduciaria
</Table>




12/11/01                               1
<PAGE>

                                  STATE STREET                        SCHEDULE A
                             GLOBAL CUSTODY NETWORK
                                  SUBCUSTODIANS


<Table>
<Caption>
COUNTRY                    SUBCUSTODIAN
<S>                       <C>

Costa Rica                 Banco BCT S.A.


Croatia                    Privredna Banka Zagreb d.d


Cyprus                     The Cyprus Popular Bank Ltd.


Czech Republic             Ceskoslovenska Obchodni
                           Banka, A.S.


Denmark                    Den Danske Bank


Ecuador                    Citibank, N.A.


Egypt                      Egyptian British Bank S.A.E.
                           (as delegate of The Hongkong
                           and Shanghai Banking Corporation
                           Limited)


Estonia                    Hansabank


Finland                    Merita Bank Plc.


France                     BNP Paribas, S.A.


Germany                    Dresdner Bank AG


Ghana                      Barclays Bank of Ghana Limited


Greece                     National Bank of Greece S.A.


Hong Kong                  Standard Chartered Bank


Hungary                    Citibank Rt.
</Table>




12/11/01                               2
<PAGE>

                                  STATE STREET                        SCHEDULE A
                             GLOBAL CUSTODY NETWORK
                                  SUBCUSTODIANS


<Table>
<Caption>
COUNTRY                    SUBCUSTODIAN
<S>                       <C>

Iceland                    Icebank Ltd.


India                      Deutsche Bank AG

                           The Hongkong and Shanghai
                           Banking Corporation Limited


Indonesia                  Standard Chartered Bank


Ireland                    Bank of Ireland


Israel                     Bank Hapoalim B.M.


Italy                      BNP Paribas, Italian Branch


Ivory Coast                Societe Generale de Banques
                           en Cote d'Ivoire


Jamaica                    Scotiabank Jamaica Trust and Merchant
                           Bank Ltd.


Japan                      The Fuji Bank, Limited

                           The Sumitomo Bank, Limited


Jordan                     HSBC Bank Middle East
                           (as delegate of The Hongkong and
                           Shanghai Banking Corporation Limited)


Kazakhstan                 HSBC Bank Kazakhstan


Kenya                      Barclays Bank of Kenya Limited


Republic of Korea          The Hongkong and Shanghai Banking
                           Corporation Limited
</Table>




12/11/01                               3
<PAGE>

                                  STATE STREET                        SCHEDULE A
                             GLOBAL CUSTODY NETWORK
                                  SUBCUSTODIANS


<Table>
<Caption>
COUNTRY                    SUBCUSTODIAN
<S>                       <C>

Latvia                     A/s Hansabanka


Lebanon                    HSBC Bank Middle East
                           (as delegate of The Hongkong and
                           Shanghai Banking Corporation Limited)


Lithuania                  Vilniaus Bankas AB


Malaysia                   Standard Chartered Bank Malaysia Berhad


Mauritius                  The Hongkong and Shanghai
                           Banking Corporation Limited


Mexico                     Citibank Mexico, S.A.


Morocco                    Banque Commerciale du Maroc


Namibia                    Standard Bank Namibia Limited               -


Netherlands                Fortis Bank (Nederland) N.V.


New Zealand                ANZ Banking Group (New Zealand) Limited


Nigeria                    Stanbic Merchant Bank Nigeria Limited


Norway                     Christiania Bank og Kreditkasse ASA


Oman                       HSBC Bank Middle East
                           (as delegate of The Hongkong and
                           Shanghai Banking Corporation Limited)


Pakistan                   Deutsche Bank AG


Palestine                  HSBC Bank Middle East
                           (as delegate of The Hongkong and
                           Shanghai Banking Corporation Limited)
</Table>



12/11/01                               4
<PAGE>

                                  STATE STREET                        SCHEDULE A
                             GLOBAL CUSTODY NETWORK
                                  SUBCUSTODIANS


<Table>
<Caption>
COUNTRY                    SUBCUSTODIAN
<S>                       <C>

Panama                     BankBoston, N.A.


Peru                       Citibank, N.A.


Philippines                Standard Chartered Bank


Poland                     Citibank (Poland) S.A.


Portugal                   Banco Comercial Portugues


Qatar                      HSBC Bank Middle East
                           (as delegate of The Hongkong and
                           Shanghai Banking Corporation Limited)

Romania                    ING Bank N.V.


Russia                     Credit Suisse First Boston AO - Moscow
                           (as delegate of Credit Suisse
                           First Boston - Zurich)


Singapore                  The Development Bank of Singapore Limited


Slovak Republic            Ceskoslovenska Obchodni Banka, A.S.


Slovenia                   Bank Austria Creditanstalt d.d. - Ljubljana


South Africa               Standard Bank of South Africa Limited


Spain                      Banco Santander Central Hispano S.A.


Sri Lanka                  The Hongkong and Shanghai
                           Banking Corporation Limited


Swaziland                  Standard Bank Swaziland Limited
</Table>




12/11/01                               5
<PAGE>

                                  STATE STREET                        SCHEDULE A
                             GLOBAL CUSTODY NETWORK
                                  SUBCUSTODIANS


<Table>
<Caption>
COUNTRY                    SUBCUSTODIAN
<S>                       <C>

Sweden                     Skandinaviska Enskilda Banken


Switzerland                UBS AG


Taiwan - R.O.C.            Central Trust of China


Thailand                   Standard Chartered Bank


Trinidad & Tobago          Republic Bank Limited


Tunisia                    Banque Internationale Arabe de Tunisie


Turkey                     Citibank, N.A.


Ukraine                    ING Bank Ukraine


United Kingdom             State Street Bank and Trust Company,
                           London Branch


Uruguay                    BankBoston, N.A.


Venezuela                  Citibank, N.A.


Vietnam                    The Hongkong and Shanghai
                           Banking Corporation Limited


Zambia                     Barclays Bank of Zambia Limited


Zimbabwe                   Barclays Bank of Zimbabwe Limited
</Table>



12/11/01                               6
<PAGE>

                                   STATE STREET                       SCHEDULE B
                             GLOBAL CUSTODY NETWORK
                    DEPOSITORIES OPERATING IN NETWORK MARKETS


<Table>
<Caption>
         COUNTRY                                              DEPOSITORIES
<S>                                                          <C>

         Argentina                                            Caja de Valores S.A.


         Australia                                            Austraclear Limited

                                                              Reserve Bank Information and
                                                              Transfer System


         Austria                                              Oesterreichische Kontrollbank AG
                                                              (Wertpapiersammelbank Division)


         Belgium                                              Caisse Interprofessionnelle de Depots et
                                                              de Virements de Titres, S.A.

                                                              Banque Nationale de Belgique


         Brazil                                               Companhia Brasileira de Liquidacao e Custodia


         Bulgaria                                             Central Depository AD

                                                              Bulgarian National Bank


         Canada                                               Canadian Depository for Securities Limited


         Chile                                                Deposito Central de Valores S.A.


         People's Republic                                    Shanghai Securities Central Clearing &
         of China                                             Registration Corporation

                                                              Shenzhen Securities Central Clearing Co., Ltd.


         Colombia                                             Deposito Centralizado de Valores


         Costa Rica                                           Central de Valores S.A.
</Table>



10/12/00                               1
<PAGE>

                                   STATE STREET                       SCHEDULE B
                             GLOBAL CUSTODY NETWORK
                    DEPOSITORIES OPERATING IN NETWORK MARKETS


<Table>
<Caption>
         COUNTRY                                              DEPOSITORIES
<S>                                                          <C>

         Croatia                                              Ministry of Finance

                                                              National Bank of Croatia

                                                              Sredisnja Depozitarna Agencija d.d.


         Czech Republic                                       Stredisko cennych papiru

                                                              Czech National Bank


         Denmark                                              Vaerdipapircentralen (Danish Securities Center)


         Egypt                                                Misr for Clearing, Settlement, and Depository


         Estonia                                              Eesti Vaartpaberite Keskdepositoorium


         Finland                                              Finnish Central Securities Depository


         France                                               Societe Interprofessionnelle pour la Compensation
                                                              des Valeurs Mobilieres


         Germany                                              Clearstream Banking AG, Frankfurt


         Greece                                               Bank of Greece,
                                                              System for Monitoring Transactions in
                                                              Securities in Book-Entry Form

                                                              Apothetirion Titlon AE - Central Securities
         Depository


         Hong Kong                                            Central Clearing and Settlement System

                                                              Central Moneymarkets Unit


         Hungary                                              Kozponti Elszamolohaz es Ertektar
                                                              (Budapest) Rt. (KELER)
</Table>



10/12/00                               2
<PAGE>

                                   STATE STREET                       SCHEDULE B
                             GLOBAL CUSTODY NETWORK
                    DEPOSITORIES OPERATING IN NETWORK MARKETS


<Table>
<Caption>
         COUNTRY                                              DEPOSITORIES
<S>                                                          <C>

         India                                                National Securities Depository Limited

                                                              Central Depository Services India Limited

                                                              Reserve Bank of India


         Indonesia                                            Bank Indonesia

                                                              PT Kustodian Sentral Efek Indonesia


         Ireland                                              Central Bank of Ireland
                                                              Securities Settlement Office


         Israel                                               Tel Aviv Stock Exchange Clearing
                                                              House Ltd. (TASE Clearinghouse)


         Italy                                                Monte Titoli S.p.A.

                                                              Banca d'Italia


         Ivory Coast                                          Depositaire Central - Banque de Reglement


         Jamaica                                              Jamaica Central Securities Depository


         Japan                                                Japan Securities Depository Center (JASDEC)
                                                              Bank of Japan Net System


         Kazakhstan                                           Central Depository of Securities


         Kenya                                                Central Bank of Kenya


         Republic of Korea                                    Korea Securities Depository


         Latvia                                               Latvian Central Depository
</Table>



10/12/00                               3
<PAGE>

                                   STATE STREET                       SCHEDULE B
                             GLOBAL CUSTODY NETWORK
                    DEPOSITORIES OPERATING IN NETWORK MARKETS


<Table>
<Caption>
         COUNTRY                                              DEPOSITORIES
<S>                                                          <C>

         Lebanon                                              Custodian and Clearing Center of
                                                              Financial Instruments for Lebanon
                                                              and the Middle East (Midclear) S.A.L.
                                                              Banque du Liban


         Lithuania                                            Central Securities Depository of Lithuania


         Malaysia                                             Malaysian Central Depository Sdn. Bhd.

                                                              Bank Negara Malaysia,
                                                              Scripless Securities Trading and Safekeeping
                                                              System


         Mauritius                                            Central Depository and Settlement Co. Ltd.

                                                              Bank of Mauritius


         Mexico                                               S.D. INDEVAL
                                                              (Instituto para el Deposito de Valores)


         Morocco                                              Maroclear


         Netherlands                                          Nederlands Centraal Instituut voor
                                                              Giraal Effectenverkeer B.V. (NECIGEF)


         New Zealand                                          New Zealand Central Securities
                                                              Depository Limited


         Nigeria                                              Central Securities Clearing System Limited


         Norway                                               Verdipapirsentralen (Norwegian Central
                                                              Securities Depository)


         Oman                                                 Muscat Depository & Securities
                                                              Registration Company, SAOC
</Table>



10/12/00                               4
<PAGE>

                                   STATE STREET                       SCHEDULE B
                             GLOBAL CUSTODY NETWORK
                    DEPOSITORIES OPERATING IN NETWORK MARKETS


<Table>
<Caption>
         COUNTRY                                              DEPOSITORIES
<S>                                                          <C>

         Pakistan                                             Central Depository Company of Pakistan Limited

                                                              State Bank of Pakistan


         Palestine                                            Clearing Depository and Settlement, a department
                                                              of the Palestine Stock Exchange


         Peru                                                 Caja de Valores y Liquidaciones, Institucion de
                                                              Compensacion y Liquidacion de Valores S.A


         Philippines                                          Philippine Central Depository, Inc.

                                                              Registry of Scripless Securities
                                                              (ROSS) of the Bureau of Treasury


         Poland                                               National Depository of Securities
                                                              (Krajowy Depozyt Papierow Wartos<180>ciowych SA)

                                                              Central Treasury Bills Registrar


         Portugal                                             Central de Valores Mobiliarios


         Qatar                                                Central Clearing and Registration (CCR), a
                                                              department of the Doha Securities Market


         Romania                                              National Securities Clearing, Settlement and
                                                              Depository Company

                                                              Bucharest Stock Exchange Registry Division

                                                              National Bank of Romania


         Singapore                                            Central Depository (Pte) Limited

                                                              Monetary Authority of Singapore
</Table>



10/12/00                               5
<PAGE>

                                   STATE STREET                       SCHEDULE B
                             GLOBAL CUSTODY NETWORK
                    DEPOSITORIES OPERATING IN NETWORK MARKETS


<Table>
<Caption>
         COUNTRY                                              DEPOSITORIES
<S>                                                          <C>

         Slovak Republic                                      Stredisko cennych papierov

                                                              National Bank of Slovakia


         Slovenia                                             Klirinsko Depotna Druzba d.d.


         South Africa                                         Central Depository Limited

                                                              Share Transactions Totally Electronic
                                                              (STRATE) Ltd.


         Spain                                                Servicio de Compensacion y
                                                              Liquidacion de Valores, S.A.

                                                              Banco de Espana, Central de Anotaciones en Cuenta


         Sri Lanka                                            Central Depository System (Pvt) Limited


         Sweden                                               Vardepapperscentralen  VPC AB
                                                              (Swedish Central Securities Depository)


         Switzerland                                          SegaIntersettle AG (SIS)


         Taiwan - R.O.C.                                      Taiwan Securities Central Depository Co., Ltd.


         Thailand                                             Thailand Securities Depository Company Limited


         Tunisia                                              Societe Tunisienne Interprofessionelle pour la
                                                              Compensation et de Depots des Valeurs Mobilieres


         Turkey                                               Takas ve Saklama Bankasi A.S. (TAKASBANK)

                                                              Central Bank of Turkey
</Table>



10/12/00                               6
<PAGE>

                                   STATE STREET                       SCHEDULE B
                             GLOBAL CUSTODY NETWORK
                    DEPOSITORIES OPERATING IN NETWORK MARKETS


<Table>
<Caption>
         COUNTRY                                              DEPOSITORIES
<S>                                                          <C>

         Ukraine                                              National Bank of Ukraine

         United Kingdom                                       Central Gilts Office and
                                                              Central Moneymarkets Office


         Venezuela                                            Banco Central de Venezuela


         Zambia                                               LuSE Central Shares Depository Limited

                                                              Bank of Zambia
</Table>


TRANSNATIONAL

         Euroclear

         Clearstream Banking AG




10/12/00                               7
<PAGE>

                                   SCHEDULE C

                               MARKET INFORMATION

<Table>
<Caption>
PUBLICATION/TYPE OF INFORMATION                           BRIEF DESCRIPTION
- -------------------------------                           -----------------
(FREQUENCY)


<S>                                         <C>
The Guide to Custody in World Markets       An overview of safekeeping and settlement practices and procedures
(annually)                                  in each market in which State Street Bank and Trust Company offers
                                            custodial services.

Global Custody Network Review               Information relating to the operating history and structure of
(annually)                                  depositories and subcustodians located in the markets in which State
                                            Street Bank and Trust Company offers custodial services, including
                                            transnational depositories.

Global Legal Survey                         With respect to each market in which State Street Bank and Trust
(annually)                                  Company offers custodial services, opinions relating to whether
                                            local law restricts (i) access of a fund's independent public
                                            accountants to books and records of a Foreign Sub-Custodian or
                                            Foreign Securities System, (ii) the Fund's ability to recover in the
                                            event of bankruptcy or insolvency of a Foreign Sub-Custodian or
                                            Foreign Securities System, (iii) the Fund's ability to recover in
                                            the event of a loss by a Foreign Sub-Custodian or Foreign Securities
                                            System, and (iv) the ability of a foreign investor to convert cash
                                            and cash equivalents to U.S. dollars.

Subcustodian Agreements                     Copies of the subcustodian contracts State Street Bank and Trust
(annually)                                  Company has entered into with each subcustodian in the markets in
                                            which State Street Bank and Trust Company offers subcustody services
                                            to its US mutual fund clients.

Network Bulletins (weekly):                 Developments of interest to investors in the markets in which State
                                            Street Bank and Trust Company offers custodial services.

Foreign Custody Advisories (as
necessary):                                 With respect to markets in which State Street Bank and Trust Company
                                            offers custodial services which exhibit special custody risks,
                                            developments which may impact State Street's ability to deliver
                                            expected levels of service.
</Table>
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.(11)
<SEQUENCE>10
<FILENAME>c94416a1exv99wx11y.txt
<DESCRIPTION>OPINION/CONSENT OF SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP
<TEXT>
<PAGE>
                                                                  EXHIBIT 11


            [Letterhead of Skadden, Arps, Slate, Meagher & Flom LLP]

                                           June 29, 2005


Van Kampen Trust for Investment Grade New York Municipals
1221 Avenue of the Americas
New York, New York  10020

         Re:      Van Kampen Trust for Investment Grade New York Municipals
                  Registration Statement on Form N-14


Ladies and Gentlemen:

     We have acted as special counsel to Van Kampen Trust for Investment Grade
New York Municipals, a voluntary association with transferable shares organized
and existing under and by virtue of the laws of The Commonwealth of
Massachusetts (commonly referred to as a "Massachusetts business trust") (the
"Fund"), in connection with the preparation of the Fund's Registration Statement
on Form N-14 (the "Registration Statement") filed under the Securities Act of
1933, as amended (the "1933 Act"), with the Securities and Exchange Commission
(the "Commission"). The Registration Statement relates to the registration under
the 1933 Act of common shares of beneficial interest of the Fund, par value
$0.01 per share (the "Common Shares"), and auction preferred shares of the Fund,
par value $0.01 per share, liquidation preference $25,000 per share (the
"Preferred Shares"), to be issued pursuant to Agreements and Plans of
Reorganization (each an "Agreement and Plan of Reorganization") between the Fund
and Van Kampen New York Quality Municipal Trust and Van Kampen New York Value
Municipal Income Trust, each a Massachusetts business trust (collectively, the
"Shares").

         This opinion is delivered in accordance with the requirements of Item
16 of Form N-14 under the 1933 Act.

         In connection with this opinion, we have examined the originals or
copies, certified or otherwise identified to our satisfaction, of (i)
Registration Statement, as filed with the Commission on May 11, 2005 and as it
is proposed to be amended by Pre-Effective Amendment No. 1 to be filed on or
about June 29, 2005, under the 1933 Act, (ii) the Declaration of Trust
(the "Declaration of Trust"), By-Laws and Certificate of Vote of Trustees
Establishing Preferred Shares of the Fund, each as amended to date, (iii) a
specimen certificate representing the Common Shares, (iv) a specimen certificate
representing the Preferred Shares, (v) the resolutions adopted by the Board of
Trustees of the Fund relating to each Agreement and Plan of Reorganization, the
authorization and issuance of the Shares pursuant to each Agreement and Plan of
Reorganization, the filing of the Registration Statement and any amendments or
supplements thereto and related




<PAGE>


matters, (vi) a draft of each Agreement and Plan of Reorganization and (vii)
such other documents as we have deemed necessary or appropriate as a basis for
the opinions set forth herein.

         In such examination we have assumed the legal capacity of natural
persons, the genuineness of all signatures, the authenticity of all documents
submitted to us as originals, the conformity to original documents of all
documents submitted to us as certified, conformed, photostatic, or other copies
and the authenticity of the originals of such latter documents. As to any facts
material to such opinion which were not independently established, we have
relied on statements or representations of officers and other representatives of
the Fund or others.

         Based upon and subject to the foregoing, we are of the opinion that
when (i) the Registration Statement shall have become effective and (ii) the
issuance of Shares by the Fund pursuant to each Agreement and Plan of
Reorganization has been validly authorized and, assuming certificates therefor
have been duly executed, countersigned, registered and delivered, or the
shareholders' accounts have been duly credited, and the Shares represented
thereby have been fully paid for, such Shares will be validly issued, fully paid
and, subject to the statements set forth below regarding the liability of a
shareholder of a Massachusetts business trust, nonassessable.

         Pursuant to certain decisions of the Supreme Judicial Court of The
Commonwealth of Massachusetts, shareholders of a Massachusetts business trust
may, in certain circumstances, be assessed or held personally liable as partners
for the obligations of a Massachusetts business trust. Even if the Fund were
held to be a partnership, however, the possibility of the holders of Shares
incurring personal liability for financial losses of the Fund appears remote
because (A) Article V, Section 5.1 of the Declaration of Trust contains an
express disclaimer of liability for holders of shares of beneficial interest of
the Fund, including the Shares, for the obligations of the Fund and provides
that the Fund shall hold each holder of such shares harmless from, and shall
indemnify such holder against, all loss and expense arising solely from being or
having been a holder of such shares and (B) Article V, Section 5.5 of the
Declaration of Trust requires that a recitation of such disclaimer be included
in every written obligation, contract, instrument, certificate, share, other
security of the Fund or undertaking made or issued by the trustees of the Fund.

         We hereby consent to the filing of this opinion with the Commission as
Exhibit 11 to the Registration Statement. We also consent to the reference to
our firm under the heading "Legal Matters" in the Registration Statement. In
giving this consent, we do not hereby admit that we are in the category of
persons whose consent is required under Section 7 of the 1933 Act or the rules
and regulations of the Commission.


                                               Very truly yours,



                                               /s/ Skadden, Arps, Slate,
                                                   Meagher & Flom LLP
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.(13)(A)
<SEQUENCE>11
<FILENAME>c94416a1exv99wx13yxay.txt
<DESCRIPTION>TRANSFER AGENCY AGREEMENT
<TEXT>
<PAGE>
                                                                   EXHIBIT 13(a)


                      Transfer Agency and Service Agreement

                                     Between

                       Certain Van Kampen Closed-End Funds

                                       and

                           EquiServe Trust Company .A.

                                       and

                                 EquiServe Inc.

<PAGE>

Table of Contents

<TABLE>
<S>                                                                                               <C>
Section 1.   Certain Definitions............................................................       4

Section 2.   Appointment of Agent...........................................................       5

Section 3.   Standard Services..............................................................       6

Section 4.   Dividend Disbursing Services...................................................       7

Section 5.   Optional Services and Standards................................................       8

Section 6.   Fees and Expenses..............................................................       8

Section 7.   Representations and Warranties of Transfer Agent...............................

Section 8.   Representations and Warranties of Customers....................................

Section 9.   Indemnification/Limitation of Liability........................................      11

Section 10.  Damages........................................................................      13

Section 11.  Standard Care..................................................................      13

Section 12.  Responsibilities of the Transfer Agent.........................................      13

Section 13.  Covenants of the Customers and Transfer Agent..................................      15

Section 14.  Data Access and Propreitary Information........................................

Section 15.  Confidentiality................................................................      16

Section 16.  Term and Termination                                                                 17

Section  7.  Assignment.....................................................................      18

Section 18.  Unaffiliated Third Parties.....................................................      19
</TABLE>

<PAGE>

<TABLE>
<S>                                                                                               <C>
Section 19.     Miscellaneous.

Section 19.1    Notice

Section 19.2    Successors.....................................................................   20

Section 19.3    Amendments.....................................................................   20

Section 19.4    Severability...................................................................   20

Section 19.5    Governing Law..................................................................   20

Section 19.6    Force Majeure..................................................................   20

Section 19.7    Descriptive Headings...........................................................   20

Section 19.8    Third Party Beneficiaries

Section 19.9    Survival

Section 19.10   Priorities.....................................................................   21

Section 19.11   Merger of Agreement.

Section 19.12   Counterparts...................................................................   21
</TABLE>

                                       3
<PAGE>

      AGREEMENT made as of the 1st day of January, 2002, by and among Certain
Van Kampen Closed-End Funds as set forth in Appendix A, having their principal
office and place of business at One Parkview Plaza, Oakbrook Terrace, Illinois
60181 (collectively, the "Customers," or individually, the "Customer"), and
EquiServe Trust Company, N .A. and EquiServe Limited Partnership (collectively,
the "Transfer Agent").

      NOW THEREFORE, in consideration of the mutual covenants herein contained,
the parties hereto agree as follows:

1.    CERTAIN DEFINITIONS.

      (a) "Account" or "Accounts" shall mean the account of each Shareholder
             which account shall hold any full or fractional shares of Stock
             held by such Shareholder and/or outstanding funds or tax reporting
             to be done.

      (b) "Additional Services" shall mean any and all services which are not
             Services as set forth in the Fee and Service Schedule, but
             performed by Transfer Agent upon request of Customers.

      (c) "Agreement" shall mean this agreement and any and all exhibits or
             schedules attached hereto and any and all amendments or
             modifications, which may from time to time be executed.

      (d) "Annual Period" shall mean each twelve (12) month period commencing on
             the Effective Date and, thereafter, on each anniversary of the
             Effective Date.

      (e) "Closed Account" shall mean an account with a zero share balance, no
             outstanding funds or no reportable tax information.

      (f) "Dividend Reinvestment Plan" and "Direct Stock Purchase Plan shall
             mean the services as set forth in Section 4 and in the Fee and
             Service Schedule.

      (g) "Effective Date" shall mean the date first stated above.

      (h) "Enrollment Materials" shall mean the Plan brochure, enrollment card
             and other materials prepared by Transfer Agent for distribution to
             Participants.

      (i) "Fee and Service Schedule" shall mean the fees and services set forth
             in the "Fee and Service Schedule" attached hereto.

      (j) "Optional Services" shall mean all services described in Section 5.

      (k) "Services" shall mean any and all services as further described herein
             and in the "Fee and Service Schedule" or other schedules attached
             hereto.

4

<PAGE>

      (l) "Shares" shall mean common stock of the Customer authorized by the
             Customer's Declaration of Trust.

2.    APPOINTMENT OF AGENT

      2.1 The Customers hereby appoints the Transfer Agent to act as sole
transfer agent and registrar for all Shares in accordance with the terms and
conditions hereof, and the Transfer Agent accepts said appointment.

      2.2 In connection with the appointing of Transfer Agent as the transfer
agent and registrar for the Customers, the Customers has previously filed the
following documents with the Transfer Agent:

                        Copies of Registration Statements and amendments
                    thereto, filed with the Securities and Exchange Commission
                    for initial public offerings;

                        Specimens of all forms of outstanding stock
                    certificates, in forms approved by the Boards of Trustees of
                    the Customers, with a certificate of the Secretary of each
                    Customer as to such approval;

                        Specimens of the Signatures of the officers of the
                    Customers authorized to sign stock certificates and
                    individuals authorized to sign written instructions and
                    requests; and

            (d)   An opinion of counsel for each Customer with respect to:

                     (i)   Each Customer's organization and existence under the
                           laws of its state of organization.

                     (ii)  The status of all Shares of stock of each Customer
                           covered by the appointment under the Securities Act
                           of 1933, as amended, and any other applicable federal
                           or state statute; and

                     (iii) That all issued Shares are, and all unissued shares
                           will be, when issued, validly issued, fully paid and
                           non-assessable.

      2.3 Transfer Agent may adopt as part of its records all lists of holders,
records of each Customer's stock, books, documents and records which have been
employed by any former agent of the Customer for the maintenance of the ledgers
for such shares, provided such ledger is certified by an officer of Customer or
the prior transfer agent to be true, authentic and complete.

      2.4 Customers shall, if applicable, inform Transfer Agent as to (i) the
existence or termination of any restrictions on the transfer of Shares and in
the application to or removal from any certificate of stock of any legend
restricting the transfer of such Shares

5

<PAGE>

or the substitution for such certificate of a certificate without such legend,
(ii) any authorized but unissued Shares reserved for specific purposes, (iii)
any outstanding shares which are exchangeable for Shares and the basis for
exchange, (iv) reserved Shares subject to option and the details of such
reservation and (v) special instructions regarding dividends and information of
foreign holders.

      2.5 Transfer Agent represents that it is engaged in an independent
business and will perform its obligations under this Agreement as an agent of
Customers.

      2.6 Customers shall deliver to Transfer Agent an appropriate supply of
stock certificates, which certificates shall provide a signature panel for use
by an officer of or authorized signor for Transfer Agent to sign as transfer
agent and registrar, and which shall state that such certificates are only valid
after being countersigned and registered.

3.    STANDARD SERVICES.

      3.1   The Transfer Agent will perform the following services:

      In accordance with the procedures established form time to time by
agreement between the Customers and the Transfer Agent, the Transfer Agent
shall:

   (a) issue and record the appropriate number of Shares as authorized and hold
       such shares in the appropriate shareholder ("Shareholder") account;

   (b) effect transfers of Shares by the registered owners thereof upon receipt
       of appropriate documentation;

   (c) prepare and transmit payments for dividends and distributions declared by
       the respective Customer, provided good funds for said dividends or
       distributions are received by the Transfer Agent prior to or on the
       scheduled mailing date for said dividends or distributions;

   (d) act as agent for Shareholders pursuant to the dividend reinvestment plan,
       and other investment programs as amended from time to time in accordance
       with the terms of the agreements relating thereto to which the Transfer
       Agent is or will be a party; and

   (e) issue replacement certificates for those certificates alleged to have
       been lost, stolen or destroyed upon receipt by the Transfer Agent of an
       open penalty surety bond satisfactory to it and holding it, the Customers
       harmless, absent notice to the Customers and the Transfer Agent that such
       certificates have been acquired by a bona fide purchaser. The Transfer
       Agent, at its option, may issue replacement certificates in place of
       mutilated stock certificates upon presentation thereof without such
       indemnity. Further, the Transfer Agent may at its sole option accept
       indemnification from a Customers to issue replacement certificates for
       those

6

<PAGE>
       certificates alleged to have been lost, stolen or destroyed in lieu of an
       open penalty bond.

   (f) issue replacement checks and place stop on original checks based on
       shareholder's representation that a check was not received or was lost.
       Such stops and replacement will be deemed to have been made at the
       request of Customers and Customers shall be responsible for all losses
       or claims resulting from such replacement.

      3.2 Customary Services. The Transfer Agent shall perform all the customary
services of a transfer agent, dividend disbursing agent, agent of dividend
reinvestment plan, cash purchase plan and other investment programs as described
in Section 3.1 consistent with those requirements in effect as of the date of
this Agreement and in compliance with applicable laws as set forth in Section
3.3; provided, however, the Transfer Agent shall not be required to take
shareholder telephone calls or respond to written shareholder inquiries. All
such shareholder inquiries in writing or by telephone shall be handled by
Customers. Any correspondence or telephone inquiries from shareholders received
by the Transfer Agent will be forwarded to Customers. The detailed services and
definition, frequency, limitations and associated costs (if any) are set out in
the attached fee and service schedule ("Fee and Service Schedule").

      3.3 Compliance with Laws. The Customers agrees the Transfer Agent is
obligated to comply with all applicable federal, state and local laws and
regulations, codes, order and government rules in the performance of its duties
hereunder this Agreement.

      3.4 Unclaimed Property and Lost Shareholders. The Transfer Agent shall
report unclaimed property to each state in compliance with state law and Section
17Ad-17 of the Exchange Act of 1934 as amended (the "Exchange Act") for lost
shareholders. If the Customers are not in compliance with applicable state laws,
there will be no charge for the first two years for this service; provided that
after the first two years, the Transfer Agent will charge Customers its then
standard fee plus any out-of-pocket expenses.

      3.5 Compliance with Office of Foreign Asset Control ("OFAC") Regulation.
Ensure compliance with OFAC laws.

4.    DIVIDEND DISBURSING SERVICES.

      4.1 Upon receipt of a written notice from the President, any Vice
President, Assistant Secretary, Treasurer or Assistant Treasurer of a Customer
declaring the payment of a dividend, Transfer Agent shall disburse such dividend
payments provided that on or before the mail date for such payment, Customers
furnishes Transfer Agent with sufficient funds. The payment of such funds to
Transfer Agent for the purpose of being available for the payment of dividend
checks from time to time is not intended by Customers to confer any rights in
such funds on Customer shareholders whether in trust or in contract or
otherwise.

7

<PAGE>

      4.2 Customers hereby authorizes Transfer Agent to stop payment of checks
issued in payment of dividends, but not presented for payment, when the payees
thereof allege either that they have not received the checks or that such checks
have been mislaid, lost, stolen, destroyed or, through no fault of theirs, are
otherwise beyond their control and cannot be produced by them for presentation
and collection, and Transfer Agent shall issue and deliver duplicate checks in
replacement thereof, and Customers shall indemnify Transfer Agent against any
loss or damage resulting from reissuance of the checks.

      4.3 Transfer Agent is hereby authorized to deduct from all dividends
declared by Customers and disbursed by Transfer Agent, as dividend disbursing
agent, the tax required to be withheld pursuant to Sections 1441, 1442 and 3406
of the Internal Revenue Code of 1986, as amended, or by any Federal or State
statutes subsequently enacted, and to make the necessary return and payment of
such tax in connection therewith.

5.    OPTIONAL SERVICES AND STANDARDS.

            5               Optional Services

                            To the extent that a Customer elects to engage the
                        Transfer Agent to provide the services listed below the
                        Customers shall engage the Transfer Agent to provide
                        such services upon terms and fees to be agreed upon by
                        the parties:

                  a.        Employee Plan Services;

                  b.        Employee Share Purchase Programs;

                  c.        Corporate Actions (including inter alia, odd lot buy
                        backs, exchanges, mergers, redemptions, subscriptions,
                        capital reorganization, coordination of post-merger
                        services and special meetings); and

                  d.        Shareholder written and telephone inquiry
                            services.

6.    FEES AND EXPENSES.

      6.1 Fee and Service Schedules. Customers agrees to pay Transfers Agent
fees for services performed pursuant to this Agreement as set forth in the Fee
and Service Schedule attached hereto, for the Initial Term of the Agreement.

      6.2 COLA. After the Initial Term of the Agreement, providing that service
mix and volumes remain constant, the fees listed in the Fee and Service Schedule
shall be increased by the accumulated change in the National Employment Cost
Index for Service Producing Industries (Finance, Insurance, Real Estate) for the
preceding years of the contract, as published by the Bureau of Labor Statistics
of the United States Department of Labor. Fees will be increased on this basis
on each successive contract anniversary thereafter.

8

<PAGE>

      6.3 Adjustments. Notwithstanding Section 6.1 above, fees, and the
out-of-pocket expenses and advances identified under Section 6.4 below, may be
changed from time to time as agreed upon in writing between the Transfer Agent
and the Customers.

      6.4 Out-of-Pocket Expenses. In addition to the fees paid under Section 6.1
above, the Customer agrees to reimburse the Transfer Agent for out-of-pocket
expenses, including but not limited to postage, forms, telephone, microfilm,
microfiche, taxes, records storage, exchange and broker fees, or advances
incurred by the Transfer Agent for the items set out in Exhibit A attached
hereto. Out-of-pocket expenses may include the costs to Transfer Agent of
administrative expenses. In addition, any other expenses incurred by the
Transfer Agent at the request or with the consent of the Customers, will be
reimbursed by the applicable Customer.

      6.5 Conversion Funds. Conversion funding required by any out of proof
condition caused by a prior agents' services shall be advanced to Transfer Agent
prior to the commencement of services.

      6.6 Postage. Postage for mailing of dividends, proxies, Customers reports
and other mailings to all shareholder accounts shall be advanced to the Transfer
Agent by the Customers prior to commencement of the mailing date of such
materials.

      6.7 Invoices. The Customers agrees to pay all fees and reimbursable
expenses upon receipt of the respective billing notice, except for any fees or
expenses that are subject to good faith dispute. In the event of such a dispute,
the Customers may only withhold that portion of the fee or expense subject to
the good faith dispute. The Customers shall notify the Transfer Agent in writing
within twenty-one (21) calendar days following the receipt of each billing
notice if the Customer disputing any amounts in good faith. If the Customer does
not provide such notice of dispute within the required time, the billing notice
will be deemed accepted by the Customer. The Customer shall settle such disputed
amounts within five (5) days of the day on which the parties agree on the amount
to be paid by payment of the agreed amount. If no agreement is reached, then
such disputed amounts shall be settled as may be required by law or legal
process.

      6.8 Taxes. Customers shall pay all sales or use taxes in lieu thereof with
respect to the Services (if applicable) provided by Transfer Agent under this
Agreement.

      6.9 Late Payments.

      (a) If any undisputed amount in an invoice of the Transfer Agent (for fees
or reimbursable expenses) is not paid when due, the Customers shall pay the
Transfer Agent interest thereon (from the due date to the date of payment) at a
per annum rate equal to one percent (1.0%) plus the Prime Rate (that is, the
base rate on corporate loans posted by large domestic Transfer Agents) published
by The Wall Street Journal (or, in the event such rate is not so published, a
reasonably equivalent published rate selected by Customers on the first day of
publication during the month when such amount was due.

9

<PAGE>

Notwithstanding any other provision hereof, such interest rate shall be no
greater than permitted under applicable provisions of Massachusetts or New
Jersey law.

      (b) The failure by Customers to pay an invoice within 90 days after
receipt of such invoice or the failure by the Customers to timely pay two
consecutive invoices shall constitute a material breach pursuant to Section
16.2(a)(i) below. The Transfer Agent may terminate this Agreement for such
material breach immediately and shall not be obligated to provide the Customers
with 30 days to cure such breach.

      6.10 Services Required by Legislation. Services required by legislation or
regulatory mandate that become effective after the effective date of this
Agreement shall not be part of the standard services, and shall be billed by
appraisal.

      6.11 Overtime Charges. Overtime charges will be assessed in the event of a
late delivery to the Transfer Agent of Customers material for mailings to
shareholders, unless the mail date is rescheduled. Such material includes, but
is not limited to, proxy statements, quarterly and annual reports, dividend
enclosures and news releases.

                REPRESENTATIONS AND WARRANTIES OF TRANSFER AGENT.

      The Transfer Agent represents and warrants to the Customers that:

      7.1 EquiServe Trust Company, N.A. is a federally chartered limited purpose
national bank duly organized under the laws of the United States and EquiServe
Limited Partnership is a limited partnership validly existing and in good
standing under the laws of the State of Delaware;

      7.2 It is duly qualified to carry on its business in The Commonwealth of
Massachusetts;

      7.3 It is empowered under applicable laws and by its Charter and/or
By-Laws to enter into and perform this Agreement;

      7.4 All requisite corporate proceedings have been taken to authorize it to
enter into and perform this Agreement; and

      7.5 It has and will continue to have access to the necessary facilities,
equipment and personnel to perform its duties and obligations under this
Agreement.

      7.6 It will comply with all applicable sections of the Securities Exchange
Act of 1934 necessary to enter into and perform this Agreement.

      7.7 It has and will continue to have a disaster recovery plan which may be
reviewed by Customers upon request.

10

<PAGE>

8.    REPRESENTATIONS AND WARRANTIES OF CUSTOMERS.

      The Customers represents and warrants to the Transfer Agent that:

      8.1 Customers are duly organized, existing and in good standing under the
laws of Massachusetts;

      8.2 It is empowered under applicable laws and by its Declaration of Trust
and By-Laws to enter into and perform this Agreement;

      8.3 All corporate proceedings required by said Declaration of Trust, and
By-Laws and applicable law have been taken to authorize it to enter into and
perform this Agreement; and

      8.4 A registration statement under the Securities Act of 1933, as amended
(the "1933 Act") was filed prior to the initial offering of any Shares, and all
appropriate state securities law filings were made within respect to all Shares
of the Customers; information to the contrary will result in immediate
notification to the Transfer Agent.

9.    INDEMNIFICATION.

      9.1 The Transfer Agent shall not be responsible for, and the applicable
Customer shall indemnify and hold the Transfer Agent harmless from and against,
any and all losses, claims, damages, costs, charges, counsel fees and expenses,
payments, expenses and liability arising out of or attributable to:

            (a) All actions of the Transfer Agent or its agents or
      subcontractors required to be taken pursuant to this Agreement, provided
      such actions are taken in good faith and without negligence or willful
      misconduct;

            (b) The Customer's lack of good faith, negligence or willful
      misconduct or the breach of any representation or warranty of the
      Customers hereunder;

            (c) The reliance or use by the Transfer Agent or its agents or
      subcontractors of information, records and documents which (i) are
      received by the Transfer Agent or its agents or subcontractors and
      furnished to it by or on behalf of the Customer, and (ii) have been
      prepared and/or maintained by the Customer or any other person or firm on
      behalf of the Customer. Such other person or firm shall include any former
      transfer agent or former registrar, or co-transfer agent or co-registrar
      or any current registrar where the Transfer Agent is not the current
      registrar;

            (d) The reliance or use by the Transfer Agent or its agents or
      subcontractors of any paper or document reasonably believed to be genuine
      and to have been signed by the proper person or persons including
      Shareholders;

11

<PAGE>

            (e) The reliance on, or the carrying out by the Transfer Agent or
      its agents or subcontractors of any instructions or requests of the
      Customer's or Customer's representatives;

            (f) The offer or sale of Shares in violation of any federal or state
      securities laws requiring that such shares be registered or in violation
      of any stop order or other determination or ruling by any federal or state
      agency with respect to the offer or sale of such Shares;

            (g) The negotiations and processing of checks, including checks made
      payable to prospective or existing shareholders which are tendered to the
      Transfer Agent for the purchase of shares (commonly known as "third party
      checks");

            (h) Any actions taken or omitted to be taken by any former agent of
      Customer and arising from Transfer Agent's reliance on the certified list
      of holders; and

            (i) The negotiation, presentment, delivery or transfer of shares
      through the Direct Registration System Profile System.

      9.2 At any time the Transfer Agent may apply to any officer of the
applicable Customer for instruction, and may consult with legal counsel with
respect to any matter arising in connection with the services to be performed by
the Transfer Agent under this Agreement, and Transfer Agent and its agents and
subcontractors shall not be liable and shall be indemnified by such Customer for
any action taken or omitted by it in reliance upon such instructions or upon the
advice or opinion of such counsel. The Transfer Agent, its agents and
subcontractors shall be protected and indemnified in acting upon any paper or
document reasonably believed to be genuine and to have been signed by the proper
person or persons, or upon any instruction, information, data, records or
documents provided the Transfer Agent or its agents or subcontractors by
telephone, in person, machine readable input, telex, CRT data entry or similar
means authorized by such Customer, and shall not be held to have notice of any
change of authority of any person, until receipt of written notice thereof from
the Customer. The Transfer Agent, its agents and subcontractors shall also be
protected and indemnified in recognizing stock certificates which are reasonably
believed to bear the proper manual or facsimile signatures of officers of the
Customer, and the proper countersignature of any former transfer agent or former
registrar, or of a co-transfer agent or co-registrar.

      9.3 In order that the indemnification provisions contained in this Section
shall apply, upon the assertion of a claim for which the Customer may be
required to indemnify the Transfer Agent, the Transfer Agent shall promptly
notify the Customer of such assertion, and shall keep the Customer advised with
respect to all developments concerning such claim. The Customer shall have the
option to participate with the Transfer Agent in the defense of such claim or to
defend against said claim in its own

12

<PAGE>

name or the name of the Transfer Agent. The Transfer Agent shall in no case
compromise any claim or make any compromise in any case in which the Customer
may be required to indemnify it except with the Customer's prior written
consent.

10.   DAMAGES.

      NEITHER PARTY SHALL BE LIABLE FOR ANY INCIDENTAL, INDIRECT, SPECIAL OR
CONSEQUENTIAL DAMAGES OF ANY NATURE WHATSOEVER, INCLUDING, BUT NOT LIMITED TO,
LOSS OF ANTICIPATED PROFITS, OCCASIONED BY A BREACH OF ANY PROVISION OF THIS
AGREEMENT EVEN IF APPRISED OF THE POSSIBILITY OF SUCH DAMAGES.

11.   STANDARD OF CARE.

      The Transfer Agent shall at all times act in good faith and agrees to use
its best efforts within reasonable time limits to insure the accuracy of all
services performed under this Agreement, but assumes no responsibility and shall
not be liable for loss or damage due to errors unless said errors are caused by
its negligence, bad faith or willful misconduct or that of its employees, agents
or subcontractors.

12.   RESPONSIBILITIES OF THE TRANSFER AGENT.

      The Transfer Agent undertakes the duties and obligations imposed by this
Agreement upon the following terms and conditions, by all of which the
Customers, by its acceptance hereof, shall be bound:

      12.1 Whenever in the performance of its duties hereunder the Transfer
Agent shall deem it necessary or desirable that any fact or matter be proved or
established prior to taking or suffering any action hereunder, such fact or
matter may be deemed to be conclusively proved and established by a certificate
signed by the Chairman of the Board, the President, any Vice President, the
Treasurer, any Assistant treasurer, the Secretary or any Assistant Secretary of
the applicable Customer and delivered to the Transfer Agent. Such certificate
shall be full authorization to the Transfer Agent for any action taken or
suffered in good faith by it under the provisions of this Agreement in reliance
upon such certificate.

      12.2 The Customers agrees that it will perform, execute, acknowledge and
deliver or cause to be performed, executed, acknowledged and delivered all such
further and other acts, instruments and assurances as may reasonably be required
by the Transfer Agent for the carrying out, or performing by the Transfer Agent
of the provisions of this Agreement.

      12.3 Transfer Agent, any of its affiliates or subsidiaries, and any
stockholder, director, officer or employee of the Transfer Agent may buy, sell
or deal in the securities of the Customers or become pecuniary interested in any
transaction in which the Customers may be interested, or contract with or lend
money to the Customers or otherwise act as fully and freely as though it were
not appointed as agent under this

13

<PAGE>

Agreement. Nothing herein shall preclude the Transfer Agent from acting in any
other capacity for the Customers or for any other legal entity.

      12.4 No provision of this Agreement shall require the Transfer Agent to
expend or risk its own funds or otherwise incur any financial liability in the
performance of any of its duties hereunder or in the exercise of its rights if
it shall believe in good faith that repayment of such funds or adequate
indemnification against such risk or liability is not reasonably assured to it.

13.   COVENANTS OF THE CUSTOMERS AND TRANSFER AGENT.

13.1  Customers Corporate Authority. The Customers have previously furnished or
      will furnish to the Transfer Agent the following:

            (a)   A copy of the Declaration of Trust and By-Laws of each
                  Customer;

            (b)   Copies of all material amendments to each Customer's
                  Declaration of Trust or By-Laws made after the date of this
                  Agreement, promptly after such amendments are made; and

            (c)   A certificate of each Customer as to the Shares authorized
                  issued and outstanding as well as a description of all
                  reserves of unissued shares relating to the exercise of
                  options warrants or a conversion of debentures or otherwise.

13.2  Transfer Agent Facilities. The Transfer Agent hereby agrees to establish
      and maintain facilities and procedures reasonably acceptable to the
      Customers for the safekeeping of stock certificates, check forms and
      facsimile signature imprinting devices, if any, and for the preparation,
      use, and recordkeeping of such certificates, forms and devices.

13.3  Records. The Transfer Agent shall keep records relating to the services to
      be performed hereunder, in the form and manner as it may deem advisable.
      The Transfer Agent agrees that all such records prepared or maintained by
      it relating to the services performed hereunder are the property of the
      Customers and will be preserved, maintained and made available in
      accordance with the requirements of law, and will be surrendered promptly
      to the Customers on and in accordance with its request.

13.4  Confidentiality. The Transfer Agent and the Customers agree that all
      books, records, information and data pertaining to the business of the
      other party which are exchanged or received pursuant to the negotiation or
      the carrying out of this Agreement shall remain confidential, and shall
      not be voluntarily disclosed to any other person, except as may be
      required by law. If disclosure is requested upon alleged authority of law,
      the party to whom disclosure is requested shall provide prompt notice of
      such request to the other party to enable such other party to seek
      appropriate protective order or other remedy. If, in the absence of a
      protective order or other remedy or waiver of the

14

<PAGE>

terms of this provision, the party to whom disclosure is requested determines in
good faith that it is required by law to disclose any books, records,
information or data pertaining to the business of the other party, it may do so
without any liability.

13.5  Non-Solicitation of Transfer Agent Employees. Customers shall not attempt
      to hire or assist with the hiring of an employee of EquiServe or
      affiliated companies or encourage any employee to terminate their
      relationship with EquiServe or its affiliated companies.

13.6  Notification. Customers shall notify Transfer Agent as soon as possible in
      advance of any stock split, stock dividend similar event which may affect
      the Stock, and any bankruptcy, insolvency, moratorium or other proceeding
      regarding Customers affecting the enforcement of creditors' rights.
      Notwithstanding any other provision of the Agreement to the contrary,
      Transfer Agent will have no obligation to perform any Services under the
      Agreement subsequent to the commencement of any bankruptcy, insolvency,
      moratorium or other proceeding regarding Customers affecting the
      enforcement of creditor' rights unless Transfer Agent receives assurance
      satisfactory to it that it will receive full payment for such services.
      Further, Customers may not assume the Agreement after the filing of a
      bankruptcy petition without Transfer Agent's written consent.

14.   DATA ACCESS AND PROPRIETARY INFORMATION.

14.1  The Customers acknowledge that the data bases, computer programs, screen
      formats, report formats, interactive design techniques, and documentation
      manuals furnished to the Customers by the Transfer Agent as part of the
      ability to access certain related data ("Customers Data") maintained by
      the Transfer Agent on data bases under the control and ownership of the
      Transfer Agent or other third party ("Data Access Services") constitute
      copyrighted, trade secret, or other proprietary information (collectively,
      "Proprietary Information") of substantial value to the Transfer Agent or
      other third party. In no event shall Proprietary Information be deemed
      Customers Data. The Customers agree to treat all Proprietary Information
      as proprietary to the Transfer Agent and further agree that it shall not
      divulge any Proprietary Information to any person or organization except
      as may be provided hereunder. Without limiting the foregoing, the
      Customers agree for themselves and its employees and agents:

            (a)   to access Customers Data solely from locations as may be
                  designated in writing by the Transfer Agent and solely in
                  accordance with the Transfer Agent's applicable user
                  documentation;

            (b)   to refrain from copying or duplicating in any way the
                  Proprietary Information;

            (c)   to refrain from obtaining unauthorized access to any portion
                  of the

15

<PAGE>

      Proprietary Information, and if such access is inadvertently obtained, to
      inform the Transfer Agent in a timely manner of such fact and dispose of
      such information in accordance with the Transfer Agent's instructions;

            (d)   to refrain from causing or allowing the data acquired
                  hereunder from being retransmitted to any other computer
                  facility or other location, except with the prior written
                  consent of the Transfer Agent;

            (e)   that the Customers shall have access only to those authorized
                  transactions agreed upon by the parties; and

            (f)   to honor all reasonable written requests made by the Transfer
                  Agent to protect at the Transfer Agent's expense the rights of
                  the Transfer Agent in Proprietary Information at common law,
                  under federal copyright law and under other federal or state
                  law.

      Each party shall take reasonable efforts to advise its employees of their
obligations pursuant to this Section 14.

14.2  If any Customer notifies the Transfer Agent that any of the Data Access
      Services do not operate in material compliance with the most recently
      issued user documentation for such services, the Transfer Agent shall
      endeavor in a timely manner to correct such failure. Organizations from
      which the Transfer Agent may obtain certain data included in the Data
      Access Services are solely responsible for the contents of such data and
      the Customers agrees to make no claim against the Transfer Agent arising
      out of the contents of such third party data, including, but not limited
      to, the accuracy thereof. DATA, ACCESS SERVICES AND ALL COMPUTER PROGRAMS
      AND SOFTWARE SPECIFICATIONS USED IN CONNECTION THEREWITH ARE PROVIDED ON
      AN AS IS, AS AVAILABLE BASIS. THE TRANSFER AGENT EXPRESSLY DISCLAIMS ALL
      WARRANTIES EXCEPT THOSE EXPRESSLY STATED HEREIN INCLUDING, BUT NOT LIMITED
      TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR
      PURPOSE.

14.3  If the transactions available to the Customers include the ability to
      originate electronic instructions to the Transfer Agent in order to (i)
      effect the transfer or movement of cash or shares or (ii) transmit
      Shareholder information or other information, then in such event the
      Transfer Agent shall be entitled to rely on the validity and authenticity
      of such instructions without undertaking any further inquiry as long as
      such instructions are undertaken in conformity with security procedures
      established by the Transfer Agent from time to time.

15.   CONFIDENTIALITY.

15.1  The Transfer Agent and the Customers agree that they will not, at any time
      during the term of this Agreement or after its termination, reveal,
      divulge, or make known to any person, firm, corporation or other business
      organization, any Customers'

16

<PAGE>

lists, trade secrets, cost figures and projections, profit figures and
projections, or any other secret or confidential information whatsoever, whether
of the Transfer Agent, the Customers, used or gained by the Transfer Agent or
the Customers during performance under this Agreement. The Customers and the
Transfer Agent further covenant and agree to retain all such knowledge and
information acquired during and after the term of this Agreement respecting such
lists, trade secrets, or any secret or confidential information whatsoever in
trust for the sole benefit of the Transfer Agent or the Customers and their
successors and assigns. The above prohibition of disclosure shall not apply to
the extent that the Transfer Agent must disclose such data to its sub-contractor
or Customers agent for purposes of providing services under this Agreement.

15.2  In the event that any requests or demands are made for the inspection of
      the Shareholder records of the Customers, other than request for records
      of Shareholders pursuant to standard subpoenas from state or federal
      government authorities (e.g., in divorce and criminal actions), the
      Transfer Agent will endeavor to notify the Customers and to secure
      instructions from an authorized officer of the Customers as to such
      inspection. The Transfer Agent expressly reserves the right, however, to
      exhibit the Shareholder records to any person whenever it is advised by
      counsel that it may be held liable for the failure to exhibit the
      Shareholder records to such person or if required by law or court order.

15.3  PRIVACY ACT INFORMATION DEFINITION:

            (a) DEFINITION: Transfer Agent may receive information from Customer
or may come into possession of information that Customer is required to protect
under Title V of the Graham-Leach-Bliley Act of 1999 ("Privacy Act") in
connection with providing services to Customer under this Agreement. For
purposes of this Agreement, "Privacy Act Information" shall mean the following
types of information and other information of a similar nature (whether or not
reduced to writing): Shareholder information, non public personal information
including "personally identifiable financial information" whether provided
directly by the Shareholder in connection with obtaining a service or obtained
from other sources, Shareholder financial information, Shareholder names and
other information related to Shareholders.

            (b) OWNERSHIP: All notes, data, reference, materials, memoranda,
documentation and records, in any way incorporating or reflecting any of the
Privacy Act Information shall belong exclusively at all times to Customer and
Transfer Agent agrees to turn over all copies of such materials in Transfer
Agent's control or possession to Customer upon request or upon termination of
this Agreement, subject to applicable law.

            (c) CONFIDENTIALITY: Transfer Agent agrees during the term of this
Agreement and thereafter to hold in confidence and not to directly or indirectly
reveal, report, publish, disclose or transfer any of the Privacy Act Information
to any person or entity, or utilize any of the Privacy Act Information for any
purpose, except in connection with providing services hereunder or as required
by law; provided, however, Transfer Agent may disclose such Privacy Act
Information to its third-party vendors for purposes of

17

<PAGE>

performing services for Customer provides such third party vendors are
contractually bound to keep such information confidential.

16.   TERM AND TERMINATION.

16.1  Term. The initial term of this Agreement (the "Initial Term") shall be for
      the period January 1, 2002 until July 31, 2004, unless terminated pursuant
      to the provisions of this Section 16. Unless a terminating party gives
      written notice to the other party one hundred twenty (120) days before the
      expiration of the Initial Term this Agreement will renew automatically
      from year to year ("Renewal Term"). If after the Initial Term, any party
      to this Agreement may terminate this Agreement by providing notice to the
      other parties one hundred twenty (120) days prior to the anticipated
      termination date. One hundred twenty (120) days before the expiration of
      the Initial Term or a Renewal Term the parties to this Agreement will
      agree upon a Fee Schedule for the upcoming Renewal Term.

16.2  Early Termination. Notwithstanding anything contained in this Agreement to
      the contrary, should a Customer desire to move any of the services
      provided by the Transfer Agent for the Customers hereunder to a successor
      service provider prior to the expiration of the then current Initial or
      Renewal Term, or without the required notice period, the Transfer Agent
      shall make a good faith effort to facilitate the conversion on such prior
      date, however, there can be no guarantee that the Transfer Agent will be
      able to facilitate a conversion of services on such prior date. In
      connection with the foregoing, should services be converted to a successor
      service provider, or if the Customer is liquidated or its assets merged or
      purchased or the like with another entity which does not utilize the
      services of the Transfer Agent, the fees payable to the Transfer Agent
      shall be calculated as if the services had remained with the Transfer
      Agent until the expiration of the then current Initial or Renewal Term and
      calculated at existing rates on the date notice of termination was given
      to the Transfer Agent, and the payment of fees to the Transfer Agent as
      set forth herein shall be accelerated to the date prior to the conversion
      or termination of services. Section 16.2 shall not apply if the Transfer
      Agent is terminated for cause under Section 16.4(a) of this Agreement.

16.3  Expiration of Term. After the expiration of the Initial Term or Renewal
      Term whichever currently in effect, should either party exercise its right
      to terminate, all reasonable out-of-pocket expenses or costs associated
      with the movement of records and material will be borne by the Customer.
      Additionally, the Transfer Agent reserves the right to charge for any
      other reasonable expenses associated with such termination and a
      de-conversion/transition fee in an amount equal to 10% of the aggregate
      fees incurred by Customer during the immediately preceding twelve (12)
      month period, provided, however, such fee shall in no event be less one
      thousand dollars.

16.4  Termination. This Agreement may be terminated in accordance with the
      following:

18

<PAGE>

                  (a)   at any time by the parties upon a material breach of the
                        representation and warranties of Section 7, or of a
                        covenant or term of this Agreement by the other which is
                        not cured within a period not to exceed thirty (30) days
                        after the date of written notice thereof by the other
                        party;

                  (b)   by Transfer Agent, at any time, in the event that during
                        the term if this Agreement, a bankruptcy or insolvency
                        proceeding is filed by or against a Customer or a
                        trustee or receiver is appointed for any substantial
                        part of Customer's property (and in a case of
                        involuntary bankruptcy, insolvency or receivership
                        proceeding, there is entered an order for relief, or
                        order appointing a receiver or some similar order or
                        decree and Customer does not succeed in having such
                        order lifted or stayed within sixty (60) days from the
                        date of its entry), or Customer makes an assignment of
                        all or substantially all of its property for the benefit
                        of creditors or ceases to conduct its operations in the
                        normal course or business.

      16.5 Records. Upon receipt of written notice of termination, the parties
will use commercially practicable efforts to effect an orderly termination of
this Agreement. Without limiting the foregoing, Transfer Agent will deliver
promptly to Customers, in machine readable form on media as reasonably requested
by Customers, all stockholder and other records, files and data supplied to or
compiled by Transfer Agent on behalf of Customers.

17.   ASSIGNMENT.

17.1  The Transfer Agent may, without further consent of the Customers assign
      its right and obligations hereunto to any affiliated and registered
      transfer agent under Section 17(A)(c)(2) of the Securities and Exchange
      Act. The Transfer Agent may not assign its rights or obligation without
      the written consent of the Customer.

17.2  The Transfer Agent may, without further consent on the part of Customers,
      subcontract with other subcontractors for telephone and mailing services
      as may be required from time to time; provided, however, that the Transfer
      Agent shall be as fully responsible to the Customers for the acts and
      omissions of any subcontractor as it is for its acts and omissions.

17.3  This Agreement shall inure to the benefit of and be binding upon the
      parties and their respective permitted successors and assigns.

18.   UNAFFILIATED THIRD PARTIES.

      Nothing herein shall impose any duty upon the Transfer Agent in connection
with or make the Transfer Agent liable for the actions or omissions to act of
unaffiliated third parties such as, by way of example and not limitation,
airborne services, the U.S. mails

19

<PAGE>

and telecommunication companies, provided, if the Transfer Agent selected such
company, the Transfer Agent shall have exercised due care in selecting the same.

19.   MISCELLANEOUS.

                    Notices.

      Any notice or communication by the Transfer Agent or the Customers to the
other is duly given if in writing and delivered in person or mailed by first
class mail, postage prepaid, telex, telecopier or overnight air courier
guaranteeing next day delivery, to the other's address:

                           If to the Customers:

                           Van Kampen Closed-End Funds
                           C/O Van Kampen Investments Inc.
                           One Parkview Plaza
                           Oakbrook Terrace, IL 60181
                           Telecopy No.: ( ) xxx-xxxx
                           Attn: General Counsel

                           If to the Transfer Agent:

                           EquiServe Trust Company, N.A.

                           c/o EquiServe Limited Partnership
                           150 Royall Street
                           Canton, MA 02021
                           Telecopy No.: (781) 575-4188
                           Attn: President

      The Transfer Agent and the Customers may, by notice to the other,
designate additional or different addresses for subsequent notices or
communications.

                    Successors.

      All the covenants and provisions of this agreement by or for the benefit
of the Customers or the Transfer Agent shall bind and inure to the benefit of
their respective successors and assigns hereunder.

                    Amendments.

      This Agreement may be amended or modified by a written amendment executed
by both parties hereto and authorized or approved by a resolution of the Board
of Directors of the Customers.

20

<PAGE>

                    Severability.

      If any term, provision, covenant or restriction of this Agreement is held
by a court of competent jurisdiction or other authority to be invalid, void or
unenforceable, the remainder of the terms, provision, covenants and restrictions
of this Agreement shall remain in full force and effect and shall in no way be
affected, impaired or invalidated.

                    Governing Law.

      This Agreement shall be governed by the laws of The Commonwealth of
Massachusetts.

                    Force Majeure.

      Notwithstanding anything to the contrary contained herein, Transfer Agent
shall not be liable for any delays or failures in performance resulting from
acts beyond its reasonable control including, without limitation, acts of God,
shortage of supply, breakdowns or malfunctions, interruptions or malfunction of
computer facilities, or loss of data due to power failures or mechanical
difficulties with information storage or retrieval systems, labor difficulties,
war, or civil unrest.

                    Descriptive Headings.

      Descriptive headings of the several sections of this Agreement are
inserted for convenience only and shall not control or affect the meaning or
construction of any of the provisions hereof.

                    Third Party Beneficiaries.

      The provisions of this Agreement are intended to benefit only the Transfer
Agent and their respective permitted successors and assigns. No rights shall be
granted to any other person by virtue of this agreement, and there are no third
party beneficiaries hereof.

                    Survival.

      All provisions regarding indemnification, warranty, liability and limits
thereon, and confidentiality and protection of proprietary rights and trade
secrets shall survive the termination of this Agreement.

   19.10 Priorities.

      In the event of any conflict, discrepancy, or ambiguity between the terms
and conditions contained in this Agreement and any schedules or attachments
hereto, the terms and conditions contained in this Agreement shall take
precedence.

21

<PAGE>

Kampen America Capital, Inc. dated November 12, 1997 and May 14, 1998 (attached
as Exhibit C), which shall be part of this Agreement for all Customers.

   19.12 Counterparts.

      This Agreement may be executed in any number of counterparts and each of
such counterparts shall for all purposes be deemed to be an original, and all
such counterparts shall together constitute but one and the same instrument.

      IN WITNESS WHEREOF, each of the parties hereto has caused this Agreement
to be executed by one of its officers thereunto duly authorized, all as of the
date first written above.

                                         CERTAIN VAN KAMPEN CLOSED END FUNDS

                                         By: /s/ John L Sullivan
                                             ---------------------------------
                                         Name: John L Sullivan
                                         Title: Treasurer

                                         EQUISERVE, INC.
                                         EQUISERVE TRUST COMPANY, N.A.

                                         ON BEHALF OF BOTH ENTITIES:

                                         By: /s/ Dennis V. Moccia
                                             ---------------------------------
                                         Name: Dennis V. Moccia
                                         Title: Managing Director

22

<PAGE>

                            FEE AND SERVICE SCHEDULE
                           FOR STOCK TRANSFER SERVICES

                                     BETWEEN

                       CERTAIN VAN KAMPEN CLOSED END FUNDS

                                       AND

                                 EQUISERVE, INC.

                                       AND

                         EQUISERVE TRUST COMP ANY, N.A.

      TERM

      This Fee and Service Schedule is by and between, EquiServe, Inc. and
EquiServe Trust Company" N.A. (collectively, the "Transfer Agent") and Certain
Van Kampen Closed End Funds (hereinafter referred to collectively as the
("Customers"), or individually as the Customer), whereby the Transfer Agent will
perform the following services for the Common Stock of each Customer.

      The term of this Fee and Service Schedule shall be for a period commencing
from January 1, 2002, the effective date of this Fee and Service Schedule, for a
period of two years and seven months, ending July 31, 2004.

      FEES AND SERVICES

Transfer Agent and Registrar Fee

            $ 750.00   Per Month Per Customer

            $   6.00   Per Open Registered Shareholder Account Per Annum

            $   0.00   Per Closed Shareholder Account Per Annum, up to 20,000
                       closed accounts per year. Closed accounts maintained in
                       excess of 20,000 will be billed at $5.00 per account
                       per annum.

            $  0.50    Per Participant Dividend Reinvestment or Cash Investment
                       Transaction

      Includes the standard Transfer Agent and Registrar services as stated in
the following sections:

                  Administrative Services

                  -     Annual administrative services as Transfer Agent and
                        Registrar for Customers Assignment of Account
                        Administrator and Administrative Support Coordinator

                  -     Remote inquiry access to shareholder records (technology
                        and access charges to be billed separately as
                        out-of-pocket pass-through expenses)

                                     Page 1
<PAGE>
      ACCOUNT MAINTENANCE

      -     Maintaining record shareholder accounts to include the
            following services:

            -     Processing of new shareholder accounts

            -     Posting address changes and other routine file
                  maintenance adjustments

            -     Posting all transactions, including debit and
                  credit certificates to the stockholder file

            -     Researching and responding to registered
                  shareholder inquiries (former American Capital
                  funds only)

            -     Purging closed accounts on an annual basis

      CERTIFICATE ISSUANCE

      -     Issuance, cancellation and registration of up to 5,000
            certificates per fund per annum, additional to be billed
            at $1.25 each, to include the following services:

            -     Production and mailing of daily transfer reports

            -     Processing of all legal transfers including New
                  York window and mail items

            -     Combining certificates into large and/or smaller
                  denominations

            -     Replacing lost certificates

            -     Placing, maintaining and removing stop-transfer
                  notations

      ANNUAL MEETING SERVICES

      -     Preparing a full stockholder list as of the Annual
            Meeting Record Date

      -     Printing and addressing proxy cards for all registered
            shareholders

      -     Enclosing and mailing proxy card, proxy statement,
            return envelope and Annual Report to all registered
            shareholders

      -     Receiving, opening and examining returned proxies

      -     Tabulating returned proxies

      -     Attending Annual Meeting as Inspector of Election
            (Travel expenses billed as incurred)

      -     Preparing a final Annual Meeting List reflecting how
            each account has voted on each proposal

      MAILING AND REPORTING SERVICES

      -     Preparing a set of mailing labels for registered
            shareholders per fund three (3) times per annum

      -     Preparing three (3) standard reports per Customer at the
            Customer's discretion per annum

      DIVIDEND SERVICES

      As Dividend Disbursing Agent and Paying Agent (checks to be
      drawn on State Street Bank and funding must be via ACH on the
      mail date), State Street will perform the following dividend
      related services:

                                     Page 2
<PAGE>

      -     Preparing and mailing up to 12 dividend checks per annum
            (check includes address change feature) with an
            additional enclosure with each dividend check

      -     Direct deposit of dividends via ACH (Additional fee of
            $150.00 per fund per dividend will be billed for ACH
            services)

      -     Preparing a hardcopy dividend list as of each dividend
            record date

      -     Preparing and filing Federal Information Returns (Form
            1099) of dividends paid in a year and mailing a
            statement to each stockholder

      -     Preparing and filing State Information Returns of
            dividends paid in a year to stockholders resident within
            such state

      -     Preparing and filing annual withholding return (Form
            1042) and payments to the government of income taxes
            withheld from Non-Resident Aliens

      -     Replacing lost dividend checks

      -     Providing photocopies of canceled checks when requested

      -     Reconciling paid and outstanding checks

            Coding "undeliverable" accounts to suppress mailing
            dividend checks to same, per SEC regulations

            Processing and recordkeeping of accumulated uncashed
            dividends

            Furnishing requested dividend information to
            stockholders

            Performing the duties as required by the Interest and
            Dividend Tax Compliance Act of 1983

      DIVIDEND REINVESTMENT SERVICES

      -     Processing reinvestment and/or cash investment
            transactions of Dividend Reinvestment Plan (DRP)
            participant accounts

      -     Preparing and mailing up to 12 dividend reinvestment/
            cash investment statements annually with an additional
            enclosure to each DRP participant

      -     Maintaining DRP accounts and establishing new
            participant accounts Processing termination/sale
            requests

      -     Processing withdrawal requests

      -     Supplying summary reports for each reinvestment/investment to Fund
            Preparing and mailing Form 1099, Form 1042, and Form 1099B to
            participants and related filings with the IRS

                                     Page 3
<PAGE>

                                ITEMS NOT COVERED

ADDITIONAL SERVICES

Items not included in the fees and services set forth in this Fee and Service
Schedule including, but not limited to, services associated with the payment of
a stock dividend, rights offering, corporate reorganization, or any services
associated with a special project are to be billed separately, on an appraisal
basis.

Services required by legislation or regulatory fiat which become effective after
the date of acceptance of this Fee and Service Schedule shall not be a part of
the Standard Services and shall be billed by appraisal. All additional services
not specifically covered under this Fee and Service Schedule will be billed by
appraisal, as applicable.

OUT OF POCKET EXPENSES

All direct out-of-pocket expenses will be billed as incurred. A list of
applicable out-of-pocket expenses is attached as Exhibit A.

                                   ACCEPTANCE

In witness whereof, the parties hereto have caused this Fee and Service Schedule
to be executed by their respective officers, hereunto duly agreed and
authorized, as of the effective date of this Fee and Service Schedule.

EQUISERVE, INC.                                 CERTAIN VAN KAMPEN CLOSED END
EQUISERVE TRUST COMPANY, N.A.                   FUNDS

On Behalf of Both Entities:

By: /s/ Dennis V. Moccia                  By: /s/ John L Sullivan
    ---------------------------               -------------------------------
Name: Dennis V. Moccia                    Name: John L Sullivan
Title: Managing Director                  Title: Treasurer

      THIS FEE AND SERVICE SCHEDULE SHALL SERVE AS AN ATTACHMENT TO THE TRANSFER
AGENCY AND STOCK TRANSFER SERVICES AGREEMENT BETWEEN THE PARTIES.

                                     Page 4
<PAGE>

                                    EXHIBIT A
                             OUT OF POCKET EXPENSES

      Out of pocket expenses associated with, but not limited to, the following
are NOT included in the fees quoted in this Fee and Service Schedule and are
billable as incurred.

POSTAGE (Outgoing and Business Reply)
ENVELOPES
LABELS
FORMS, STATIONERY AND PROXY CARDS
FULFILLMENT
PROXY PROOF SET-UP
RECORD RETENTION
INSURANCE PREMIUMS (Mailing certificates)
DELIVERY AND FREIGHT CHARGES (including overnight delivery; Airborne Express,
FedEx, etc.)
TYPESETTING (proxy cards, due diligence mailings, etc.)
DESTRUCTION OF EXCESS/OBSOLETE MATERIAL
DTC TRADE TRANSACTIONS EXPENSES (Treasury buybacks, etc.)
CUSTODY SETTLEMENT CHARGES
TELEPHONE USAGE AND LINE EXPENSES
LOST SHAREHOLDER PROGRAM DATABASE SEARCH

PLEASE NOTE:

Other out of pocket expenses could be incurred depending on the services
utilized.

Good funds to cover postage expenses in excess of $5,000 for shareholder
mailings must be received in full by 12:00 p.m. Eastern Time on the scheduled
mailing date. Postage expenses less than $5,000 will be billed as incurred.

SKU numbers are required on all material received for mailing. A special
handling fee of $10.00 per box will be assessed for all material not marked with
a SKU number. Such material includes, but is not limited to: proxy statements,
annual and quarterly reports, and news releases. Overtime charges will be
assessed in the event of late delivery of material for mailings to shareholders
unless the mail date is rescheduled. Please see attached Exhibit B regarding
packaging and shipping materials to EquiServe.

                                     Page 5
<PAGE>

                                    EXHIBIT B

                     SPECIFICATIONS FOR PACKING AND SHIPPING
                             MATERIALS TO EQUISERVE

      PLEASE FOLLOW THESE PACKING AND SHIPPING GUIDELINES TO HELP US HANDLE YOUR
MATERIALS MOST EFFICIENTLY. FOR SPECIFICS CONCERNING YOUR COMPANY'S MAILING,
PLEASE CONTACT YOUR CLIENT SERVICES TEAM.

      DELIVERY TIMING:

      Please ship your materials to arrive according to the schedule listed
      below. Some larger mailings will require more time. If more time is
      needed, our client service team will work with you to schedule the
      appropriate amount of time for processing your mailing.

            1 -10,000        Noon 2 business days prior to the mail date

            10,000 -25,000   By 5 p.m. 3 business days prior to the mail date

            25,000 -50,000   By 5 p.m. 4 business days prior to the mail date

            50,001 +         Acct. Manager will establish delivery schedule with
                             Client and Output Services

- -     SHIPPING ADDRESSES:

            EQUISERVE: Raritan Center, 118 Fernwood Avenue, Edison NJ 08837-3857

            OUTPUT TECHNOLOGY SOLUTIONS: Eastern Region, 46 Harvard Street,
            Westwood MA 02090-2398

            OUTPUT TECHNOLOGY SOLUTIONS: Hartford Region, 125 Ellington Road So.
            Windsor CT 06074-4112

            CIC: 130 Commerce Road, Carlstadt NJ 07072

            STANDARD REGISTER: Affiliated Warehouse, Inc., 353 Howard St,
            Brockton MA 02302

- -     RECEIVING HOURS:

      Monday through Friday, 8:00 a.m. to 4:00 p.m.

      WITH ADVANCE NOTICE, WE OFFER EXTENDED DOCK HOURS DURING PROXY SEASON. TO
      ARRANGE EXTENDED HOURS (AFTER 4:00 P.M. AND WEEKENDS) PLEASE CONTACT YOUR
      CLIENT SERVICES TEAM.

- -     DOCUMENTATION:

      Every shipment, including courier deliveries, needs proper documentation:
      a delivery receipt AND a packing list. Both should include the following
      information:

            1.    NAME OF CLIENT

            2.    DESCRIPTION OF MATERIAL

            3.    SKU OR FORM NUMBER (SEE ATTACHED)

            4.    TOTAL NUMBER OF BOXES/PACKAGES DELIVERED

            5.    QUANTITY PER BOX/PACKAGE

            6.    TOTAL NUMBER OF PIECES DELIVERED/VOLUME

            7.    IDENTIFICATION OF PARTIAL SHIPMENT

            8.    PURCHASE ORDER NUMBER IF AVAILABLE

                                     Page 6
<PAGE>

            You can prepare one document and make copies to use for both
            purposes. Attach the packing list to the outside of one box in an
            envelope or plastic pouch.

PACKING POINTERS:

      DO NOT SHRINK-WRAP MATERIALS INDIVIDUALLY OR IN BUNDLES. THIS INCLUDES
      ANNUAL REPORTS. Use Only paper bands if sending banded material. Please do
      not use string, strapping or rubber bands. When bundling or grouping
      material, please make sure that ALL pieces in the bundle or group face in
      the same direction. Box or package each type of enclosure separately. DO
      NOT MIX ENCLOSURES IN CARTONS.

      Label cartons to show the type of material and number of pieces.
      Attach a sample of the material to the outside of each carton.
      Maximum weight per carton should not exceed 50 lbs.

- -     QUARTERLY REPORTS, FOLDED PROXY STATEMENTS AND NEWSLETTERS:

      Paper-band material in groups of 50 to 100.
      Use paper bands that are at least 2-1/2 to 3 inches wide.
      Place cardboard sheets between each layer.
      To eliminate the need for cardboard, you can crisscross the groups of
      reports or statements.

- -     ANNUAL REPORTS AND FLAT PROXY STATEMENTS:

      Layer in groups of 50 Annual Reports.
      DO NOT SHRINK-WRAP INDIVIDUAL PIECES OR GROUPS OF PIECES.
      Place cardboard sheets between each layer.
      To eliminate the need for cardboard, you can crisscross the groups of
      reports or statements.

      DO NOT PLACE LAYERS OF PAPER OR CARDBOARD BETWEEN INDIVIDUAL REPORTS.

- -     USING SKIDS:

      Place only one type of material on each skid. If you load cartons on a
      skid, each carton should contain the same number of pieces.

      Maximum skid size: 40" x 48"
      Maximum height: 54" - including pallet
      Maximum weight: 3,000 lbs.

      Pallet must be forklift accessible on the 40" side.
      Pallet and contents should be shrink-wrapped to prevent spillage

- -     USING SKID PACKS OR POWER PACKS:

      Most printers are able to wrap material neatly and securely on skids
      without using cartons. We strongly recommend this packing method,
      especially for clients with shareholder bases of more than 40,000.

      Skid packs, also known as Power packs or Gaylords, cut expenses and
      processing time. Unnecessary cartons cost money, delay processing and must
      be disposed of for recycling. Skid packs can be used for nearly any kind
      of mailing enclosure, including quarterly and annual reports, proxy
      statements and newsletters.

      Using skid packs or Power packs (continued):

                                     Page 7
<PAGE>

      Ship only 90% of your material on skid packs. Ship the remaining 10% in
      cartons. We will use the skid packs first for better inventory control and
      easier return shipping of leftover material.

      Have your printer shrink-wrap the cardboard sides of each skid pack for
      added protection against inclement weather. (Don't shrink-wrap individual
      items or bundles of items.)

      SURPLUS MATERIAL: We regret that we do not have warehousing facilities to
      store surplus material after your mail date. Please let your client
      service team know BEFORE your mailing whether you would like us to dispose
      of your material or ship it back at your expense. Special arrangements can
      be made by contacting your client services team.

                                     Page 8
<PAGE>

                             SKU NUMBER INFORMATION

WHAT IS A SKU NUMBER?

     A SKU number is a unique Stock Keeping Unit Number assigned and printed on
     each different type of material mailed. It is anticipated that all print
     vendors will begin incorporating unique and different Stock Keeping Unit
     Numbers on all material delivered to Print/Mail locations.

WHY UTILIZE SKU NUMBERS?

     In an effort to continuously improve service to our mutual clients,
     enhanced quality control practices for inventory tracking purposes have
     been implemented at Print/Mail locations. Improved client specific
     inventory tracking is made possible through the identification of a unique
     stock tracking number by printers.

WHO ASSIGNS THE SKU NUMBER?

     The recommended SKU Number pattern is as follows: Company number or Issue
     ID (client identification numbers) followed by the specific material
     abbreviation, and the current year. This number will be communicated by the
     client for whom the material is being printed, and assigned by the Account
     Administrator at EquiServe. If you need additional information on a SKU
     Number, please contact the Account Administrator at EquiServe (781)
     575-2000.

             SAMPLE SKU NUMBER PATTERNS:

             THE ABC COMPANY 1998 ANNUAL REPORT              "0707-AR-98"
XYZ Financial 1998 Proxy Statement "XYZCM- PS- 98"

      ARE THERE SPECIFIC LIMITATIONS AND PRINTING CONSIDERATIONS? YES!
         CHARACTER LIMITATION OF 15 SPACES.

      -  DASHES RECOMMENDED (TO BETTER SEPARATE KEY INFORMATION).

      -  EACH DASH REPRESENTS A CHARACTER LIMITATION.

      -  POSITION OF NUMBER:

                  Booklet style material; reverse side of document, lower right
                  corner.

                  One page material; front of document, lower right corner.

                                     Page 9
<PAGE>

                                   APPENDIX A

Van Kampen Advantage Municipal Income Trust
Van Kampen Advantage Municipal Income Trust II
Van Kampen Advantage Pennsylvania Municipal Income Trust
Van Kampen Bond
Van Kampen California Municipal Trust
Van Kampen California Quality Municipal Trust
Van Kampen California Value Municipal Income Trust
Van Kampen Florida Quality Municipal Trust
Van Kampen High Income Trust
Van Kampen High Income Trust II
Van Kampen Income Trust
Van Kampen Investment Grade Municipal Trust
Van Kampen Massachusetts Value Municipal Income Trust
Van Kampen Municipal Income Trust
Van Kampen Municipal Opportunity Trust
Van Kampen Municipal Opportunity Trust II
Van Kampen Municipal Trust
Van Kampen New York Quality Municipal Trust
Van Kampen New York Value Municipal Income Trust
Van Kampen Ohio Quality Municipal Trust
Van Kampen Ohio Value Municipal Income Trust
Van Kampen Pennsylvania Quality Municipal Trust
Van Kampen Pennsylvania Value Municipal Income Trust
Van Kampen Select Sector Municipal Trust
Van Kampen Strategic Sector Municipal Trust
Van Kampen Trust for Investment Grade California Municipals
Van Kampen Trust for Investment Grade Florida Municipals
Van Kampen Trust for Investment Grade Municipals
Van Kampen Trust for Investment Grade New Jersey Municipals
Van Kampen Trust for Investment Grade New York Municipals
Van Kampen Trust for Investment Grade Pennsylvania Municipals
Van Kampen Trust for Insured Municipals
Van Kampen Value Municipal Income Trust
Van Kampen Senior Income Trust
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.(13)(B)
<SEQUENCE>12
<FILENAME>c94416a1exv99wx13yxby.txt
<DESCRIPTION>AUCTION AGENCY AGREEMENT
<TEXT>
<PAGE>
                                                                  EXHIBIT 13 (b)



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






                            AUCTION AGENCY AGREEMENT


                                     between


                            VAN KAMPEN MERRITT TRUST
                    FOR INVESTMENT GRADE NEW YORK MUNICIPALS


                                       and


                              BANKERS TRUST COMPANY


                            Dated as of June 10, 1992



                                   Relating to


                            Auction Preferred Shares


                                       of


                          VAN KAMPEN MERRITT TRUST FOR
                      INVESTMENT GRADE NEW YORK MUNICIPALS




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

<PAGE>


                                TABLE OF CONTENTS


<TABLE>
<CAPTION>
                                                                            PAGE
                                                                            ----
<S>         <C>                                                             <C>
SECTION 1   DEFINITIONS AND RULES OF CONSTRUCTION                             1

            1.1      Terms Defined by Reference to
                          APS Provisions . . . . . . . . . . . . . . . . .    1

                     Terms Defined Herein                                     1

                     Rules of Construction                                    3

SECTION 2   THE AUCTION                                                       3

            2.1      Purpose; Incorporation by Reference of Auction
                          Procedures and Settlement Procedures . . . . . .    3

                     Preparation of Each Auction; Maintenance of
                          Registry of Beneficial Owners  . . . . . . . . .    4

            2.3      Information Concerning Rates                             7

                     Auction Schedule                                        11

                     Designation of Special Dividend Period                  12

                     Allocation of Taxable Income                            14

                     Failure to Deposit                                      14

                     Broker-Dealers                                          17

            2.9      Ownership of APS                                        18

                     Access to and Maintenance of
                     Auction Records . . . . . . . . . . . . . . . . . . .   18

            2.11     Dividend and Redemption Price Deposit                   18

SECTION 3   THE AUCTION AGENT AS DIVIDEND
                 AND REDEMPTION PRICE DISBURSING AGENT                       18

SECTION 4   THE AUCTION AGENT AS TRANSFER AGENT
                 AND REGISTRAR . . . . . . . . . . . . . . . . . . . . . .   19

                     Issue of Share Certificates                             19
</TABLE>


<PAGE>

<TABLE>
<CAPTION>
                                                                            PAGE
                                                                            ----
<S>         <C>                                                             <C>
                     Registration of Transfer of Shares                      19

                     Removal of Legend on Restricted Shares                  19

            4.4      Lost Share Certificates                                 20

                     Disposition of Cancelled
                          Certificates; Record Retention                     20

                     Share Transfer Books                                    20

                     Return of Funds                                         21

SECTION 5   REPRESENTATIONS AND WARRANTIES OF THE FUND                       21

SECTION 6   THE AUCTION AGENT                                                22

                     Duties and Responsibilities                             22

                     Rights of the Auction Agent                             23

                     Auction Agent's Disclaimer                              23

                     Compensation, Expenses and
                          Indemnification . . . . . . . . . . . . . . . . .  24

SECTION 7   MISCELLANEOUS                                                    24

                     Term of Agreement                                       24

                     Communications                                          25

            7.3      Entire Agreement                                        26

            7.4      Benefits                                                26

            7.5      Amendment; Waiver                                       26

            7.6      Successors and Assigns                                  26

            7.7      Limitation of Liability                                 27
</TABLE>




                                       2

<PAGE>

<TABLE>
<CAPTION>
                                                                            PAGE
                                                                            ----
<S>         <C>                                                             <C>
            7.8      Severability                                            27

            7.9      Execution in Counterparts                               27

            7.10     Governing Law                                           27
</TABLE>

                                    EXHIBITS

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





                                       3

<PAGE>


         AUCTION AGENCY AGREEMENT dated as of June 10, 1992 between VAN KAMPEN
MERRITT TRUST FOR INVESTMENT GRADE NEW YORK MUNICIPALS, a Massachusetts business
trust (the "Fund"), and Bankers Trust Company, a New York banking corporation
(the "Auction Agent").

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

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

1.   Definitions and Rules of Construction.

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

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

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

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

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

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



<PAGE>


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

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

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

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

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

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

                     (k) "Potential Holder," when used with respect to any of
the APS, shall mean any Person, including any Existing Holder of such APS, (i)
who shall have executed a Master Purchaser's Letter and (ii) who may be
interested in acquiring such APS (or, in the case of an Existing Holder of such
APS, additional APS).





                                       2
<PAGE>

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

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

                     (n) "Underwriting Agreement" shall mean the Underwriting
Agreement dated June 5, 1992 among the Fund and the Underwriters.

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

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

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

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

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

2.   The Auction.

         2.1 Purpose; Incorporation by Reference of Auction Procedures and
Settlement Procedures. (a) The APS Provisions provide that the Applicable Rate
per annum for the APS for each Subsequent Dividend Period after the initial
Dividend Period with respect to the APS shall, except under certain conditions,
be equal to the rate per annum that a bank or trust company appointed by the
Fund advises has resulted on the Business Day preceding the first day of such
Subsequent Dividend Period from implementation of the Auction Procedures for
such APS. Each periodic implementation of the Auction Procedures is

                                       3


<PAGE>


hereinafter referred to as an "Auction." The Board of Trustees has adopted a
resolution appointing Bankers Trust Company as Auction Agent for purposes of the
Auction Procedures for the APS. The Auction Agent accepts such appointment and
agrees to follow the procedures set forth in this Section 2 and the Auction
Procedures for the purpose of determining the Applicable Rate for the APS for
each Subsequent Dividend Period thereof for which the Applicable Rate is to be
determined by an Auction.

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

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


                                       4


<PAGE>


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

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

                         (ii) In the event of any partial redemption of any of
     the APS, the Auction Agent shall, at least two Business Days prior to the
     next Auction for such APS, request the Agent Member of each Existing Holder
     of such APS to disclose to the Auction Agent (upon


                                       5

<PAGE>


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

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




                                       6

<PAGE>


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

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

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


                                       7


<PAGE>


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

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

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

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

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



                                       8


<PAGE>


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

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

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



                                       9



<PAGE>


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

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

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



                                       10

<PAGE>


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

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

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

    Time                                          Event
    ----                                          -----

By 9:30 A.M.                                  Auction Agent advises the Fund and
                                              Broker-Dealers of the applicable
                                              Maximum Rate





                                       11

<PAGE>


                                       and the "AA" Composite Commercial
                                       Paper Rate(s) and Treasury
                                       Rate(s), as the case may be, used
                                       in determining such Maximum Rate
                                       as set forth in Section 2.3(b)(i)
                                       hereof.

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

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

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

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


                                       12

<PAGE>


tion Date of the next succeeding Auction for the APS in the form of Exhibit E
hereto and (ii) the Auction Agent shall deliver such notice by first-class mail,
postage prepaid, to each Existing Holder of APS at the address specified in such
Existing Holder's Master Purchaser's Letter and to the Broker-Dealers for such
APS as promptly as practicable after its receipt of such notice from the Fund.

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

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

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

                      (iii) If the Fund shall deliver to the Auction Agent a
         notice stating that the Fund has determined not to exercise its option



                                       13

<PAGE>


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

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

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

         2.7 Failure to Deposit.  (a)  If:


                      (i)   any Failure to Deposit shall have occurred with
         respect to the APS during any Rate Period thereof (other than any
         Special Dividend Period, if such Special Divi-


                                       14

<PAGE>


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

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


                                       15

<PAGE>


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

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

                  (b) If:

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


                                       16


<PAGE>

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

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

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

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

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

                  (d) Subject to the Auction Agent's having consented to the
selection of the relevant Broker-Dealer pursuant to Section 2.8(b) hereof, the
Auction Agent shall from time to time enter into such Broker-Dealer Agreements
with one or more Broker-Dealers as the Fund shall request, and shall enter into
such schedules to any such Broker-Dealer Agreements as the Fund shall request,
which schedules, among other things, shall set forth the APS to which such
Broker-Dealer Agreement relates.


                                       17


<PAGE>

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

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

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

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

                  The Auction Agent, as dividend and redemption price disbursing
agent, shall pay to the Holders of APS (i) on each Dividend Payment Date,
dividends on the APS,

                                       18

<PAGE>


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

4. The Auction Agent as Transfer Agent and Registrar.


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

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

         4.3 Removal of Legend on Restricted Shares. All requests for removal of
legends on any APS indicating restrictions on transfer shall be accompanied by
an opinion of counsel stating that such legends may be removed and such shares
freely transferred, such opinion to be delivered under cover of a letter from a
Fund officer authorizing the Auction Agent to remove the legend on the basis of
said opinion.





                                       19



<PAGE>

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

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

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




                                       20

<PAGE>


transfer books or other books to any Person in case it is advised by its counsel
that its failure to do so would be unlawful.

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

5.     Representations and Warranties of the Fund.

         The Fund represents and warrants to the Auction Agent that:

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

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

                  (c) the form of the certificate evidencing the APS complies
with all applicable laws of The Commonwealth of Massachusetts;

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

                  (e) assuming the Underwriters comply with their obligations
under the Underwriting Agreement and that the purchasers of the APS comply with
their obliga-



                                       21

<PAGE>


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

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

6.     The Auction Agent.

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

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

                  (c) In the absence of bad faith or gross negligence on its
part, the Auction Agent shall not be liable for any action taken, suffered, or
omitted or for any error of judgment made by it in the performance of its duties
under this Agreement except that the Auction



                                       22

<PAGE>


Agent shall be liable for any error of judgment made in good faith if the
Auction Agent shall have been grossly negligent in ascertaining the pertinent
facts.

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

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

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

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

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

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



                                       23

<PAGE>


Agreements (except as to the Auction Agent's duties thereunder) or the APS.

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

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

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

7.    Miscellaneous

         7.1 Term of Agreement. (a) The term of this Agreement is unlimited
unless it shall be terminated as provided in this Section 7.1. The Fund may
terminate this Agreement any time by so notifying the Auction Agent in writing,
provided that the Fund has entered into an agreement in substantially the form
of this Agreement with a successor auction agent. The Auction Agent may
terminate this Agreement upon written notice to the Fund, such termination to be
effective on the earlier of (i) the date specified in such notice which shall
not be earlier than 90 days after the giving of such notice or (ii) the date on
which a successor trust company is appointed by the Fund pursuant to an
agreement containing substantially the same terms and conditions as this
Agreement.



                                       24

<PAGE>


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

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

If to the Company,                      Van Kampen Merritt
addressed:                                    Trust For Investment
                                              Grade New York
                                              Municipals
                                        One Parkview Plaza
                                        Oakbrook Terrace, Illinois 60181

                                        Attention: Treasurer

                                        Telephone No.:    (708) 684-6000

                                        With a copy sent to:

                                        Dennis McDonnell
                                        One Parkview Plaza
                                        Oakbrook Terrace, Illinois 60181

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

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





                                       25

<PAGE>



                                        Attention:  Auction Rate Securities

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


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

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

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

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

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

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



                                       26


<PAGE>



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

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

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

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

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

                              VAN KAMPEN MERRITT
                                TRUST FOR INVESTMENT
                                GRADE NEW YORK
                                MUNICIPALS


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


                              BANKERS TRUST COMPANY


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









                                       27



<PAGE>


                                                                       EXHIBIT A








                                     FORM OF
                             BROKER-DEALER AGREEMENT



<PAGE>


                                                                       EXHIBIT B








                                     FORM OF
                            MASTER PURCHASER'S LETTER



<PAGE>


                                                                       EXHIBIT C








                              SETTLEMENT PROCEDURES



<PAGE>


                                                                       EXHIBIT D







                             FORM OF APS PROVISIONS


<PAGE>


                                                                       EXHIBIT E






                            VAN KAMPEN MERRITT TRUST
                    FOR INVESTMENT GRADE NEW YORK MUNICIPALS

                           NOTICE OF AUCTION DATE FOR

                            AUCTION PREFERRED SHARES

                                     ("APS"


                  NOTICE IS HEREBY GIVEN that the Auction Date of the next
Auction for the APS of VAN KAMPEN MERRITT TRUST FOR INVESTMENT GRADE NEW YORK
MUNICIPALS (the "Fund") is scheduled to be __________ and the next Dividend
Payment Date for the Fund's APS will be _______.

                  [A Failure to Deposit in respect of the APS currently exists.
If such Failure to Deposit is not cured prior to 12:00 Noon on the fourth
Business Day prior to the next scheduled Auction Date of the APS as defined, the
next Auction will not be held. Notice of the next Auction for the APS will be
delivered when such Failure to Deposit is cured.(1)]

                                 VAN KAMPEN MERRITT
                                   TRUST FOR INVESTMENT
                                   GRADE NEW YORK
                                   MUNICIPALS







- ----------------------
        Include this language if a Failure to Deposit exists


<PAGE>


                                                                       EXHIBIT F





                            VAN KAMPEN MERRITT TRUST
                    FOR INVESTMENT GRADE NEW YORK MUNICIPALS

                          NOTICE OF PROPOSED CHANGE OF

                            LENGTH OF RATE PERIOD OF

                             ACTION PREFERRED SHARES

                                     ("APS"


                  NOTICE IS HEREBY GIVEN that VAN KAMPEN MERRITT TRUST FOR
INVESTMENT GRADE NEW YORK MUNICIPALS (the "Fund") may exercise its option to
designate the Rate Period of its APS commencing [the first day of the proposed
Special Dividend Period] as a Special Dividend Period.

                  By 11:00 A.M. on the second Business Day next preceding the
first day of such proposed Special Dividend Period, the Fund will notify Bankers
Trust Company of either (a) its determination to exercise such option,
designating the length of such Special Dividend Period and the terms of the
Specific Redemption Provisions, if any, for such series or (b) its determination
not to exercise such option.

                                 VAN KAMPEN MERRITT
                                   TRUST FOR INVESTMENT
                                   GRADE NEW YORK
                                   MUNICIPALS


Dated:


<PAGE>


                                                                       EXHIBIT G





                            VAN KAMPEN MERRITT TRUST
                    FOR INVESTMENT GRADE NEW YORK MUNICIPALS

                  NOTICE OF CHANGE OF LENGTH OF RATE PERIOD OF

                            AUCTION PREFERRED SHARES

                                     ("APS"

                  NOTICE IS HEREBY GIVEN that VAN KAMPEN MERRITT TRUST FOR
INVESTMENT GRADE NEW YORK MUNICIPALS (the "Fund") has determined to designate
the Rate Period of its APS commencing on [the first day of the Special Dividend
Period] as a Special Dividend Period.

                  The Special Dividend Period will be [days] [year[s]].

                  The Auction Date for the Special Dividend Period is [the
Business Day next preceding the first day of such Special Dividend Period].

                  [Specific Redemption Provisions, if applicable.]

                  [As a result of the Special Dividend Period designation, the
amount of dividends payable on APS during the Special Dividend Period will be
based on a 360-day year] [include if Rate Period is greater than 28 Rate Period
Days].

                  The Special Dividend Period shall not commence if (a) on such
Auction Date Sufficient Clearing Bids shall not exist or (b) if a Failure to
Deposit shall have occurred prior to the first day thereof with respect to such
APS.

                  The scheduled Dividend Payment Dates for such APS during such
Special Dividend Period will be _______________________.


                                 VAN KAMPEN MERRITT
                                   TRUST FOR INVESTMENT
                                   GRADE NEW YORK
                                   MUNICIPALS


Dated:


<PAGE>


                                                                       EXHIBIT H






                            VAN KAMPEN MERRITT TRUST
                    FOR INVESTMENT GRADE NEW YORK MUNICIPALS

                      NOTICE OF DETERMINATION NOT TO CHANGE

                            LENGTH OF RATE PERIOD OF

                            AUCTION PREFERRED SHARES

                                     ("APS")


                  NOTICE IS HEREBY GIVEN that VAN KAMPEN MERRITT TRUST FOR
INVESTMENT GRADE NEW YORK MUNICIPALS (the "Fund") has determined not to exercise
its option to designate a Special Dividend Period of its APS and the next
succeeding Dividend Period of such APS will be a Minimum Rate Period of ___days.

                                 VAN KAMPEN MERRITT
                                   TRUST FOR INVESTMENT
                                   GRADE NEW YORK
                                   MUNICIPALS


Dated:


<PAGE>


                                                                       EXHIBIT I





                            VAN KAMPEN MERRITT TRUST
                    FOR INVESTMENT GRADE NEW YORK MUNICIPALS

                                NOTICE OF CURE OF

                              FAILURE TO DEPOSIT ON

                            AUCTION PREFERRED SHARES

                                     ("APS"


                  NOTICE IS HEREBY GIVEN that VAN KAMPEN MERRITT TRUST FOR
INVESTMENT GRADE NEW YORK MUNICIPALS (the "Fund") has cured its Failure to
Deposit with respect to its APS. The dividend rate on the APS for the current
Rate Period is ________ % per annum, the Dividend Payment Date[s] for current
Rate Period is scheduled to be ____________ and the next Auction Date is
scheduled to be

                                 VAN KAMPEN MERRITT
                                   TRUST FOR INVESTMENT
                                   GRADE NEW YORK
                                   MUNICIPALS


Dated:


<PAGE>


                                                                       EXHIBIT J





                            VAN KAMPEN MERRITT TRUST
                    FOR INVESTMENT GRADE NEW YORK MUNICIPALS

                          NOTICE OF SUBSEQUENT CURE OF

                              FAILURE TO DEPOSIT ON

                            AUCTION PREFERRED SHARES

                                     ("APS"


                  NOTICE IS HEREBY GIVEN that VAN KAMPEN MERRITT TRUST FOR
INVESTMENT GRADE NEW YORK MUNICIPALS (the "Fund") has cured its Failure to
Deposit with respect to its APS. The next Auction Date for the APS is scheduled
to be on ____________.

                                 VAN KAMPEN MERRITT
                                   TRUST FOR INVESTMENT
                                   GRADE NEW YORK
                                   MUNICIPALS


Dated:

<PAGE>

                                                                       EXHIBIT K






                            VAN KAMPEN MERRITT TRUST
                    FOR INVESTMENT GRADE NEW YORK MUNICIPALS

                                    NOTICE OF

                [CAPITAL GAINS] AND] [TAXABLE ORDINARY INCOME](1)

                                  DIVIDEND FOR

                            AUCTION PREFERRED SHARES

                                     ("APS")


                  NOTICE IS HEREBY GIVEN that the amount of the dividend payable
on _____________for the APS of VAN KAMPEN MERRITT TRUST FOR INVESTMENT GRADE NEW
YORK MUNICIPALS (the "Fund") will be determined by the Auction to be held on
______________. Up to [$ A ](2) [$B] per share of the dividend payable on such
date as determined by such Auction will consist of [capital gains](2) [ordinary
income taxable for federal income tax purposes].(3) If the dividend amount
payable on such date as determined by










_____________________
(1)  Include language with respect to capital gains, taxable ordinary income or
     both depending on the character of the designation to be made with respect
     to the dividend(s).

(2)  Include bracketed material if a portion of the dividend will be designated
     capital gains.

     Include bracketed material if a portion of the dividend will be designated
     ordinary income taxable for Federal income tax purposes and no portion of
     the dividend will be designated capital gains.





<PAGE>


such Auction is less than [$A](2) [$B](3) per share, the entire amount of the
dividend will consist of [capital gains](2) [ordinary income taxable for federal
income tax purposes](3). [To the extent such dividend amount exceeds [$A] per
share, any excess up to [$B] per share will consist of ordinary income taxable
for Federal income tax purposes].(4) Accordingly, the aforementioned composition
of the dividend payable on _________ should be considered in determining orders
to be submitted with respect to the Auction to be held on ____________. The
Applicable Percentage in effect for such Auction will be ______%.

                                 VAN KAMPEN MERRITT
                                   TRUST FOR INVESTMENT GRADE
                                   NEW YORK MUNICIPALS



















(4)  Include bracketed material if a portion of the dividend will be designated
     capital gains and a portion will be designated ordinary income taxable for
     Federal income tax purposes.

     A =   the maximum amount of capital gains allocated to such series of APS
           to be included in such dividend, divided by the number of shares of
           APS.

     B =   the maximum amount of ordinary income taxable for Federal income
           tax purposes allocated to such series of APS to be included in such
           dividend, divided by the number of shares in such series.



</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.(13)(C)
<SEQUENCE>13
<FILENAME>c94416a1exv99wx13yxcy.txt
<DESCRIPTION>FORM OF BROKER-DEALER AGREEMENT
<TEXT>
<PAGE>
                                                                   EXHIBIT 13(c)









    ------------------------------------------------------------------------
                                     FORM OF

                             BROKER-DEALER AGREEMENT

                                     Between

                              BANKERS TRUST COMPANY

                                       and

                                    [       ]

                                 Dated as of [       ]

                                   Relating to

                            AUCTION PREFERRED SHARES

                                       of

                                 VAN KAMPEN [       ]
    ------------------------------------------------------------------------


<PAGE>


         BROKER-DEALER AGREEMENT dated as of [     ] between BANKERS TRUST
COMPANY (the "Auction Agent"), a New York banking corporation (not in its
individual capacity but solely as agent of Van Kampen [     ] (the "Fund")
pursuant to authority granted it in the Auction Agency Agreement, and [     ]
(together with its successors and assigns, ("BD").

         The Fund has issued in four series of shares of Auction Preferred
Shares, par value $.01 per share, liquidation preference $[ ] per share (the
"APS") pursuant to its Declaration of Trust, as amended by the Certificate of
Vote (the "Certificate").

         The Certificate will provide that, for each Subsequent Dividend Period
of any series of APS then outstanding, the Applicable Rate for such series for
such Subsequent Dividend Period shall, under certain conditions, be the rate per
annum that a bank or trust company appointed by the Fund advises results from
implementation of the Auction Procedures for such series. The Board of Trustees
has adopted a resolution appointing Bankers Trust Company as Auction Agent for
purposes of the Auction Procedures for each series of APS.

         The Auction Procedures require the participation of one or more
Broker-Dealers for each series of APS.

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

1.       Definitions and Rules of Construction.

         1.1 Terms Defined by Reference to Statement.

         Capitalized terms not defined herein shall have the respective meanings
specified in the Certificate.

         1.2 Terms Defined Herein.


         As used herein and in the Settlement Procedures, the following terms
shall have the following meanings, unless the context otherwise requires:

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

             (b) "Auction Agency Agreement" shall mean the Auction Agency
Agreement, dated as of [     ], between the fund and the Auction Agent
relating to the APS.

             (c) "Auction Procedures" shall mean the auction procedures
constituting Part II of the Certificate.


<PAGE>




              (d) "Authorized officer" shall mean each Senior Vice President,
Vice President, Assistant Vice President, Trust Officer, Assistant Treasurer and
Assistant Secretary of the Auction Agent assigned to its Corporate Trust and
Agency Group and every other officer or employee of the Auction Agent designated
as an "Authorized Officer" for purposes of this Agreement in a communication to
BD.

              (e) "BD Officer" shall mean each officer or employee of BD
designated as a "BD Officer" for purposes of this Agreement in a communication
to the Auction Agent.

              (f) "Broker-Dealer Agreement" shall mean this Agreement and any
substantially similar agreement between the Auction Agent and a Broker-Dealer.

              (g) "Certificate" shall mean the Certificate of Vote of Trustees
Establishing [ ] Series of Preferred Shares authorizing the issuance of APS
filed by the Fund with the office of the Secretary of The Commonwealth of
Massachusetts.

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

              (i) "Settlement Procedures" shall mean the Settlement Procedures
attached hereto as Exhibit B.

         1.3 Rules of Construction.

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

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

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

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

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

2.  The Auction.

         2.1 Purpose; Incorporation by Reference of Auction Procedures and
Settlement Procedures.


                                       3


<PAGE>


             (a) The provisions of the Auction Procedures will be followed by
the Auction Agent for the purpose of determining the Applicable Rate for any
Subsequent Dividend Period of any series of APS for which the Applicable Rate is
to be determined by an Auction. Each periodic operation of such procedures is
hereinafter referred to as an "Auction."

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

             (c) BD agrees to act as, and assumes the obligations of, and
limitations and restrictions placed upon, a Broker-Dealer under this Agreement
for each series of APS. BD understands that other Persons meeting the
requirements specified in the definition of "Broker-Dealer" contained in the
Auction Procedures may execute Broker-Dealer Agreements and Master Purchaser's
Letters and participate as Broker-Dealers in Auctions.

         2.2 Preparation for Each Auction.


             (a) Not later than [ ] A.M. on each Auction Date for the APS, the
Auction Agent shall advise the Broker-Dealers for such series by telephone of
the Maximum Rate therefor and the "AA" Composite Commercial Paper Rate(s) and
Treasury Rate(s), as the case may be, used in determining such Maximum Rate.

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

             (c) The Auction Agent from time to time may request the
Broker-Dealers to provide the Auction Agent with a list of their respective
customers that such Broker-Dealers believe are Existing Holders of shares of
APS. BD shall comply with any such request, and the Auction Agent shall keep
confidential any such information so provided by BD and shall not disclose any
information so provided by BD to any Person other than the Fund and BD.

             (d) BD agrees to maintain a list of Potential Holders and to use
its best efforts to contact the Potential Holders on such list whom BD believes
may be interested in participating in such Auction on each Auction Date for the
purposes set forth in the Auction Procedures.

             (e) The Auction Agent is not required to accept the Master
Purchaser's Letter of any Potential Holder who wishes to submit a Bid for the
first time in an Auction or of any Potential Holder or Existing Holder who
wishes to amend its Master

                                       4

<PAGE>


Purchaser's Letter unless such letter or amendment is received by the Auction
Agent by [     ] P.M. on the Business Day preceding such Auction.

         2.3 Auction Schedule: Method of Submission of Orders.


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

<Table>
<Caption>
                         TIME                                                  EVENT
                         ----                                                  -----

<S>                                                     <C>
By [       ] A.M.                                       Auction Agent advises the Fund and the
                                                        Broker-Dealers of the applicable Maximum Rate and
                                                        the "AA" Composite Commercial Paper Rate(s) and
                                                        Treasury Rate(s), as the case may be, used in
                                                        determining such Maximum Rate as set forth in
                                                        Section 2.2 (a) hereof.

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

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

By approximately [       ] P.M.                         Auction Agent advises Fund of results of Auction as
                                                        provided in Section 4(b) of the Auction Procedures.

                                                        Submitted Bids and Submitted Sell Orders are
                                                        accepted and rejected and shares of APS allocated
                                                        as provided in Section 5 of the Auction Procedures.

                                                        Auction Agent gives notice of Auction results as
                                                        set forth in Section 2.4 (a) hereof.
</Table>


                                       5

<PAGE>


             (b) BD agrees not to sell, assign or dispose of any share of APS to
any Person who has not delivered, or on whose behalf a Broker-Dealer has not
delivered, a signed Master Purchaser's Letter to the Auction Agent.

             (c) BD shall submit Orders to the Auction Agent in writing
substantially in the form attached hereto as Exhibit C. BD shall submit a
separate Order to the Auction Agent for each Potential Holder or Existing Holder
on whose behalf BD is submitting an order and shall not net or aggregate the
orders of different Potential Holders or Existing Holders on whose behalf BD is
submitting orders.

             (d) BD shall deliver to the Auction Agent (i) a written notice in
substantially the form attached hereto as Exhibit D or transfers of shares of
APS made through BD by an Existing Holder to another Person other than pursuant
to an Auction and shall deliver or cause to be delivered the related Master
Purchaser's Letter executed by such Person if such Person has not previously so
delivered a Master Purchaser's Letter and (ii) a written notice substantially in
the form attached hereto as Exhibit E, of the failure of any shares of APS to be
transferred to or by any Person that purchased or sold shares of APS through BD
pursuant to an Auction. The Auction Agent is not required to accept any such
notice for an Auction unless it is received by the Auction Agent by [ ] P.M. on
the Business Day preceding such Auction.

             (e) BD has delivered to the Auction Agent its executed Master
Purchaser's Letter. BD and other Broker-Dealers which have delivered duly
executed Master Purchaser's Letters may submit orders in Auctions for their own
accounts unless the Fund shall have notified BD and all other Broker-Dealers
that they may no longer do so, in which case Broker-Dealers may continue to
submit Hold Orders and Sell Orders for their own accounts.

             (f) BD agrees to handle its customers' Orders in accordance with
its duties under applicable securities laws and rules.

         2.4 Notices of Auction Results.


             (a) On each Auction Date for APS, the Auction Agent shall notify BD
by telephone of the results of the Auction as set forth in paragraph (a) of the
Settlement Procedures. By approximately [ ] A.M., on the Business Day next
succeeding such Auction Date, the Auction Agent shall confirm to BD in writing
the disposition of all orders submitted by BD in such Auction.

             (b) BD shall notify each Existing Holder or Potential Holder on
whose behalf BD has submitted an Order as set forth in paragraph (b) of the
Settlement Procedures and take such other action as is required of BD pursuant
to the Settlement Procedures.

         2.5 Designation of Special Dividend Period.


             (a) If the Fund delivers to the Auction Agent a notice of the
Auction Date for APS for a Rate Period thereof that next succeeds a Rate Period
that is

                                       6

<PAGE>


not a Minimum Dividend Period in the form of Exhibit E to the Auction Agency
Agreement; the Auction Agent shall deliver such notice to BD as promptly as
practicable after its receipt of such notice from the Fund.

             (b) If the Board of Trustees proposes to designate any succeeding
Subsequent Dividend Period of any series of APS as a Special Dividend Period and
the Fund delivers to the Auction Agent a notice of such proposed Special
Dividend Period in the form of Exhibit F to the Auction Agency Agreement, the
Auction Agent shall deliver such notice to BD as promptly as practicable after
its receipt of such notice from the Fund.

             (c) If the Board of Trustees determines to designate such
succeeding Subsequent Dividend Period as a Special Dividend Period, and the Fund
delivers to the Auction Agent a notice of such special Dividend Period in the
form of Exhibit G to the Auction Agency Agreement not later than [ ] A.M. on the
second Business Day next preceding the first day of such Rate Period, the
Auction Agent shall deliver such notice to BD not later than [ ] P.M. on such
second Business Day.

             (d) If the Fund shall deliver to the Auction Agent a notice not
later than [ ] A.M. on the second Business Day next preceding the first day of
any Rate Period stating that the Fund has determined not to exercise its option
to designate such succeeding Subsequent Dividend Period as a Special Dividend
Period, in the form of Exhibit H to the Auction Agency Agreement, or shall fail
to timely deliver either such notice or a notice in the form of Exhibit G to the
Auction Agency Agreement, the Auction Agent shall deliver a notice in the form
of Exhibit H to the Auction Agency Agreement to BD not later than [ ] P.M. on
such second Business Day.

         2.6 Allocation of Taxable Income.

         If the Fund delivers to the Auction Agent a notice in the form of
Exhibit K to the Auction Agency Agreement designating all or a portion of any
dividend on shares of any series of APS to consist of net capital gains or other
income taxable for Federal income tax purposes, the Auction Agent shall deliver
such notice to BD on the Business Day following its receipt of such notice from
the Fund. On or prior to the Auction Date referred to in such notice, BD will
contact each of its customers that BD believes to be an Existing Holder of
shares of APS or a Potential Holder interested in submitting an order with
respect to the Auction to be held on such Auction Date, and BD will notify such
customer of the contents of such notice. BD will be deemed to have notified such
Existing Holders and Potential Holders if, for each such Holder, (i) it makes a
reasonable effort to contact such Holder by telephone, and (ii) upon failing to
contact such Holder by telephone it mails written notification to such Holder at
the mailing address indicated in such Holder's most recently submitted Master
Purchaser's Letter or at such other address as is indicated in the account
records of BD.

         The Auction Agent shall be required to notify BD within two
Business Days after each Auction that involves an allocation of income taxable
for Federal income

                                       7

<PAGE>


tax purposes as to the dollar amount per share of such taxable income and income
exempt from Federal income taxation included in the related dividend.

         2.7 Failure to Deposit.

             (a) If:

                (i) any Failure to Deposit shall have occurred with respect to
     shares of APS during any Rate Period thereof (other than any Special
     Dividend Period consisting of [ ] or more Dividend Periods or any Rate
     Period succeeding any Special Dividend Period consisting of [ ] or more
     Dividend Periods during which a Failure to Deposit occurred that has not
     been cured); and (ii) prior to [ ] Noon on the third Business Day next
     succeeding the date on which such Failure to Deposit occurred, such Failure
     to Deposit shall have been cured as described in Section 2.7(a) of the
     Auction Agency Agreement and the Fund shall have paid to the Auction Agent
     a late charge as described in such Section 2.7(a);

then, the Auction Agent shall deliver a notice in the form of Exhibit I to the
Auction Agency Agreement by first-class mail, postage prepaid, to BD not later
than one Business Day after its receipt of the payment from the Fund curing such
Failure to Deposit and such late charge.

             (b) If:

                     (i) any Failure to Deposit shall have occurred with respect
     to shares of any series of APS during a Rate Period thereof (other than any
     Special Dividend Period consisting of [ ] or more Dividend Periods or any
     Rate Period succeeding any Special Dividend Period consisting of [ ] or
     more Dividend Periods during which a Failure to Deposit occurred that has
     not been cured), and, prior to [ ] on the third Business Day next
     succeeding the date on which such Failure to Deposit occurred, such Failure
     to Deposit shall not have been cured as described in Section 2.7(a) of the
     Auction Agency Agreement and the Fund shall not have paid to the Auction
     Agent the late charge described in such Section 2.7(a), but such Failure to
     Deposit shall subsequently be so cured; or

                     (ii) any Failure to Deposit shall have occurred with
     respect to shares of APS during a Special Dividend Period consisting of [ ]
     or more Dividend Periods, or during any Rate Period succeeding any Special
     Dividend Period consisting of [ ] or more Dividend Periods during which a
     Failure to Deposit occurred, and such Failure to Deposit shall subsequently
     have been cured within the meaning of Section 2.7(a) of the Auction Agency
     Agreement,





                                       8



<PAGE>


then the Auction Agent shall deliver a notice in the form of Exhibit J to the
Auction Agency Agreement to the Broker-Dealers for such series not later than
one Business Day after the receipt of the payment from the Fund curing such
Failure to Deposit.

         2.8 Service Charge to be Paid to BD.


         On the Business Day next succeeding each Auction Date, the Auction
Agent shall pay to BD from moneys received from the Fund an amount equal to the
product of (a) (i) in the case of any Auction Date immediately preceding a Rate
Period of such series consisting of less than [     ] Dividend Periods, [     ]
%, or (ii) in the case of any Auction Date immediately preceding a Rate Period
of such series consisting of [     ] or more Dividend Periods, a percentage
agreed upon in writing by the Fund and the Broker-Dealers times (b) a fraction,
the numerator of which is the number of days in the Rate Period therefor
beginning on such Business Day and the denominator of which is 365 if such Rate
Period is less than one year and 360 for all other Rate Periods, times (c)
$[     ] times (d) the sum of (1) the aggregate number of shares of such series
placed by BD in such Auction that were (A) the subject of Submitted Bids of
Existing Holders submitted by BD and continued to be held as a result of such
submission and (B) the subject of Submitted Bids of Potential Holders submitted
by BD and purchased as a result of such submission plus (ii) the aggregate
number of shares of such series subject to valid Hold Orders (determined in
accordance with paragraph (d) of Section 3 of the Auction Procedures) submitted
to the Auction Agent by BD plus (iii) the number of shares of APS deemed to be
subject to Hold Orders by Existing Holders pursuant to paragraph (c) of Section
3 of the Auction Procedures that were acquired by such Existing Holders through
BD.

         For purposes of subclause (d)(iii) of the foregoing paragraph, if any
Existing Holder who acquired shares of any series of APS through BD transfers
those shares to another Person other than pursuant to an Auction, then the
Broker-Dealer for the shares so transferred shall continue to be BD; provided,
however, that if the transfer was effected by, or if the transferee is, a
Broker-Dealer other than BD, then such Broker-Dealer shall be the Broker-Dealer
for such shares.

         2.9 Settlement.

             (a) If any Existing Holder on whose behalf BD has submitted a Bid
or Sell Order for shares of APS that was accepted in whole or in part fails to
instruct its Agent Member to deliver the shares of APS subject to such Bid or
Sell Order against payment therefor, BD shall instruct such Agent Member to
deliver such shares against payment therefor and BD may deliver to the Potential
Holder on whose behalf BD submitted a Bid for shares of APS that was accepted in
whole or in part a number of shares of APS of such series that is less than the
number of shares of APS of such series specified in such Bid to be purchased by
such Potential Holder. Notwithstanding the foregoing terms of this Section, any
delivery or non-delivery of shares of APS which represents any departure from
the results of an Auction for such series, as determined by the Auction Agent,
shall be of no effect unless and until the Auction Agent shall have been
notified of such delivery or non-delivery in accordance with the terms of
Section

                                       9

<PAGE>


2.3(d)(ii) hereof. The Auction Agent shall have no duty or liability with
respect to enforcement of this Section 2.9.

             (b) Neither the Auction Agent nor the Fund shall have any
responsibility or liability with respect to the failure of an Existing Holder, a
Potential Holder or its respective Agent Member to deliver shares of APS of any
series or to pay for shares of APS of any series sold or purchased pursuant to
the Auction Procedures or otherwise.

3.  The Auction Agent.

         3.1 Duties and Responsibilities.

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

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

             (c) In the absence of bad faith or negligence on its part, the
Auction Agent shall not be liable for any action taken, suffered, or omitted or
for any error of judgment made by it in the performance of its duties under this
Agreement. The Auction Agent shall not be liable for any error or judgment made
in good faith unless the Auction Agent shall have been negligent in ascertaining
the pertinent facts.

         3.2 Rights of the Auction Agent.

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

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

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

         3.3 Auction Agent's Disclaimer.


                                       10

<PAGE>



         The Auction Agent makes no representation as to the validity or
adequacy of this Agreement, the Auction Agency Agreement or the shares of APS
of any series.

4.  Miscellaneous.

         4.1 Termination.

         Either party may terminate this Agreement at any time on five days'
notice to the other party, provided that neither BD nor the Auction Agent may
terminate this Agreement without first obtaining prior written consent of the
Fund to such termination, which consent shall not be unreasonably withheld. This
Agreement shall automatically terminate upon the termination of the Auction
Agency Agreement.

         4.2 Participant in Securities Depository; Payment of Dividends in
Same-Day Funds.


             (a) BD is, and shall remain for the term of this Agreement, a
member of, or participant in, the Securities Depository (or an affiliate of such
a member or participant).

             (b) BD represents that it (or if such BD does not act as Agent
Member, one of its affiliates) shall make all dividend payments on the APS
available in same-day funds on each Dividend Payment Date to customers that use
such BD or affiliate as Agent Member.

         4.3 Communications.

         Except for (i) communications authorized to be by telephone by this
Agreement or the Auction Procedures and (ii) communications in connection with
Auctions (other than those expressly required to be in writing), all notices,
requests and other communications to any party hereunder shall be in writing
(including telecopy or similar writing) and shall be given to such party,
addressed to it, at its address or telecopy number set forth below:

<Table>
<Caption>

<S>                                                     <C>
If to BD,                                               [Attention:                  ]
addressed:
                                                        Telecopier No.: (      )
                                                        Telephone No.:  (      )

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


</TABLE>



                                       11

<PAGE>

<TABLE>


<S>                                                     <C>
                                                        Telecopier No.: (      )
                                                        Telephone No.:  (      )
</Table>



or such other address or telecopy number as such party may hereafter specify for
such purpose by notice to the other parties. Each such notice, request or
communication shall be effective when delivered at the address specified herein.
Communications shall be given on behalf of BD by a BD Officer and on behalf of
the Auction Agent by an Authorized Officer. BD may record telephone
communications with the Auction Agent.

         4.4 Entire Agreement.

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

         4.5 Benefits.

         Nothing in this Agreement, express or implied, shall give to
any person, other than the Fund, the Auction Agent, BD and their respective
successors and assigns, any benefit of any legal or equitable right, remedy or
claim hereunder.

         4.6 Amendment; Waiver.

             (a) This Agreement shall not be deemed or construed to be modified,
amended, rescinded, cancelled or waived, in whole or in part, except by a
written instrument signed by a duly authorized representative of the party to be
charged.

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

         4.7 Successors and Assigns.


         This Agreement shall be binding upon, inure to the benefit of, and be
enforceable by, the respective successors and assigns of each of the Auction
Agent and BD. This Agreement may not be assigned by either party hereto absent
the prior written consent of the other party; provided, however, that this
Agreement may be assigned by the Auction Agent to a successor Auction Agent
selected by the Fund without the consent of BD.

         4.8 Severability.

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


                                       12

<PAGE>


         4.9 Execution in Counterparts.


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

         4.10 Governing Law.


         This Agreement shall be governed by and construed in accordance with
the laws of the State of New York applicable to agreements made and to be
performed in said State.

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


<TABLE>

<S>                                                 <C>
                                                     [                                  ]




                                                     By
                                                        -----------------------------------------
                                                          Name:
                                                          Title:




                                                     [                                  ]




                                                     By
                                                        -----------------------------------------
                                                         Name:
                                                         Title:
</TABLE>



                                       13






</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.(13)(D)(I)
<SEQUENCE>14
<FILENAME>c94416a1exv99wx13yxdyxiy.txt
<DESCRIPTION>LETTER OF REPRESENTATIONS
<TEXT>
<PAGE>

                                                              EXHIBIT 13 (d) (i)









                                                                   June 10, 1992






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


Attention:  General Counsel's Office


              Re:    Van Kampen Merritt Trust For Investment Grade
                     New York Municipals 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 Trust For Investment
Grade New York Municipals (the "Fund") of 1,200 of its preferred shares of
beneficial interest, par value $.01 per share, liquidation preference $50,000
per share, designated as Auction Preferred Shares (the "APS"), pursuant to the
Fund's Declaration of Trust (as defined below). Pursuant to the auction agency
agreement, dated as of June 10, 1992 (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 each series of APS (hereinafter referred to, when acting in
an such capacity, as the "Auction Agent").

                  Pursuant to an underwriting agreement, dated June 5, 1992
("the Underwriting Agreement"), among Goldman, Sachs & Co., Smith Barney, Harris
Upham & Co. Incorporated, Prudential Securities Incorporated, A.G. Edwards &
Sons, Inc., Oppenheimer & Co., Inc. and BT Securities Corporation (the
"Underwriters"), the Fund and Van Kampen Merritt Investment Advisory Corp. (the
"Adviser"), the Underwriters



<PAGE>

The Depository Trust Company
June 10, 1992
Page 2


have agreed to purchase from the Fund, and the Fund has agreed to issue and sell
to the Underwriters, the 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 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 fort 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
         or June 10, 1992, for deposit with DTC one share certificate with
         respect to the APS (an "APS Certificate"), which certificate will
         represent the total number of APS issued and registered in the name of
         DTC's nominee, Cede & Co. ("Cede"), and each 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
         the rights and preferences of the APS, provides for the solicitation of
         consents from and voting by Holders of the 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.




<PAGE>

The Depository Trust Company
June 10, 1992
Page 3


                  3. If fewer than all of the APS are to be redeemed pursuant to
         Part I, Section 3 of the Certificate of Vote, the number 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 APS to be redeemed). Unless
         certificates representing the 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 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 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 of each Participant that has credited to its DTC account 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 t be contacted regarding such
         redemption. The Auction Agent will in turn determine by lot the number
         of APS to be redeemed from the accounts o the Existing Holders of APS
         whose Participants have been



<PAGE>

The Depository Trust Company
June 10, 1992
Page 4



         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 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) 709-1264, of the Applicable Rate and the Dividend
         Payment Date with respect to the 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.

                  5. The Prospectus indicates that each purchaser 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 any
         of the 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 any APS credited to its DTC account as entitled to
         to the full benefits of ownership of such APS even if the crediting 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



<PAGE>

The Depository Trust Company
June 10, 1992
Page 5


         generality of the preceding sentence, the Fund and the Auction Agent
         acknowledge that DTC shall treat any Participant having any APS
         credited to its DTC account as entitled to receive dividends,
         distributions and voting rights, if any, in respect of such APS and,
         subject to Section 11 hereof, to receive certificates evidencing 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 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 such APS or purchasers, sellers or
         Holders of such APS against any Participant.) DTC shall have no
         responsibility to ascertain that any transfer 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.

                  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 other existing arrangements
         such payments shall be addressed as follows:



<PAGE>

The Depository Trust Company
June 10, 1992
Page 6



                  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 Auction 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 APS, DTC, in its discretion, (a)
         may request the Fund to direct the Auction Agent to issue and
         authenticate a new APS Certificate with respect to the 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 APS, except in the case of a final redemption of 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 any APS shall be
         able to obtain certified shares, the Auction Agent may notify DTC of
         the availability of certificates representing the ownership of such
         APS. In such event, the Auction Agent will issue, transfer and exchange
         APS Certificates with respect to such 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



<PAGE>

The Depository Trust Company
June 10, 1992
Page 7

         certificates evidencing any APS to any Participant having such APS
         credited to its DTC account.

                  14. DTC may determine to discontinue providing its services as
         securities depository with respect to the 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 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
         such APS to any Participant having such APS credited to its DTC
         account.

                  15. The Fund hereby authorizes DTC to provide to the Auction
         Agent position listings of its Participants with respect to the 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 any of the 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 such 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 the APS while 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



<PAGE>


The Depository Trust Company
June 10, 1992
Page 8


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, NY 10004-2695
                  Phone (212) 789-6870
                  Fax (212) 709-6896

                  16. (a) The Prospectus indicates that the Fund may at any time
         designate a Special Dividend Period with respect to any of the 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 any APS, of (i) the record date for Holders
         of such APS entitled to receive Additional Dividends, (ii) the amount
         of Additional Dividends payable on a per share basis to such Holders
         and (ii) the CUSIP number set forth on the share certificate
         representing such APS.



<PAGE>


The Depository Trust Company
June 10, 1992
Page 9



                  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
                                TRUST FOR INVESTMENT GRADE
                                NEW YORK MUNICIPALS

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


                                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:
Title:  General Counsel

(enclosures)

cc:      Goldman, Sachs & Co.
         Smith Barney, Harris Upham & Co.
             Incorporated
         Prudential Securities Incorporated
         A.G. Edwards & Sons, Inc.
         Oppenheimer & Co., Inc.
         BT Securities Corporation

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.(13)(D)(II)
<SEQUENCE>15
<FILENAME>c94416a1exv99wx13yxdyxiiy.txt
<DESCRIPTION>FORM OF LETTER OF REPRESENTATIONS
<TEXT>
<PAGE>
                                                               EXHIBIT 13(d)(ii)


                          THE DEPOSITORY TRUST COMPANY
           A subsidiary of The Depository Trust & Clearing Corporation

                        ISSUER LETTER OF REPRESENTATIONS
          [To be Completed by Issuer and Co-Issuer(s), if applicable]

       ------------------------------------------------------------------
                [Name of Issuer and Co-Issuer(s), if applicable]

       ------------------------------------------------------------------
       [Security Description, including series designation if applicable]

       ------------------------------------------------------------------
                        [CUSIP Number of the Securities]

                                                          ----------------------
                                                                  [Date]

[For Municipal Issues:
   Underwriting Department -- Eligibility; 25th Floor]
[For Corporate Issues:
   General Counsel's Office; 22nd Floor]
THE DEPOSITORY TRUST COMPANY
55 Water Street
New York, NY 10041-0099

Ladies and Gentlemen:

   This letter sets forth our understanding with respect to the Securities
represented by the CUSIP number referenced above (the "Securities"). Issuer
requests that The Depository Trust Company ("DTC") accept the Securities as
eligible for deposit at DTC. The DTC Participant,
                                                 ----------------------------
(manager, underwriter, or placement agent) will distribute the securities
through DTC.

   To induce DTC to accept the Securities as eligible for deposit at DTC, and to
act in accordance with DTC's Rules with respect to the Securities, Issuer
represents to DTC that Issuer will comply with the requirements applicable to it
stated in DTC's Operational Arrangements (found at WWW.DTCC.COM and
WWW.DTC.ORG), as they may be amended from time to time.

                                             Very truly yours,

Note:
- ----

Schedule A contains statements that
DTC believes accurately describe DTC,        ----------------------------------
the method of effecting book-entry                        (Issuer)
transfers of securities distributed       By:
through DTC, and certain related             ----------------------------------
matters.                                     (Authorized Officer's Signature)

Received and Accepted:                       ----------------------------------
THE DEPOSITORY TRUST COMPANY                           (Print Name)

By:
   ----------------------------------        ----------------------------------
                                                     (Street Address)


                                             ----------------------------------
                                            (City)  (State) (Country) (Zip Code)

                                             (   )
                                             ----------------------------------
                                                      (Phone Number)

                                             ----------------------------------
[DTCC THE DEPOSTITORY TRUST &                         (E-mail Address)
 CLEARING CORPORATION]


<PAGE>


        Additional Signature Page to DTC Issuer Letter of Representation
                            for use with Co-Issuers


                  --------------------------------------------
                        [Name of Issuer and Co-issuer(s)]



In signing this Issuer letter of Representations dated as
of                                                        Co-Issuer
   -----------------------------, ------------------------
agrees to and shall be bound by all "Issuer" representations.




        -------------------------------------------------
                          (Co-Issuer)

By:
        -------------------------------------------------
                (Authorized Officer's Signature)


        -------------------------------------------------
                          (Print Name)


        -------------------------------------------------
                        (Street Address)


        -------------------------------------------------
        (City)        (State)    (Country)     (Zip Code)

        (   )
        -------------------------------------------------
                         (Phone Number)


        -------------------------------------------------
                        (E-mail Address)




                                                                         [03/05]


<PAGE>

                                                                     SCHEDULE  A

                                           (TO ISSUER LETTER OF REPRESENTATIONS)

                        SAMPLE OFFERING DOCUMENT LANGUAGE
                      DESCRIBING BOOK-ENTRY-ONLY ISSUANCE
                      -----------------------------------
            (PREPARED BY DTC -- BRACKETED MATERIAL MAY BE APPLICABLE
                            ONLY TO CERTAIN ISSUES)

   1. The Depository Trust Company ("DTC"), New York, NY, will act as securities
depository for the securities (the "Securities"). The Securities will be issued
as fully-registered securities registered in the name of Cede & Co. (DTC's
partnership nominee) or such other name as may be requested by an authorized
representative of DTC. One fully-registered Security certificate will be issued
for [each issue of] the Securities, [each] in the aggregate principal amount of
such issue,and will be deposited with DTC. [If, however, the aggregate principal
amount of [any] issue exceeds $500 million, one certificate will be issued with
respect to each $500 million of principal amount, and an additional certificate
will be issued with respect to any remaining principal amount of such issue.]

   2. DTC, the world's largest securities depository, is a limited-purpose trust
company organized under the New York Banking Law, a "banking organization"
within the meaning of the New York Banking Law, a member of the Federal Reserve
System, a "clearing corporation" within the meaning of the New York Uniform
Commercial Code, and a "clearing agency" registered pursuant to the provisions
of Section 17A of the Securities Exchange Act of 1934. DTC holds and provides
asset servicing for over 2.2 million issues of U.S. and non-U.S. equity issues,
corporate and municipal debt issues, and money market instruments from over 100
countries that DTC's participants ("Direct Participants") deposit with DTC. DTC
also facilitates the post-trade settlement among Direct Participants of sales
and other securities transactions in deposited securities, through electronic
computerized book-entry transfers and pledges between Direct Participants'
accounts. This eliminates the need for physical movement of securities
certificates. Direct Participants include both U.S. and non-U.S. securities
brokers and dealers, banks, trust companies, clearing corporations, and certain
other organizations. DTC is a wholly-owned subsidiary of The Depository Trust &
Clearing Corporation ("DTCC"). DTCC, in turn, is owned by a number of Direct
Participants of DTC and Members of the National Securities Clearing Corporation,
Fixed Income Clearing Corporation, and Emerging Markets Clearing Corporation
(NSCC, FICC, and EMCC, also subsidiaries of DTCC), as well as by the New York
Stock Exchange, Inc., the American Stock Exchange LLC, and the National
Association of Securities Dealers, Inc. Access to the DTC system is also
available to others such as both U.S. and non-U.S. securities brokers and
dealers, banks, trust companies, and clearing corporations that clear through or
maintain a custodial relationship with a Direct Participant, either directly or
indirectly ("Indirect Participants"). DTC has Standard & Poor's highest rating:
AAA. The DTC Rules applicable to its Participants are on file with the
Securities and Exchange Commission. More information about DTC can be found at
WWW.DTCC.COM and WWW.DTC.ORG.

   3. Purchases of Securities under the DTC system must be made by or through
Direct Participants, which will receive a credit for the Securities on DTC's
records. The ownership interest of each actual purchaser of each Security
("Beneficial Owner")is in turn to be recorded on the Direct and Indirect
Participants' records. Beneficial Owners will not receive written confirmation
from DTC of their purchase. Beneficial Owners are, however, expected to receive
written confirmations providing details of the transaction, as well as periodic
statements of their holdings, from the Direct or Indirect Participant through
which the Beneficial Owner entered into the transaction. Transfers of ownership
interests in the Securities are to be accomplished by entries made on the books
of Direct and Indirect Participants acting on behalf of Beneficial Owners.
Beneficial Owners will not receive certificates representing their ownership
interests in Securities, except in the event that use of the book-entry system
for the Securities is discontinued.

   4. To facilitate subsequent transfers, all Securities deposited by Direct
Participants with DTC are registered in the name of DTC's partnership nominee,
Cede & Co., or such other name as may be requested by an authorized
representative of DTC. The deposit of Securities with DTC and their registration
in the name of Cede & Co. or such other DTC nominee do not effect any change in
beneficial ownership. DTC has no knowledge of the actual Beneficial Owners of
the Securities; DTC's records reflect only the identity


                                                                         [03/05]

<PAGE>



of the Direct Participants to whose accounts such Securities are credited, which
may or may not be the Beneficial Owners. The Direct and Indirect Participants
will remain responsible for keeping account of their holdings on behalf of their
customers.

   5. Conveyance of notices and other communications by DTC to Direct
Participants, by Direct Participants to Indirect Participants, and by Direct
Participants and Indirect Participants to Beneficial Owners will be governed by
arrangements among them, subject to any statutory or regulatory requirements as
may be in effect from time to time. [Beneficial Owners of Securities may wish to
take certain steps to augment the transmission to them of notices of significant
events with respect to the Securities, such as redemptions, tenders, defaults,
and proposed amendments to the Security documents. For example, Beneficial
Owners of Securities may wish to ascertain that the nominee holding the
Securities for their benefit has agreed to obtain and transmit notices to
Beneficial Owners. In the alternative, Beneficial Owners may wish to provide
their names and addresses to the registrar and request that copies of notices be
provided directly to them.]

   [6. Redemption notices shall be sent to DTC. If less than all of the
Securities within an issue are being redeemed, DTC's practice is to determine by
lot the amount of the interest of each Direct Participant in such issue to be
redeemed.]

   7. Neither DTC nor Cede & Co. (nor any other DTC nominee) will consent or
vote with respect to Securities unless authorized by a Direct Participant in
accordance with DTC's Procedures. Under its usual procedures, DTC mails an
Omnibus Proxy to Issuer as soon as possible after the record date. The Omnibus
Proxy assigns Cede & Co.'s consenting or voting rights to those Direct
Participants to whose accounts Securities are credited on the record date
(identified in a listing attached to the Omnibus Proxy).

   8. Redemption proceeds, distributions, and dividend payments on the
Securities will be made to Cede & Co., or such other nominee as may be requested
by an authorized representative of DTC. DTC's practice is to credit Direct
Participants' accounts upon DTC's receipt of funds and corresponding detail
information from Issuer or Agent, on payable date in accordance with their
respective holdings shown on DTC's records. Payments by Participants to
Beneficial Owners will be governed by standing instructions and customary
practices, as is the case with securities held for the accounts of customers in
bearer form or registered in "street name," and will be the responsibility of
such Participant and not of DTC, Agent, or Issuer, subject to any statutory or
regulatory requirements as may be in effect from time to time. Payment of
redemption proceeds, distributions, and dividend payments to Cede & Co. (or such
other nominee as may be requested by an authorized representative of DTC) is the
responsibility of Issuer or Agent, disbursement of such payments to Direct
Participants will be the responsibility of DTC, and disbursement of such
payments to the Beneficial Owners will be the responsibility of Direct and
Indirect Participants.

   [9. A Beneficial Owner shall give notice to elect to have its Securities
purchased or tendered, through its Participant, to [Tender/Remarketing] Agent,
and shall effect delivery of such Securities by causing the Direct Participant
to transfer the Participant's interest in the Securities, on DTC's records, to
[Tender/Remarketing] Agent. The requirement for physical delivery of Securities
in connection with an optional tender or a mandatory purchase will be deemed
satisfied when the ownership rights in the Securities are transferred by Direct
Participants on DTC's records and followed by a book-entry credit of tendered
Securities to [Tender/Remarketing] Agent's DTC account.]

   10. DTC may discontinue providing its services as depository with respect to
the Securities at any time by giving reasonable notice to Issuer or Agent. Under
such circumstances, in the event that a successor depository is not obtained,
Security certificates are required to be printed and delivered.

   11. Issuer may decide to discontinue use of the system of book-entry-only
transfers through DTC (or a successor securities depository). In that event,
Security certificates will be printed and delivered to DTC.

   12. The information in this section concerning DTC and DTC's book-entry
system has been obtained from sources that Issuer believes to be reliable, but
Issuer takes no responsibility for the accuracy thereof.


                                                                         [03/05]





</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.(13)(E)
<SEQUENCE>16
<FILENAME>c94416a1exv99wx13yxey.txt
<DESCRIPTION>FUND ACCOUNTING AGREEMENT AND AMENDMENTS THERETO
<TEXT>
<PAGE>
                                                                   EXHIBIT 13(e)


                            FUND ACCOUNTING AGREEMENT

      THIS AGREEMENT, dated May 31, 1997, by and between the parties set forth
in Schedule A hereto (designated collectively hereafter as the "Funds") and VAN
KAMPEN AMERICAN CAPITAL INVESTMENT ADVISORY CORP., a Delaware corporation
("Advisory Corp.").

                              W I T N E S S E T H:

      WHEREAS, each of the Funds is registered as a management investment
company under the Investment Company Act of 1940, as amended (the "1940 Act");
and

      WHEREAS, Advisory Corp. has the capability of providing certain accounting
services to the Funds; and

      WHEREAS, each desires to utilized Advisory Corp. in the provision of such
accounting services; and

      WHEREAS, Advisory Corp. intends to maintain its staff in order to
accommodate the provision of all such services.

      NOW THEREFORE, in consideration of the premises and the mutual covenants
spelled out herein, it is agreed between the parties hereto as follows:

1. Appointment of Advisory Corp.. As agent, Advisory Corp. shall provide each of
the Funds the accounting services ("Accounting Services") as set forth in
Paragraph 2 of this Agreement. Advisory Corp. accepts such appointment and
agrees to furnish the Accounting Services in return for the compensation
provided in Paragraph 3 of this Agreement.

2. Accounting Services to be Provided. Advisory Corp. will provide to each
respective Fund accounting related services in connection with the maintenance
of the financial records of such Fund, including without limitation: (i)
maintenance of the general ledger and other financial books and records; (ii)
processing of portfolio transactions; (iii) coordination of the valuation of
portfolio securities; (iv) calculation of the Fund's net asset value; (v)
coordination of financial and regulatory reporting; (vi) preparation of
financial reports for each Fund's Board of Trustees; (vii) coordination of tax
and financial compliance issues; (viii) the establishment and maintenance of
accounting policies; (ix) recommendations with respect to dividend policies; (x)
preparation of each Fund's financial reports and other accounting and tax
related notice information to shareholders; and (xi) the assimilation and
interpretation of accounting data for meaningful management review. Advisory
Corp. shall provide accurate maintenance of each Fund's financial books and
records as required by the applicable securities statutes and regulations, and
shall hire persons (collectively the "Accounting Service Group") as needed to
provide such Accounting Services.

                                        1
<PAGE>

3. Expenses and Reimbursements. Advisory Corp. shall be reimbursed by the Funds
for all costs and services incurred in connection with the provision of the
aforementioned Accounting Services ("Accounting Service Expenses"), including
but not limited to all salary and related benefits paid to the personnel of the
Accounting Service Group, overhead and expenses related to office space and
related equipment and out-of-pocket expenses.

   The Accounting Services Expenses will be paid by Advisory Corp. and
reimbursed by the Funds. Advisory Corp. will tender to each Fund a monthly
invoice as of the last business day of each month which shall certify the total
support service expenses expended. Except as provided herein, Advisory Corp.
will receive no other compensation in connection with Accounting Services
rendered in accordance with this Agreement.

4. Payment for Accounting Service Expenses Among the Funds. As to one quarter
(25%) of the Accounting Service Expenses incurred under the Agreement, the
expense shall be allocated between all Funds based on the number of classes of
shares of beneficial interest that each respective Fund has issued. As to the
remaining three quarters (75%) of the Accounting Service Expenses incurred under
the Agreement, the expense shall be allocated between all Funds based on their
relative net assets. For purposes of determining the percentage of expenses to
be allocated to any Fund, the liquidation preference of any preferred shares
issued by any such Fund shall not be considered a liability of such Fund for the
purposes of calculating relative net assets of such Fund.

5. Maintenance of Records. All records maintained by Advisory Corp. in
connection with the performance of its duties under this Agreement will remain
the property of each respective Fund and will be preserved by Advisory Corp. for
the periods prescribed in Section 31 of the 1940 Act and the rules thereunder or
such other applicable rules that may be adopted from time to time under the act.
In the event of termination of the Agreement, such records will be promptly
delivered to the respective Funds. Such records may be inspected by the
respective Funds at reasonable times.

6. Liability of Advisory Corp. Advisory Corp. shall not be liable to any Fund
for any action taken or thing done by it or its agents or contractors on behalf
of the fund in carrying out the terms and provisions of the Agreement if done in
good faith and without gross negligence or misconduct on the part of Advisory
Corp., its agents or contractors.

7. Indemnification By Funds. Each Fund will indemnify and hold Advisory Corp.
harmless from all lost, cost, damage and expense, including reasonable expenses
for legal counsel, incurred by Advisory Corp. resulting from: (a) any claim,
demand, action or suit in connection with Advisory Corp.'s acceptance of this
Agreement; (b) any action or omission by Advisory Corp. in the performance of
its duties hereunder; (c) Advisory Corp.'s acting upon instructions believed by
it to have been executed by a duly authorized officer of the Fund; or (d)
Advisory Corp.'s acting upon information provided by the Fund in form and under
policies agreed to by Advisory Corp. and the Fund. Advisory Corp. shall not be
entitled to such indemnification in respect of actions or omissions constituting
gross negligence or willful misconduct of Advisory Corp. or its agents or
contractors. Prior to confessing any claim against it which may be subject

                                       2
<PAGE>

to this indemnification, Advisory Corp. shall give the Fund reasonable
opportunity to defend against said claim in its own name or in the name of
Advisory Corp.

8. Indemnification By Advisory Corp. Advisory Corp. will indemnify and hold
harmless each Fund from all loss, cost, damage and expense, including reasonable
expenses for legal counsel, incurred by the Fund resulting from any claim,
demand, action or suit arising out of Advisory Corp.'s failure to comply with
the terms of this Agreement or which arises out of the gross negligence or
willful misconduct of Advisory Corp. or its agents or contractors; provided that
such negligence or misconduct is not attributable to the Funds, their agents or
contractors. Prior to confessing any claim against it which may be subject to
this indemnification, the Fund shall give Advisory Corp. reasonable opportunity
to defend against said claim in its own name or in the name of such Fund.

9. Further Assurances. Each party agrees to perform such further acts and
execute such further documents as are necessary to effectuate the purposes
hereof.

10. Dual Interests. It is understood that some person or persons may be
directors, trustees, officers or shareholders of both the Funds and Advisory
Corp. (including Advisory Corp.'s affiliates), and that the existence of any
such dual interest shall not affect the validity hereof or of any transactions
hereunder except as otherwise provided by a specific provision of applicable
law.

11. Execution, Amendment and Termination. The term of this Agreement shall begin
as of the date first above written, and unless sooner terminated as herein
provided, this Agreement shall remain in effect through May, 1998, and
thereafter from year to year, if such continuation is specifically approved at
least annually by the Board of Trustees of each Fund, including a majority of
the independent Trustees of each Fund. This Agreement may be modified or amended
from time to time by mutual agreement between the parties hereto and may be
terminated after May, 1998, by at least sixty (60) days' written notice given by
one party to the others. Upon termination hereof, each Fund shall pay to
Advisory Corp. such compensation as may be due as of the date of such
termination and shall likewise reimburse Advisory Corp. for its costs, expenses
and disbursements payable under this Agreement to such date. This Agreement may
be amended in the future to include as additional parties to the Agreement other
investment companies for with Advisory Corp., any subsidiary or affiliate serves
as investment advisor or distributor if such amendment is approved by the
President of each Fund.

12. Assignment. Any interest of Advisory Corp. under this Agreement shall not be
assigned or transferred, either voluntarily or involuntarily, by operation of
law or otherwise, without the prior written consent of the Funds. This Agreement
shall automatically and immediately terminate in the event of its assignment
without the prior written consent of the Funds.

13. Notice. Any notice under this Agreement shall be in writing, addressed and
delivered or sent by registered or certified mail, postage prepaid, to the other
party at such address as such other party may designate for the receipt of such
notices. Until further notice to the other parties, it is agreed that for this
purpose the address of each Fund is One Parkview Plaza, Oakbrook Terrace,
Illinois 60181, Attention: President and that of Advisory Corp. for this purpose
is One

                                       3
<PAGE>

Parkview Plaza, Oakbrook Terrace, Illinois 60181, Attention: President.

14. Personal Liability. As provided for in the Agreement and Declaration of
Trust of the various Funds, under which the Funds are organized as
unincorporated trusts, the shareholders, trustees, officers, employees and other
agents of the Fund shall not personally be found by or liable for the matters
set forth hereto, nor shall resort be had to their private property for the
satisfaction of any obligation or claim hereunder.

15. Interpretative Provisions. In connection with the operation of this
Agreement, Advisory Corp. and the Funds may agree from time to time on such
provisions interpretative of or in addition to the provisions of this Agreement
as may in their joint opinion be consistent with the general tenor of this
Agreement.

16. State Law. This Agreement shall be construed and enforced in accordance with
and governed by the laws of the State of Illinois.

17. Captions. The captions in this Agreement are included for convenience of
reference only and in no way define or limit any of the provisions hereof or
otherwise affect their construction or effect.

    IN WITNESS WHEREOF, the parties have caused this amended and restated
Agreement to be executed as of the day and year first above written.

ALL OF THE PARTIES SET FORTH IN SCHEDULE A

By:       /s/ Ronald A. Nyberg
    --------------------------------
    Ronald A. Nyberg, Vice President

VAN KAMPEN AMERICAN CAPITAL INVESTMENT ADVISORY CORP.

By:     /s/ Dennis J. McDonnell
    ------------------------------
    Dennis J. McDonnell, President

                                        4
<PAGE>

                                   SCHEDULE A

I. FUNDS ADVISED BY VAN KAMPEN AMERICAN CAPITAL INVESTMENT ADVISORY CORP.
("INVESTMENT ADVISORY CORP.") (COLLECTIVELY, THE "FORMER VAN KAMPEN FUNDS"):

CLOSED END FUNDS

Van Kampen American Capital Municipal Income Trust
Van Kampen American Capital California Municipal Trust
Van Kampen American Capital High Income Trust
Van Kampen American Capital High Income Trust II
Van Kampen American Capital Investment Grade Municipal Trust
Van Kampen American Capital Municipal Trust
Van Kampen American Capital California Quality Municipal Trust
Van Kampen American Capital Florida Quality Municipal Trust
Van Kampen American Capital New York Quality Municipal Trust
Van Kampen American Capital Ohio Quality Municipal Trust
Van Kampen American Capital Pennsylvania Quality Municipal Trust
Van Kampen American Capital Trust For Insured Municipals
Van Kampen American Capital Trust For Investment Grade Municipals
Van Kampen American Capital Trust For Investment Grade California Municipals
Van Kampen American Capital Trust For Investment Grade Florida Municipals
Van Kampen American Capital Trust For Investment Grade New Jersey Municipals
Van Kampen American Capital Trust For Investment Grade New York Municipals
Van Kampen American Capital Trust For Investment Grade Pennsylvania Municipals
Van Kampen American Capital Municipal Opportunity Trust
Van Kampen American Capital Advantage Municipal Income Trust
Van Kampen American Capital Advantage Pennsylvania Municipal Income Trust
Van Kampen American Capital Strategic Sector Municipal Trust
Van Kampen American Capital Value Municipal Income Trust
Van Kampen American Capital California Value Municipal Income Trust
Van Kampen American Capital Massachusetts Value Municipal Income Trust
Van Kampen American Capital New Jersey Value Municipal Income Trust
Van Kampen American Capital New York Value Municipal Income Trust
Van Kampen American Capital Ohio Value Municipal Income Trust
Van Kampen American Capital Pennsylvania Value Municipal Income Trust
Van Kampen American Capital Municipal Opportunity Trust II
Van Kampen American Capital Florida Municipal Opportunity Trust
Van Kampen American Capital Advantage Municipal Income Trust II
Van Kampen American Capital Select Sector Municipal Trust

                                        1
<PAGE>

INSTITUTIONAL FUNDS

II. FUNDS ADVISED BY VAN KAMPEN AMERICAN CAPITAL MANAGEMENT, INC. ("MANAGEMENT,
INC.") (COLLECTIVELY, THE "FORMER VAN KAMPEN FUNDS"):

The Explorer Institutional Trust
 on behalf of its series
Explorer Institutional Active Core Fund
Explorer Institutional Limited Duration Fund

OPEN END FUNDS

III. FUNDS ADVISED BY VAN KAMPEN AMERICAN CAPITAL ASSET MANAGEMENT, INC.
("ASSET MANAGEMENT, INC.") (COLLECTIVELY, THE "FORMER AMERICAN CAPITAL
FUNDS"):

Van Kampen American Capital Comstock Fund ("Comstock Fund")
Van Kampen American Capital Corporate Bond Fund ("Corporate Bond Fund")
Van Kampen American Capital Emerging Growth Fund ("Emerging Growth Fund")
Van Kampen American Capital Enterprise Fund ("Enterprise Fund")
Van Kampen American Capital Equity Income Fund ("Equity Income Fund")
Van Kampen American Capital Global Managed Assets Fund ("Global Managed Assets
        Funds")
Van Kampen American Capital Government Securities Fund ("Government Securities
        Fund")
Van Kampen American Capital Government Target Fund ("Government Target Fund")
Van Kampen American Capital Growth and Income Fund ("Growth and Income Fund")
Van Kampen American Capital Harbor Fund ("Harbor Fund")
Van Kampen American Capital High Income Corporate Bond Fund ("High Income
        Corporate Bond Fund")
Van Kampen American Capital High Income Corporate Bond Fund ("High Income
        Corporate Bond Fund")

Van Kampen American Capital Life Investment Trust ("Life Investment Trust" or
     "LIT") on behalf of its Series

   Enterprise Portfolio ("LIT Enterprise Portfolio")
   Domestic Income Portfolio ("LIT Domestic Income Portfolio")
   Emerging Growth Portfolio  ("LIT Emerging Growth Portfolio")
   Government Portfolio ("LIT Government Portfolio")
   Asset Allocation Portfolio ("LIT Asset Allocation Portfolio")
   Money Market Portfolio ("LIT Money Market Portfolio")
   Real Estate Securities Portfolio ("LIT Real Estate Securities Portfolio")
   Growth and Income Portfolio ("LIT Growth and Income Portfolio")

Van Kampen American Capital Limited Maturity Government Fund ("Limited
        Maturity Government Fund")
Van Kampen American Capital Pace Fund ("Pace Fund")
Van Kampen American Capital Real Estate Securities Fund ("Real Estate
        Securities Fund")
Van Kampen American Capital Reserve Fund ("Reserve Fund")
Van Kampen American Capital Small Capitalization Fund ("Small
        Capitalization Fund")

                                     2
<PAGE>

Van Kampen American Capital Tax-Exempt Trust ("Tax-Exempt Trust")
on behalf of its Series
   Van Kampen American Capital High Yield Municipal Fund ("High Yield Municipal
   Fund")

Van Kampen American Capital U.S. Government Trust for Income ("U.S. Government
        Trust for Income")

IV. FUNDS ADVISED BY VAN KAMPEN AMERICAN CAPITAL INVESTMENT ADVISORY CORP.
("INVESTMENT ADVISORY CORP.") (COLLECTIVELY, THE "FORMER VAN KAMPEN FUNDS"):

Van Kampen American Capital U.S. Government Trust ("U.S. Government Trust")
   on behalf of its series
Van Kampen American Capital U.S. Government Fund ("U.S. Government Fund")

Van Kampen American Capital Tax Free Trust ("Tax Free Trust")
   on behalf of its series
Van Kampen American Capital Insured Tax Free Income Fund ("Insured Tax Free
        Income Fund")
Van Kampen American Capital Tax Free High Income Fund ("Tax Free High Income
        Fund")
Van Kampen American Capital California Insured Tax Free Fund ("California
        Insured Tax Free Fund")
Van Kampen American Capital Municipal Income Fund ("Municipal Income Fund")
Van Kampen American Capital Intermediate Term Municipal Income Fund
        (Intermediate Term Municipal Income Fund")
Van Kampen American Capital Florida Insured Tax Free Income Fund ("Florida
        Insured Tax Free Income Fund")
Van Kampen American Capital New Jersey Tax Free Income Fund ("New Jersey Tax
        Free Income Fund")
Van Kampen American Capital New York Tax Free Income Fund ("New York Tax Free
        Income Fund")
Van Kampen American Capital California Tax Free Income Fund ("California Tax
        Free Income Fund")
Van Kampen American Capital Michigan Tax Free Income Fund ("Michigan Tax Free
        Income Fund")
Van Kampen American Capital Missouri Tax Free Income Fund ("Missouri Tax Free
        Income Fund")
Van Kampen American Capital Ohio Tax Free Income Fund ("Ohio Tax Free Income
        Fund")

Van Kampen American Capital Trust ("VKAC Trust")
Van Kampen American Capital High Yield Fund ("High Yield Fund")
Van Kampen American Capital Short-Term Global Income Fund ("Short-Term Global
        Income Fund")
Van Kampen American Capital Strategic Income Fund ("Strategic Income Fund")

Van Kampen American Capital Equity Trust ("Equity Trust")

                                        3
<PAGE>

        on behalf of its series
Van Kampen American Capital Utility Fund ("Utility Fund")
Van Kampen American Capital Growth Fund ("Growth Fund")
Van Kampen American Capital Value Fund ("Value Fund")
Van Kampen American Capital Great American Companies Fund ("Great American
        Companies Fund")
Van Kampen American Capital Prospector Fund ("Prospector Fund")
Van Kampen American Capital Aggressive Growth Fund ("Aggressive Growth Fund")

Van Kampen American Capital Foreign Securities Fund ("Foreign Securities Fund")

Van Kampen American Capital Pennsylvania Tax Free Income Fund ("Pennsylvania Tax
        Free Income Fund")

Van Kampen American Capital Tax Free Money Fund ("Tax Free Money Fund")

                                        4
<PAGE>

                              AMENDMENT NUMBER SIX

                                     TO THE

                            FUND ACCOUNTING AGREEMENT

      THIS AMENDMENT NUMBER SIX, dated May 31, 2000, to the Fund Accounting
Agreement dated May 31, 1997 (the "Agreement") by and between the parties set
forth in Schedule A, attached hereto and incorporated by reference and Van
Kampen Investment Advisory Corp., a Delaware corporation ("Advisory Corp.").

                               W I T N E S S E T H

      WHEREAS, the Funds wish to amend the current Fund Accounting Agreement in
accordance with the terms set forth by the Boards of Trustees/Directors of the
Van Kampen Open End Funds at a Meeting held on April 17, 2000 and the Boards of
Trustees of the Van Kampen Closed End Funds at a Meeting held on May 30, 2000;

      NOW, THEREFORE, in consideration of the promises and mutual covenants
spelled out in the Agreement and herein, it is hereby agreed that the Agreement
be amended to add Section 13 and renumber the remaining Sections of the
Agreement as follows:

      13. Delegation of Accounting Services. Advisory Corp. may delegate the
      provision of all or a portion of the Advisory Services contemplated herein
      to such other parties as may be approved by the Board of each Fund. In the
      event of any such delegation, the Funds shall reimburse Advisory Corp. for
      expense related to those Accounting Services provided by Advisory Corp.,
      and shall pay such sub-accounting agents such compensation as may be
      agreed from time to time by the Funds and the sub-accounting agent. In the
      event of such delegation, Advisory Corp. shall oversee the activities of
      such sub-accounting agent on behalf of the Funds.

      14. Notice. Any notice under this Agreement shall be in writing, addressed
      and delivered or sent by registered or certified mail, postage prepaid, to
      the other party at such address as such other party may designate for the
      receipt of such notices. Until further notice to the other parties, it is
      agreed that for this purpose the address of each Fund is One Parkview
      Plaza, Oakbrook Terrace, Illinois 60181, Attention: President and that of
      Advisory Corp. for this purpose is One Parkview Plaza, Oakbrook Terrace,
      Illinois 60181, Attention: President.

                                        5
<PAGE>

      15. Personal Liability. As provided for in the Agreement and Declaration
      of Trust of the various Funds, under which the Funds are organized as
      unincorporated trusts, the shareholders, trustees, officers, employees and
      other agents of the Fund shall not personally be found by or liable for
      the matters set forth hereto, nor shall resort be had to their private
      property for the satisfaction of any obligation or claim hereunder.

      16. Interpretative Provisions. In connection with the operation of this
      Agreement, Advisory Corp. and the Funds may agree from time to time on
      such provisions interpretative of or in addition to the provisions of this
      Agreement as may in their joint opinion be consistent with the general
      tenor of this Agreement.

      17. State Law. This Agreement shall be construed and enforced in
      accordance with and governed by the laws of the State of Illinois.

      18. Captions. The captions in this Agreement are included for convenience
      of reference only and in no way define or limit any of the provisions
      hereof or otherwise affect their construction or effect.

      IN WITNESS WHEREOF, the parties have caused this Agreement to be executed
as of the day and year first above written.

ALL OF THE PARTIES SET FORTH IN SCHEDULE A

By:      /s/ A. Thomas Smith III
    -------------------------------
      A. Thomas Smith III
      Vice President and Secretary

VAN KAMPEN INVESTMENT ADVISORY CORP.

By:     /s/ John L. Sullivan
    ---------------------------
       John L. Sullivan
       Senior Vice President

                                        6
<PAGE>

                                   SCHEDULE A

I. FUNDS ADVISED BY VAN KAMPEN INVESTMENT ADVISORY CORP. ("INVESTMENT ADVISORY
   CORP.") (COLLECTIVELY, THE "INVESTMENT ADVISORY CORP. FUNDS")

   CLOSED END FUNDS

   Van Kampen Municipal Income Trust
   Van Kampen California Municipal Trust
   Van Kampen High Income Trust
   Van Kampen High Income Trust II
   Van Kampen Investment Grade Municipal Trust
   Van Kampen Municipal Trust
   Van Kampen California Quality Municipal Trust
   Van Kampen Florida Quality Municipal Trust
   Van Kampen New York Quality Municipal Trust
   Van Kampen Ohio Quality Municipal Trust
   Van Kampen Pennsylvania Quality Municipal Trust
   Van Kampen Trust For Insured Municipals
   Van Kampen Trust For Investment Grade Municipals
   Van Kampen Trust For Investment Grade California Municipals
   Van Kampen Trust For Investment Grade Florida Municipals
   Van Kampen Trust For Investment Grade New Jersey Municipals
   Van Kampen Trust For Investment Grade New York Municipals
   Van Kampen Trust For Investment Grade Pennsylvania Municipals
   Van Kampen Municipal Opportunity Trust
   Van Kampen Advantage Municipal Income Trust
   Van Kampen Advantage Pennsylvania Municipal Income Trust
   Van Kampen Strategic Sector Municipal Trust
   Van Kampen Value Municipal Income Trust
   Van Kampen California Value Municipal Income Trust
   Van Kampen Massachusetts Value Municipal Income Trust
   Van Kampen New Jersey Value Municipal Income Trust
   Van Kampen New York Value Municipal Income Trust
   Van Kampen Ohio Value Municipal Income Trust
   Van Kampen Pennsylvania Value Municipal Income Trust
   Van Kampen Municipal Opportunity Trust II
   Van Kampen Florida Municipal Opportunity Trust
   Van Kampen Advantage Municipal Income Trust II
   Van Kampen Select Sector Municipal Trust

   OPEN END FUNDS
   Van Kampen U.S. Government Trust ("U.S. Government Trust")
   on behalf of its series
      Van Kampen U.S. Government Fund ("U.S. Government Fund")

   Van Kampen Tax Free Trust ("Tax Free Trust")

                                        7
<PAGE>

   on behalf of its series
      Van Kampen Insured Tax Free Income Fund ("Insured Tax Free Income Fund")
      Van Kampen Tax Free High Income Fund ("Tax Free High Income Fund")
      Van Kampen California Insured Tax Free Fund ("California Insured Tax Free
      Fund")
      Van Kampen Municipal Income Fund ("Municipal Income Fund")
      Van Kampen Intermediate Term Municipal Income Fund (Intermediate Term
      Municipal Income Fund")
      Van Kampen Florida Insured Tax Free Income Fund ("Florida Insured Tax Free
      Income Fund")
      Van Kampen New York Tax Free Income Fund  ("New York Tax Free Income
      Fund")
      Van Kampen California Municipal Income Fund ("California Municipal Income
      Fund")
      Van Kampen Michigan Tax Free Income Fund ("Michigan Tax Free Income Fund")
      Van Kampen Missouri Tax Free Income Fund ("Missouri Tax Free Income Fund")
      Van Kampen Ohio Tax Free Income Fund ("Ohio Tax Free Income Fund")

   Van Kampen Trust ("VK Trust")
   on behalf of its series
      Van Kampen High Yield Fund ("High Yield Fund")
      Van Kampen Strategic Income Fund ("Strategic Income Fund")
      Van Kampen Managed Short Term Income Fun d ("Managed Short Term Income
      Fund")

   Van Kampen Equity Trust ("Equity Trust")
   on behalf of its series
      Van Kampen Utility Fund ("Utility Fund")
      Van Kampen Growth Fund ("Growth Fund")
      Van Kampen Aggressive Growth Fund ("Aggressive Growth Fund")
      Van Kampen Small Cap Value Fund ("Small Cap Value Fund")
      Van Kampen Small Company Growth Fund ("Small Company Growth Fund")
      Van Kampen Select Growth Fund ("Select Growth Fund")
      Van Kampen Small Cap Growth Fund ("Small Cap Growth Fund")

   Van Kampen Equity Trust II ("Equity Trust II")
   on behalf of its Series
      Van Kampen Tax Managed Equity Growth Fund

   Van Kampen Pennsylvania Tax Free Income Fund ("Pennsylvania Tax Free Income
   Fund")
   Van Kampen Tax Free Money Fund ("Tax Free Money Fund")

II. FUNDS ADVISED BY VAN KAMPEN ASSET MANAGEMENT INC.
    (COLLECTIVELY, THE "ASSET MANAGEMENT FUNDS")

   Van Kampen Comstock Fund ("Comstock Fund")
   Van Kampen Corporate Bond Fund ("Corporate Bond Fund")
   Van Kampen Emerging Growth Fund ("Emerging Growth Fund")
   Van Kampen Enterprise Fund ("Enterprise Fund")
   Van Kampen Equity Income Fund ("Equity Income Fund")

                                        8
<PAGE>

   Van Kampen Global Managed Assets Fund ("Global Managed Assets Funds")
   Van Kampen Government Securities Fund ("Government Securities Fund")
   Van Kampen Growth and Income Fund ("Growth and Income Fund")
   Van Kampen Harbor Fund ("Harbor Fund")
   Van Kampen High Income Corporate Bond Fund ("High Income Corporate Bond
   Fund")

   Van Kampen Life Investment Trust ("Life Investment Trust" or "LIT")
   on behalf of its Series
      Enterprise Portfolio ("LIT Enterprise Portfolio")
      Domestic Income Portfolio ("LIT Domestic Income Portfolio")
      Emerging Growth Portfolio ("LIT Emerging Growth Portfolio")
      Global Equity Portfolio ("LIT Global Equity Portfolio")
      Government Portfolio ("LIT Government Portfolio")
      Asset Allocation Portfolio ("LIT Asset Allocation Portfolio")
      Money Market Portfolio ("LIT Money Market Portfolio")
      Morgan Stanley Real Estate Securities Portfolio ("LIT Morgan Stanley Real
      Estate Securities Portfolio")
      Growth and Income Portfolio ("LIT Growth and Income Portfolio")
      Strategic Stock Portfolio ("LIT Strategic Stock Portfolio")
      Comstock Portfolio ("LIT Comstock Portfolio")

   Van Kampen Limited Maturity Government Fund ("Limited Maturity Government
   Fund")
   Van Kampen Pace Fund ("Pace Fund")
   Van Kampen Real Estate Securities Fund ("Real Estate Securities Fund")
   Van Kampen Reserve Fund ("Reserve Fund")

   Van Kampen Tax-Exempt Trust ("Tax-Exempt Trust")
   on behalf of its Series
     Van Kampen High Yield Municipal Fund ("High Yield Municipal Fund")

   Van Kampen Equity Trust II ("Equity Trust II")
   on behalf of its Series
     Van Kampen Technology Fund

   Van Kampen U.S. Government Trust for Income ("U.S. Government Trust for
   Income")

                                        9
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.(13)(F)
<SEQUENCE>17
<FILENAME>c94416a1exv99wx13yxfy.txt
<DESCRIPTION>AMENDED/RESTATED LEGAL SERVICES AGREEMENT
<TEXT>
<PAGE>
                                                                   EXHIBIT 13(f)

                              AMENDED AND RESTATED
                            LEGAL SERVICES AGREEMENT

      THIS AGREEMENT, dated as of September 1, 2002, by and between the parties
as set forth in Schedule 1, attached hereto and incorporated by reference
(designated collectively hereafter as the "Funds"), and VAN KAMPEN INVESTMENTS
INC., a Delaware corporation ("Van Kampen").

                              W I T N E S S E T H :

      WHEREAS, each of the Funds is registered as an investment company under
the Investment Company Act of 1940, as amended (the "1940 Act"); and

      WHEREAS, Van Kampen and its affiliates have the capability of providing
certain legal services to the Funds; and

      WHEREAS, each Fund desires to utilize Van Kampen and its affiliates in the
provision of such legal services; and

      WHEREAS, Van Kampen and its affiliates intend to provide staff in order to
accommodate the provision of all such services.

      NOW, THEREFORE, in consideration of the premises and the mutual covenants
spelled out herein, it is agreed between the parties hereto as follows:

1.    Appointment of Van Kampen. Van Kampen and/or personnel of affiliates of
      Van Kampen under the direction of Van Kampen shall provide each of the
      Funds the legal services (the "Legal Services") as set forth in Paragraph
      2 of this Agreement. Van Kampen accepts such appointments and agrees to
      furnish the Legal Services in return for the compensation provided in
      Paragraph 3 of this Agreement.

2.    Legal Services to be Provided. Van Kampen and/or personnel of affiliates
      of Van Kampen will provide to the Funds the following legal services,
      including without limitation: accurate maintenance of the Funds' corporate
      minute books and records, preparation and oversight of each Fund's
      regulatory reports and other information provided to shareholders as well
      as responding to day-to-day legal issues on behalf of the Funds. Van
      Kampen shall hire persons and/or supervise personnel of affiliates of Van
      Kampen (collectively

<PAGE>

      the "Legal Services Group") as needed to provide such Legal Services and
      in such numbers as may be agreed from time to time.

3.    Expenses and Reimbursement. The Legal Services expenses (the "Legal
      Services Expenses") for which Van Kampen may be reimbursed are salary and
      salary related benefits, including but not limited to bonuses, group
      insurance and other regular wages paid to the personnel of the Legal
      Services Group. Each member of the Legal Services Group will complete as
      of the last business day of each month, a time allocation sheet indicating
      the monthly time spent (reflected as a percentage) on matters relating to
      the Funds, on matters relating to other funds for which Van Kampen or its
      subsidiaries act as investment adviser and distributor ("Van Kampen
      Non-Participating Funds") and for other matters. The aggregate of time
      spent on matters for the Funds and Van Kampen Non-Participating Funds is
      referred to herein as the "Fund Percentage". Each member's Fund Percentage
      shall be multiplied by each member's individual Legal Service Expense; the
      resulting product for each member shall then be aggregated to arrive at
      the Legal Services Expenses that can be allocated as set forth in
      Paragraph 4 ("Allocable Legal Services Expenses"). The Legal Services
      Expenses will be paid by Van Kampen (or the affiliate of Van Kampen
      employing such Legal Services Group persons) and that portion of such
      Legal Services Expenses allocated to the Funds as set forth in Paragraph 4
      shall be reimbursed by the Funds. Van Kampen will tender to each Fund a
      monthly invoice within five business days of the last business day of each
      month which shall certify the total Legal Service Expenses expended and
      allocated to such Fund. Except as provided herein, Van Kampen will receive
      no other compensation in connection with Legal Services rendered in
      accordance with this Agreement, and Van Kampen and its affiliates will be
      responsible for all other expenses relating to the providing of Legal
      Services.

4.    Payment for Allocable Legal Services Expense Among the Funds. Each month,
      one half (50%) of the Allocable Legal Services Expenses incurred under the
      Agreement shall be attributable equally to each respective Fund and Van
      Kampen Non-Participating Fund. Van Kampen shall assume the costs of Legal
      Services Expenses for the Van Kampen Non-Participating Funds for which
      reimbursement is not received. The remaining one half (50%) of the
      Allocable Legal Services Expenses shall be in allocated (a) in the event
      services are attributable to specific funds (including the Van Kampen
      Non-Participating Funds) based on such specific time allocations; and (b)
      in the

                                       2
<PAGE>

      event services are attributable only to types of funds (i.e. closed-end
      and open-end funds), the relative amount of time spent on each type of
      fund and then further allocated between funds of that type on the basis of
      relative net assets at the end of the period.

5.    Maintenance of Records. All records maintained by Van Kampen in connection
      with the performance of its duties under this Agreement will remain the
      property of each respective Fund and will be preserved by Van Kampen for
      the periods prescribed in Section 31 of the 1940 Act and the rules
      thereunder or such other applicable rules that may be adopted from time to
      time under the 1940 Act. In the event of termination of the Agreement,
      such records will be promptly delivered to the respective Funds. Such
      records may be inspected by the respective Funds at reasonable times.

6.    Liability of Van Kampen. Van Kampen shall not be liable to any Fund for
      any action taken or thing done by it or its agents or contractors on
      behalf of the Fund in carrying out the terms and provisions of the
      Agreement if done in good faith and without negligence or misconduct on
      the part of Van Kampen, its agents or contractors.

7.    Indemnification By Funds. Each Fund will indemnify and hold Van Kampen
      harmless from all loss, cost, damage and expense, including reasonable
      expenses for legal counsel, incurred by Van Kampen resulting from (a) any
      claim, demand, action or suit in connection with Van Kampen's acceptance
      of this Agreement; (b) an action or omission by Van Kampen in the
      performance of its duties hereunder; (c) Van Kampen's acting upon
      instructions believed by it to have been executed by a duly authorized
      officer of the Fund; or (d) Van Kampen's acting upon information provided
      by the Fund in form and under policies agreed to by Van Kampen and the
      Fund. Van Kampen shall not be entitled to such indemnification in respect
      of action or omissions constituting negligence or willful misconduct of
      Van Kampen or its agents or contractors. Prior to admitting any claim
      against it which may be subject to this indemnification, Van Kampen shall
      give the Fund reasonable opportunity to defend against said claim on its
      own name or in the name of Van Kampen.

                                       3
<PAGE>

8.    Indemnification By Van Kampen. Van Kampen will indemnify and hold harmless
      each Fund from all loss, cost, damage and expense, including reasonable
      expenses for legal counsel, incurred by the Fund resulting from any claim,
      demand, action or suit arising out of Van Kampen's failure to comply with
      the terms of this Agreement or which arises out of the negligence or
      willful misconduct of Van Kampen or its agents or contractors; provided,
      that such negligence or misconduct is not attributable to the Funds, their
      agents or contractors. Prior to admitting any claim against it which may
      be subject to this indemnification, the Fund shall give Van Kampen
      reasonable opportunity to defend against said claim in its own name or in
      the name of such Fund.

9.    Further Assurances. Each party agrees to perform such further acts and
      execute such further documents as necessary to effectuate the purposes
      hereof.

10.   Dual Interests. It is understood that some person or persons may be
      directors, trustees, officers, or shareholders of both the Funds and Van
      Kampen (including Van Kampen's affiliates), and that the existence of any
      such dual interest shall not affect the validity hereof or of any
      transactions hereunder except as otherwise provided by a specific
      provision of applicable law.

11.   Execution, Amendment and Termination. The term of this Agreement shall
      begin as of the date first above written, and unless sooner terminated as
      herein provided, this Agreement shall remain in effect thereafter from
      year to year if such continuation is specifically approved at least
      annually by the Board of Trustees of each Fund, including a majority of
      the independent Trustees of each Fund. The Agreement may be modified or
      amended from time to time by mutual agreement between parties, and the
      Funds shall reimburse Van Kampen for its costs, expenses and disbursements
      payable under this Agreement to such date. This Agreement may be amended
      in the future to include as additional parties to the Agreement other
      investment companies for which Van Kampen, any subsidiary or affiliate
      serves as investment advisor or distributor.

12.   Assignment. Any interest of Van Kampen under this Agreement shall not be
      assigned or transferred, either voluntarily or involuntarily, by operation
      of

                                       4
<PAGE>

      law or otherwise, without the prior written consent of the Fund. This
      Agreement shall automatically and immediately terminate in the event of
      its assignment without the prior written consent of the Fund.

13.   Notice. Any notice under this agreement shall be in writing, addressed and
      delivered or sent by registered or certified mail, postage prepaid, to the
      other party at such address as such other party may designate for the
      receipt of such notices. Until further notice to the other parties, it is
      agreed that for this purpose the address of each Fund is 1 Parkview Plaza,
      Oakbrook Terrace, Illinois 60181, Attention: Treasurer and the address of
      Van Kampen, for this purpose is 1 Parkview Plaza, Oakbrook Terrace,
      Illinois 60181, Attention: Treasurer.

14.   Personal Liability. As provided for in the Declaration of Trust of the
      various Funds, under which the Funds are organized as unincorporated
      trusts under the laws of the State of Delaware, Massachusetts or
      Pennsylvania, as the case may be, the shareholders, trustees, officers,
      employees and other agents of the Fund shall not personally be bound by or
      liable for the matters set forth hereunder, nor shall resort be had to
      their private property for the satisfaction of any obligation or claim
      hereunder.

15.   Interpretative Provisions. In connection with the operations of this
      agreement, Van Kampen and the Funds may agree from time to time on such
      provisions interpretative of or in addition to the provisions of this
      Agreement as may in their opinion be consistent with the general tenor of
      this Agreement.

16.   State Law. This Agreement shall be construed and enforced in accordance
      with and governed by the laws of the State of Illinois.

17.   Captions. The captions in the Agreement are included for convenience of
      reference only and in no way define or limit any of the provisions hereof
      or otherwise affect their construction effect.

                                       5
<PAGE>

      IN WITNESS WHEREOF, the parties have caused this Agreement to be executed
      as of the day and year first above written.

                                          ALL OF THE PARTIES SET FORTH
                                          IN SCHEDULE 1 ATTACHED HERETO

                                          By:      /s/ John Sullivan
                                              ----------------------------------
                                                   John Sullivan
                                                   Vice President and Treasurer

                                          VAN KAMPEN INVESTMENTS INC.

                                          By:      /s/ A. Thomas Smith
                                              ----------------------------------
                                                   A. Thomas Smith
                                                   Managing Director

                                       6
<PAGE>

                                   SCHEDULE 1
OPEN END FUNDS

VAN KAMPEN SERIES FUND, INC.

Van Kampen American Value Fund
Van Kampen Asian Equity Fund
Van Kampen Emerging Markets Fund
Van Kampen Equity Growth Fund
Van Kampen European Value Equity Fund
Van Kampen Focus Equity Fund
Van Kampen Global Equity Allocation Fund
Van Kampen Global Franchise Fund
Van Kampen Global Value Equity Fund
Van Kampen International Magnum Fund
Van Kampen Latin American Fund
Van Kampen Mid Cap Growth Fund
Van Kampen Value Fund
Van Kampen Worldwide High Income Fund

VAN KAMPEN U.S. GOVERNMENT TRUST

Van Kampen U.S. Government Fund

VAN KAMPEN TAX FREE TRUST

Van Kampen California Insured Tax Free Fund
Van Kampen Insured Tax Free Income Fund
Van Kampen Intermediate Term Municipal Income Fund
Van Kampen Municipal Income Fund
Van Kampen New York Tax Free Income Fund
Van Kampen Strategic Municipal Income Fund

Van Kampen Pennsylvania Tax Free Income Fund

VAN KAMPEN EQUITY TRUST

Van Kampen Aggressive Growth Fund
Van Kampen Growth Fund
Van Kampen Select Growth Fund
Van Kampen Small Cap Growth Fund
Van Kampen Small Cap Value Fund
Van Kampen Utility Fund
Van Kampen Value Opportunities Fund

VAN KAMPEN TRUST

Van Kampen High Yield Fund

VAN KAMPEN EQUITY TRUST II

Van Kampen Technology Fund
Van Kampen Tax Managed Equity Growth Fund
Van Kampen International Advantage Fund

Van Kampen Tax Free Money Fund

VAN KAMPEN LIFE INVESTMENT TRUST

Aggressive Growth Portfolio

                                       7
<PAGE>

CLOSED END FUNDS

Van Kampen Advantage Municipal Income Trust
Van Kampen Advantage Municipal Income Trust II
Van Kampen Advantage Pennsylvania Municipal Income Trust
Van Kampen California Municipal Trust
Van Kampen California Quality Municipal Trust
Van Kampen California Value Municipal Income Trust
Van Kampen Florida Quality Municipal Trust
Van Kampen High Income Trust
Van Kampen High Income Trust II
Van Kampen Investment Grade Municipal Trust
Van Kampen Massachusetts Value Municipal Income Trust
Van Kampen Municipal Income Trust
Van Kampen Municipal Opportunity Trust
Van Kampen Municipal Opportunity Trust II
Van Kampen Municipal Trust
Van Kampen New York Quality Municipal Trust
Van Kampen New York Value Municipal Income Trust
Van Kampen Ohio Quality Municipal Trust
Van Kampen Ohio Value Municipal Income Trust
Van Kampen Pennsylvania Quality Municipal Trust
Van Kampen Pennsylvania Value Municipal Income Trust
Van Kampen Prime Rate Income Trust
Van Kampen Select Sector Municipal Trust
Van Kampen Senior Floating Rate Fund
Van Kampen Senior Income Trust
Van Kampen Strategic Sector Municipal Trust
Van Kampen Trust for Insured Municipals
Van Kampen Trust for Investment Grade California Municipals
Van Kampen Trust for Investment Grade Florida Municipals
Van Kampen Trust for Investment Grade Municipals
Van Kampen Trust for Investment Grade New Jersey Municipals
Van Kampen Trust for Investment Grade New York Municipals
Van Kampen Trust for Investment Grade Pennsylvania Municipals
Van Kampen Value Municipal Income Trust

                                        8
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.(14)
<SEQUENCE>18
<FILENAME>c94416a1exv99wx14y.txt
<DESCRIPTION>CONSENT OF INDEPENDENT REGISTERED ACCOUNTING FIRM
<TEXT>
<PAGE>
                                                                      EXHIBIT 14

            CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM


We consent to the use in this Pre-Effective Amendment No. 1 to Registration
Statement No. 333-124823 on Form N-14 under the Securities Act of 1933, of our
reports dated December 10, 2004, appearing in the Annual Reports of Van Kampen
New York Quality Municipal Trust, Van Kampen New York Value Municipal Income
Trust, and Van Kampen Trust for Investment Grade New York Municipals, for the
year ended October 31, 2004, included in the Statement of Additional Information
which is part of such Registration Statement, and to the references to us under
the headings "Independent Registered Public Accounting Firm" and "Form of
Agreement and Plan of Reorganization" included in the Statement of Additional
Information.



/S/ DELOITTE & TOUCHE LLP

Chicago, Illinois
June 28, 2005


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.(17)(A)
<SEQUENCE>19
<FILENAME>c94416a1exv99wx17yxay.txt
<DESCRIPTION>CODE OF ETHICS OF INVESTMENT ADVISER
<TEXT>
<PAGE>
                                                                   EXHIBIT 17(a)


[MORGAN STANLEY LOGO]


                      MORGAN STANLEY INVESTMENT MANAGEMENT
                                 CODE OF ETHICS

Effective June 15, 2004



- ---------------------------
(Print Name)

         The investment advisors, advisors, distribution companies and related
service companies listed on the attached Schedule A that operate within Morgan
Stanley Investment Management (each, a "Covered Company" and collectively,
"Investment Management") have adopted this Code of Ethics (the "Code"). The
principal objectives of the Code are (i) to provide policies and procedures
consistent with applicable law and regulation, including Rule 17j-1 under the
Investment Company Act of 1940, as amended (the "1940 Act"), and Section 204 A
of the Investment Advisers Act of 1940, as amended (the "Advisers Act"), and
(ii) make certain that the personal trading and other business activities of
Employees of Investment Management (defined in Section III. below) are conducted
in a manner consistent with applicable law and regulation and the general
principles set forth in the Code.

         Employees of Investment Management are also subject to the "Morgan
Stanley Code of Conduct -- Securities and Asset Management Businesses" (the
"Code of Conduct"), and the Morgan Stanley Code of Ethics and Business
Practices, which can be found on the Law Portal of the Morgan Stanley Today
intranet site. Employees are reminded that they are also subject to other Morgan
Stanley Investment Management policies, including policies on insider trading,
the receipt of gifts, the handling of all internally distributed proprietary and
confidential information, Morgan Stanley Investment Management Senior Loan
Firewall Procedures, and service as a director of a publicly traded company. All
internally distributed information is proprietary and confidential information
and should not be discussed with people outside of Morgan Stanley Investment
Management or shared with anybody outside of the Investment Department.

                                       i
<PAGE>




[MORGAN STANLEY LOGO]


                                    TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                                        Page
                                                                                        ----

<S>     <C>                                                                             <C>
I.      Policy Highlights..................................................................1

II.     General Principles.................................................................2
        A.     Shareholder and Client Interests Come First.................................2
        B.     Avoid Actual and Potential Conflicts of Interest............................3

III.    Definitions........................................................................3
        A.     Access Persons..............................................................3
        B.     Covered Accounts............................................................3
        C.     Covered Securities..........................................................4
        D.     Investment Personnel........................................................4

IV.     Grounds for Disqualification from Employment.......................................4

V.      Personal Securities Transactions...................................................5
        A.     Prohibited Conduct..........................................................5
        B.     Restrictions and Limitations on Personal Securities Transactions............5
        C.     Exempt Securities...........................................................9
        D.     Pre-Clearance Requirement..................................................10
        E.     Permitted Brokerage Accounts and Accounts Holding Morgan Stanley/
                 Van Kampen Funds.........................................................13

VI.     Reporting Requirements............................................................15
        A.     Report of Transactions.....................................................15
        B.     Form of Reporting..........................................................17
        C.     Responsibility to Report...................................................18
        D.     Leave of Absence...........................................................18
        E.     Where to File Report.......................................................18
        F.     Responsibility to Review...................................................18

VII.    Code of Ethics Review Committee...................................................19

VIII.   Service as a Director and Outside Business Activities.............................19

IX.     Gifts.............................................................................19

X.      Sanctions.........................................................................20

XI.     Employee Certification............................................................20
</TABLE>

                                       ii


<PAGE>


[MORGAN STANLEY LOGO]


I.       Policy Highlights

         The Code is designed so that all acts, practices and courses of
         business engaged in by employees are conducted in accordance with the
         highest possible standards and to prevent abuses or even the appearance
         of abuses by Employees relating to their personal trading and other
         business activity. Compliance with the Code is a matter of
         understanding the basic requirements and making sure the steps the
         employee takes with respect to each personal securities transaction and
         his/her personal investment is in accordance with these requirements.
         This Section sets forth selected rules that frequently raise questions.
         These are by no means comprehensive and Employees must examine the
         specific sections of the Code for more details and are strongly urged
         to consult Compliance when questions arise:

         o     Shares of Morgan Stanley/Van Kampen open-end investment companies
               ("Affiliated Mutual Funds"), whether purchased, sold or exchanged
               in a brokerage account, directly through a transfer agent or in a
               401(k) or other retirement plan, including the Morgan Stanley
               401(k) plan, are exempt from pre-clearance requirements but are
               subject to holding and reporting requirements. AFFILIATED MUTUAL
               FUNDS MAY NOT BE SOLD, REDEEMED OR EXCHANGED UNTIL AT LEAST 60
               CALENDAR DAYS FROM THE PURCHASE TRADE DATE. SHARES IN THE SAME
               MUTUAL FUND MAY NOT BE REPURCHASED UNTIL AT LEAST 60 CALENDAR
               DAYS FROM THE SALE TRADE DATE. INVESTMENT PERSONNEL, DEFINED
               HEREIN, MAY NOT SELL, REDEEM OR EXCHANGE AFFILIATED MUTUAL FUNDS
               UNTIL AT LEAST 90 CALENDAR DAYS FROM THE PURCHASE TRADE DATE AND
               ARE SUBJECT TO THE REPURCHASE RESTRICTIONS ABOVE;

         o     Purchases and sales of shares in money market funds, including
               Morgan Stanley/Van Kampen money market funds, continue to be
               exempt from preclearance, minimum holding period and reporting
               requirements of the Code;

         o     Employees must maintain brokerage accounts at Morgan Stanley
               unless an exception is granted. All accounts for the purchase of
               Affiliated Mutual Funds must be pre-approved by the Compliance
               Department before opening;

         o     All Personal Securities Transactions must be pre-cleared through
               Compliance, except as set forth herein;

         o     Employees may only transact in MWD stock during designated window
               periods and all transactions must be pre-cleared. The
               restrictions imposed by Morgan Stanley on Senior Management and
               other persons in connection with transactions in MWD stock are in
               addition to this Code, and must be observed to the extent
               applicable;

         o     Exchange Traded Funds ("ETFs") and closed-end mutual funds must
               be pre-cleared and are subject to all other holding and reporting
               requirements;

                                       1


<PAGE>


[MORGAN STANLEY LOGO]





         o     Employees are prohibited from acquiring any security in an
               initial public offering (IPO) or any other public underwriting;

         o     Private placements, participation on the Board of any company and
               any outside business activities must be pre-approved by the Code
               of Ethics Review Committee;

         o     Employees may not sell Covered Securities under any circumstances
               unless they have been held for at least 30 days and they may not
               be sold at a profit until at least 60 calendar days from the
               purchase trade date;

         o     Employees may not repurchase any security sold by the Employee
               within the previous 30 days and may not repurchase such security
               within the previous 60 days if the purchase price is lower than
               any sale price within the 60-day period;

         o     Portfolio managers and research analysts and those who report to
               them, may not trade in a security if accounts they manage trade
               in the same security within the 7 days prior to or 7 days
               following the Employee's transaction;

         o     Employees are required to submit an Initial Holdings Report upon
               hire, Quarterly Transactions Reports and an Annual Report and
               Compliance Certification.


II.      General Principles

         A.    Shareholder and Client Interests Come First

               Every Employee owes a fiduciary duty to the shareholders of
               registered investment companies (each; a "Fund" and collectively,
               the "Funds") and to the Managed Account Clients (defined as
               clients other than registered investment companies including
               unregistered investment companies, institutional clients and
               individuals). This means that in every decision relating to
               investments, every Employee must recognize the needs and
               interests of the Fund shareholders and the Managed Account
               Clients, and be certain that at all times the interests of the
               Fund shareholders and other Managed Account Clients are placed
               ahead of any personal interest.

                                       2


<PAGE>




[MORGAN STANLEY LOGO]


         B.    Avoid Actual and Potential Conflicts of Interest

               The restrictions and requirements of the Code are designed to
               prevent behavior which actually or potentially conflicts, or
               raises the appearance of an actual or potential conflict, with
               the interests of the Fund shareholders or the Managed Account
               Clients. It is of the utmost importance that the Personal
               Securities Transactions of Employees be conducted in a manner
               consistent with both the letter and spirit of the Code to avoid
               any such conflict of interest and to prevent abuse of an
               Employee's position of trust and responsibility.

III.     Definitions

         A.    "Access Persons" shall include all directors, officers, and
               employees of Investment Management as well as certain other
               persons falling within such definition under Rule 17j-1 under the
               1940 Act and such other persons that may be so deemed by each
               Local Compliance Group from time to time, except those persons
               who are not officers and directors of an investment adviser under
               Investment Management and who meet the following criteria: (i)
               directors and officers of Morgan Stanley Distributors Inc.,
               Morgan Stanley Distribution Inc., Morgan Stanley & Co., and Van
               Kampen Funds Inc. (each a "Distributor" and collectively, the
               "Distributors") that do not devote substantially all of their
               working time to the activities (including distribution
               activities) of an investment adviser under Morgan Stanley
               Investment Management; (ii) directors and officers of the
               Distributors that do not, in connection with their regular
               functions and duties, participate in, obtain information with
               respect to, or make recommendations as to, or purchase and sell
               securities on behalf of a Fund or a Managed Account Client; and
               (iii) directors and officers of the Distributors that do not have
               access to information regarding the day-to-day investment
               activities of Investment Management shall not be deemed Access
               Persons. Such persons are, however, subject to the Code of
               Conduct. The Local Compliance Group for each Covered Company will
               identify all Access Persons of Investment Management and notify
               them of their pre-clearance and reporting obligations at the time
               they become an Access Person. Access Persons will be referred to
               as "Employees" throughout the Code. Employees with questions
               concerning their status as Access Persons are urged to consult
               with their Local Compliance Group.

         B.    "Covered Accounts" shall include any account in which an
               Employee has, or acquires any direct or indirect beneficial
               ownership in a security held in the account. Generally, an
               employee is regarded as having beneficial ownership of securities
               held in an account in the name of: (1) the individual; (2) a
               husband, wife or minor child; (3) a relative sharing the same
               house; (4) another person if the Employee obtains benefits
               substantially equivalent to ownership of the

                                        3


<PAGE>





[MORGAN STANLEY LOGO]

               securities; (ii) can obtain ownership of the securities
               immediately or at some future time; or (iii) can have investment
               discretion or otherwise can exercise control. In addition, as
               described in the Code, certain circumstances constitute
               Beneficial Ownership by an Employee of securities held by a
               trust.

         C.    "Covered Securities" shall include all securities, any option to
               purchase or sell, and any security convertible into or
               exchangeable for such securities. For example, Covered Securities
               also include, but are not limited to individual securities,
               open-end mutual funds, exchange traded funds, closed-end funds
               and unit investment trusts. Exemption from certain requirements
               of the Code may apply to designated Covered Securities, as set
               forth below. In addition, certain securities, such as money
               market funds, are exempt from the definition of "Covered
               Security" as explained in the Code.

         D.    "Investment Personnel" shall mean any Investment Management
               Employee who, in connection with his or her regular functions or
               duties, makes or participates in making recommendations regarding
               the purchase or sale of securities or anyone who, in connection
               with their job functions, has real-time knowledge of such
               recommendations. This includes, but is not limited to, portfolio
               managers, research analysts, and all persons reporting to
               portfolio managers and research analysts and personnel in the
               trading department, among others.

IV.      Grounds for Disqualification from Employment

         Pursuant to the terms of Section 9 of the 1940 Act, no director,
         officer or employee of a Covered Company, as listed in Schedule A may
         become, or continue to remain, an officer, director or employee without
         an exemptive order issued by the U.S. Securities and Exchange
         Commission if such director, officer or employee:

         o     within the past ten years has been convicted of any felony or
               misdemeanor (i) involving the purchase or sale of any security;
               or (ii) arising out of their conduct as an underwriter, broker,
               dealer, investment adviser, municipal securities dealer,
               government securities broker, government securities dealer,
               transfer agent, or entity or person required to be registered
               under the U.S. Commodity Exchange Act, or as an affiliated
               person, salesman or employee of any investment company, bank,
               insurance company or entity or person required to be registered
               under the Commodity Exchange Act; or

         o     is or becomes permanently or temporarily enjoined by any court
               from: (i) acting as an underwriter, broker, dealer, investment
               adviser, municipal securities dealer, government securities
               broker, government securities dealer, transfer agent, or entity
               or person required to be registered under the U.S. Commodity
               Exchange Act, or as an affiliated person, salesman or employee of
               any investment company,

                                        4


<PAGE>




[MORGAN STANLEY LOGO]



               bank, insurance company or entity or person required to be
               registered under the U.S. Commodity Exchange Act; or (ii)
               engaging in or continuing any conduct or practice in connection
               with any such activity or in connection with the purchase or sale
               of any security.

         It is your obligation to immediately report any conviction or
         injunction falling within the foregoing provisions to the Chief Legal
         or Compliance Officer of Investment Management.

V.       Personal Securities Transactions

         A.    Prohibited Conduct

               No Employee shall buy or sell any Covered Security (with the
               exception of those described in sub-section C. below) for a
               Covered Account (referred to herein as a "Personal Securities
               Transaction") unless:



               1.   pre-clearance of the transaction has been obtained; and the

               2.   transaction is reported in writing to the Local Compliance
                    Group in accordance with the requirements below.


         B.    Restrictions and Limitations on Personal Securities Transactions

               Except where otherwise indicated, the following restrictions and
               limitations govern Personal Securities Transaction:

               1.   Covered Securities purchased may not be sold until at least
                    30 calendar days from the purchase trade date and may not be
                    sold at a profit until at least 60 calendar days from the
                    purchase trade date. Covered Securities sold may not be
                    repurchased until at least 30 calendar days from the sale
                    trade date. In addition, Covered Securities sold may not be
                    purchased at a lower price until at least 60 calendar days
                    from the sale trade date. Any violation may result in
                    disgorgement of all profits from the transactions as well as
                    other possible sanctions.

               2.   Morgan Stanley/Van Kampen open-end Mutual Funds (excluding
                    money market funds), whether purchased in a brokerage
                    account, directly through a transfer agent or in a 401(k) or
                    other retirement plan, may not be sold, redeemed or
                    exchanged until at least 60 calendar days from the purchase
                    trade date. They may not be repurchased until at least 60
                    calendar days from the sale trade date. Investment Personnel
                    may not sell, redeem or exchange such mutual funds until at
                    least 90 calendar days from the purchase trade date and are
                    subject to the repurchase restrictions above;





                                        5


<PAGE>


[MORGAN STANLEY LOGO]



                    In the event of financial hardship, exceptions to this
                    section of the Code may be granted, but only with the prior
                    written approval of a Compliance Officer and the Employee's
                    supervisor and if the transaction is consistent with each
                    Fund prospectus.

               3.   No short sales are permitted.

               4.   No transactions in options or futures are permitted, except
                    that listed options may be purchased, and covered calls
                    written. No option may be purchased or written if the
                    expiration date is less than 60 calendar days from the date
                    of purchase. No option position may be closed at a profit
                    less than 60 calendar days from the date it is established.

               5.   No Employee may acquire any security in an initial public
                    offering (IPO) or any other public underwriting. No Employee
                    shall purchase shares of a Fund that is managed by a Covered
                    Company if such Fund is not generally available to the
                    public, unless the vehicle is designed for Morgan Stanley
                    employees and there is no intention of it becoming public in
                    the future.

               6a.  Private placements of any kind may only be acquired with
                    special permission from the Code of Ethics Review Committee
                    and if approved, will be subject to monitoring by the Local
                    Compliance Group. Any Employee wishing to request approval
                    for private placements must complete a Private Placement
                    Approval Request Form and submit the form to the Local
                    Compliance Group. A copy of the Private Placement Approval
                    Request Form, which may be revised from time to time, is
                    attached as EXHIBIT A. Where the Code of Ethics Review
                    Committee approves any acquisition of a private placement,
                    its decision and reasons for supporting the decision will be
                    documented in a written report, which is to be kept for five
                    years by the Local Compliance Group after the end of the
                    fiscal year in which the approval was granted.

               6b.  Any Employee who has a personal position in an issuer
                    through a private placement must affirmatively disclose that
                    interest if such employee is involved in considering any
                    subsequent investment decision by a Fund or Managed Account
                    regarding any security of that issuer or its affiliate(s).
                    In such event, the President or Chief Investment Officer of
                    Investment Management shall independently determine the
                    final investment decision. Written records of any such
                    circumstance shall be sent to the Local Compliance Group and
                    maintained for a period of five years after the end of the
                    fiscal year in which the approval was granted.


                                        6


<PAGE>

[MORGAN STANLEY LOGO]



                    Restrictions 7.a. and 7.b. apply only to portfolio managers
                    and research analysts (and all persons reporting to
                    portfolio managers and research analysts) of Investment
                    Management.

               7a.  No purchase or sale transaction may be made in any Covered
                    Security by any portfolio manager or research analyst (or
                    person reporting to a portfolio manager or research analyst)
                    for a period of 7 calendar days before or after that Covered
                    Security is bought or sold by any Fund (other than Morgan
                    Stanley Value-Added Market Series, Morgan Stanley Select
                    Dimensions Investment Series -- Value-Added Market
                    Portfolio, and Morgan Stanley index funds, or Portfolios) or
                    any Managed Account (other than index-based Managed
                    Accounts) for which such portfolio manager or research
                    analyst (or person reporting to a portfolio manager or
                    research analyst) serves in that capacity.

               7b.  The definition of portfolio manager shall also extend to any
                    person involved in determining the composition of the
                    portfolios of Funds that are UITs or who have knowledge of a
                    composition of a UIT portfolio prior to deposit. These
                    individuals shall not buy or sell a Covered Security within
                    7 calendar days before or after such Covered Security is
                    included in the initial deposit of a UIT portfolio.

               Restriction 7.c. applies only to personnel in the trading
               department of each Covered Company.

               7c.  No purchase or sale transaction may be made in any Covered
                    Security traded through the appropriate Covered Company's
                    trading desk(s) (as determined by the Local Compliance
                    Group) by any person on that trading desk at the same time
                    that any Fund (other than Morgan Stanley Value-Added Market
                    Series, Morgan Stanley Select Dimensions Investment
                    Series--Value-Added Market Portfolio, and Morgan Stanley
                    index funds, or Portfolios) or any Managed Account (other
                    than index-based Managed Accounts) has a pending purchase or
                    sale order in that same Covered Security.

               7d.  Any transaction by persons described in sub-sections 7.a.,
                    7.b., and 7.c. above within such enumerated period may be
                    required to be reversed, if applicable, and any profits or,
                    at the discretion of the Code of Ethics Review Committee,
                    any differential between the sale price of the Personal
                    Security Transaction and the subsequent purchase or sale
                    price by a relevant Fund or Managed Account during the
                    enumerated period, will be subject to disgorgement; other
                    sanctions may also be applied.

                                           7


<PAGE>

[MORGAN STANLEY LOGO]



               8.   No Employee shall purchase or sell any Covered Security
                    which to their knowledge at the time of such purchase or
                    sale: (i) is being considered for purchase or sale by a Fund
                    or a Managed Account; or (ii) is being purchased or sold by
                    a Fund or a Managed Account. With respect to portfolio
                    managers and research analysts (and all persons reporting to
                    portfolio managers and research analysts) of a Covered
                    Company, no such persons may purchase shares of a closed-end
                    investment company over which such person exercises
                    investment discretion.

               9.   If a Personal Securities Transaction is not executed on the
                    day pre-clearance is granted, it is required that
                    pre-clearance be sought again on a subsequent day (i.e.,
                    open orders, such as limit orders, good until cancelled
                    orders and stop-loss orders, must be pre-cleared each day
                    until the transaction is effected).(1)

               10.  Employees shall not participate in investment clubs.

               11.  Employees may only transact in MWD stock during designated
                    window periods. Also, such transactions must be pre-cleared
                    with Compliance. Holdings and transactions in MWD stock are
                    subject to the initial, quarterly and annual reporting
                    requirements as well as the 30-day holding period
                    restriction and the 60-day short swing profit
                    restriction(2). The restrictions imposed by Morgan Stanley
                    on Senior Management and other persons in connection with
                    transactions in MWD stock are in addition to this Code, and
                    must be observed to the extent applicable. Employees are
                    required to read the Code of Conduct for a listing of
                    specific restrictions and limitations relating to the
                    purchase or sale of MWD stock. Employees receiving MWD stock
                    or options through EICP and other plans may be subject to
                    certain trading restrictions and exemptions. Employees
                    should check Employment documents and consult with
                    compliance to address any questions.

               Important: Regardless of the limited applicability of
               Restrictions 7.a., 7.b., and 7.c. each Local Compliance Group
               monitors all transactions by Employees in all locations in order
               to ascertain any pattern of conduct that may evidence actual or
               potential conflicts with the principles and objectives of the
               Code, including a pattern of front-running. The Compliance Group
               of each Covered Company: (i) on a quarterly basis, will provide
               the Boards of Directors/Trustees of the Funds it manages with a
               written report that describes any issues that arose during the
               previous quarter under the Code and, if applicable, any Funds'
               Sub-Adviser's Code of Ethics, including but not limited to,
               information about material violations

- ----------
(1) In the case of trades in institutional markets where the market has already
closed, transactions must be executed by the next close of trading in that
market.

(2) In connection with the sale of MWD stock, periodic purchases through
employee sponsored equity purchase plans shall not be counted when calculating
the 30-day holding period restriction or the 60-day short swing profit
restriction.

                                        8


<PAGE>

[MORGAN STANLEY LOGO]



         and sanctions imposed in response to the material violations; and (ii)
         on an annual basis, will certify that each Covered Company has adopted
         procedures reasonably necessary to prevent its Employees from violating
         the Code. Also, as stated elsewhere in this Code, any violation of the
         foregoing restrictions may result in disgorgement of all profits from
         the transactions as well as other possible sanctions.

C.       Exempt Securities

         1.    The securities listed below are exempt from: (i) the holding
               period and other restrictions of this Section V., sub-sections
               B.1., B.2., B. 7a-d. and B.8.; (ii) the pre-clearance
               requirements; and (iii) the initial, quarterly and annual
               reporting requirements. Accordingly, it is not necessary to
               obtain pre-clearance for Personal Securities Transactions in any
               of the following securities, nor is it necessary to report such
               securities in the quarterly Transaction Reports or the Initial
               Holdings Report and Annual Compliance Certification:

               (a)  Direct obligations of the United States Government(3);
               (b)  Bank Certificates of Deposit;
               (c)  Bankers' Acceptances;
               (d)  Commercial Paper; and
               (e)  High Quality Short-Term Debt Instruments (which for these
                    purposes are repurchase agreements and any instrument that
                    has a maturity at issuance of fewer than 366 days that is
                    rated in one of the two highest categories by a Nationally
                    Recognized Statistical Rating Organization).
               (f)  Shares held in money market funds, including Morgan
                    Stanley/Van Kampen money market funds.
               (g)  Shares held in non-affiliated open-end Mutual Funds.

         2.    Transactions in redeemable Unit Investment Trusts are exempt from
               the restrictions contained in this Section V., sub-sections B.1.
               and B.7 and the pre-clearance requirement of Section V.,
               sub-section A., but are subject to the reporting requirements of
               Section VI., sub-section A.

         3.    Shares of Morgan Stanley/Van Kampen open-end mutual funds are
               exempt from the pre-clearance requirement of Section V,
               sub-section A, but are subject to the account opening
               restrictions of Section V, sub-section E, initial, quarterly and
               annual reporting requirements of Section VI,

- ----------
(3) Includes securities that carry full faith and credit of the U.S. Government
for the timely payment of principal and interest, such as Ginnie Maes, U.S.
Savings Bonds, and U.S. Treasuries. For international offices, the equivalent
shares in fixed income securities issued by the government of their respective
jurisdiction; however such securities are subject to the initial and annual
reporting requirements of sub-section D.

                                        9


<PAGE>

[MORGAN STANLEY LOGO]



         and the holding period restrictions contained in Section V, sub-section
         B. Exchange Traded Funds ("ETFs") and closed-end funds must be
         pre-cleared and are subject to all other reporting requirements.

4.       All Employees wishing to participate in an issuer's direct stock
         purchase plan or automatic dividend reinvestment plans must submit a
         memorandum to the Local Compliance Group stating the name and the
         amount to be invested in the plan. Any sale transactions from an
         automatic dividend reinvestment plan must be pre-cleared. Purchases
         under an issuer's direct stock purchase plan or automatic dividend
         reinvestment plan are exempt from the restrictions contained in this
         Section V, sub-sections B.1., B.7a-d. and B.8. and the pre-clearance
         requirement but are subject to the reporting requirements.

5.       Transactions in Morgan Stanley and Van Kampen mutual funds within the
         Morgan Stanley 401(k) Plan(4) are exempt from the pre-clearance
         requirement of Section V. sub-section A, but are subject to the
         initial, quarterly and annual reporting requirements of Section VI. and
         the holding period restrictions contained in Section V, sub-section B.

6.       Employees may maintain fully discretionary managed accounts provided
         that each of the following conditions are met: (i) the investment
         program is offered by Morgan Stanley; (ii) the portfolio manager's
         strategy/investment discipline/investment program offered/utilized is
         the same for both Employee and non-Employee client accounts; (iii)
         written permission is obtained from the Director of Compliance and the
         Chief Investment Officer (or their designees) prior to opening a fully
         discretionary account; (iv) written certification is obtained stating
         that there will be no communication between the portfolio manager and
         the Employee with regard to investment decisions prior to execution;
         and (v) Employee accounts will be treated no differently from
         non-Employee accounts. The Employee must designate duplicate copies of
         trade confirmations and statements to be sent to the Compliance
         Department. To the extent that an Employee directs trades for tax
         purposes, that Employee shall obtain pre-clearance for each transaction
         from his/her Local Compliance Group.


D.       Pre-Clearance Requirement

         1.    Personal Securities Transactions

               (a)      From Whom Obtained


- ----------
(4) This includes Morgan Stanley Retirement Plans that are equivalent to 401(k)
Plans in jurisdictions outside the United States.

                                       10


<PAGE>
[MORGAN STANLEY LOGO]

                        All Employees are required to obtain pre-clearance of
                        Personal Securities Transactions in Covered Securities.
                        Employees must complete the required Form, as described
                        below, and submit it to the Compliance Department for
                        approval.

                        A copy of the Personal Securities Transaction Approval
                        Form, which may be revised from time to time, is
                        attached as EXHIBIT B.

               (b)      Personal Securities Transaction Approval Process

                        Pre-clearance must be obtained by completing and signing
                        the Personal Securities Transaction Approval Form and
                        obtaining the proper pre-clearance signatures. The
                        Approval Form must also indicate, as applicable, the
                        name of the individual's financial advisor, the branch
                        office numbers, as well as other required information.

                        If an Employee has more than one Covered Account, the
                        Employee must indicate for which Covered Account the
                        trade is intended on the Personal Securities Transaction
                        Approval Form. Employees are required to have duplicate
                        copies of their trade confirmations and Covered Account
                        statements (which can be electronically transmitted)
                        sent to the Local Compliance Group for each Covered
                        Account the Employee has, or as a result of the
                        transaction acquires, any direct or indirect beneficial
                        ownership (as defined in sub-section E.3. below).

                        Employees are required to: (i) confirm that no open
                        orders exist in the same or related security with the
                        appropriate trading desk(s) (as determined by the Local
                        Compliance Group); and (ii) have the transaction
                        approved by the Local Compliance Group.

                        Portfolio managers and research analysts (or persons
                        reporting to portfolio managers or research analysts) of
                        Investment Management seeking pre-clearance for a
                        Personal Securities Transaction must obtain an
                        additional signature from a designated Senior Portfolio
                        Manager (prior to pre-clearance from the Local
                        Compliance Group). Trading desk personnel at any Covered
                        Company seeking pre-clearance for a Personal Securities
                        Transaction must obtain an additional signature from
                        their immediate supervisor prior to pre-clearance from
                        the Local Compliance Group.

               (c)      Filing and Approval

                                       11


<PAGE>




[MORGAN STANLEY LOGO]



                        After all required signatures are obtained, the Personal
                        Securities Transaction Approval Form must be filed with
                        the Local Compliance Group. The Employee should retain a
                        copy for his/her records.

                        Compliance will act on the request and notify the
                        Employee whether the request has been approved or
                        denied. If pre-clearance of a request is approved, it is
                        effective only for a transaction completed prior to the
                        close of business on the day of approval. Any
                        transaction not completed will require a new approval.

                        Each Local Compliance Group has implemented procedures
                        reasonably designed to monitor purchases and sales
                        effected pursuant to these pre-clearance procedures.

         2.    Factors Considered in Pre-Clearance of Personal Securities
               Transactions

               In reviewing any Personal Securities Transaction for
               pre-clearance, the following factors, among others, will
               generally be considered:

               o        Whether the amount or the nature of the transaction, or
                        the Employee making it, is likely to affect the price or
                        market of security that is held by a Fund or a Managed
                        Account Client.
               o        Whether the purchase or sale transaction of the Covered
                        Security by the Employee: (i) is being considered for
                        purchase or sale by a Fund or a Managed Account; or (ii)
                        is being purchased or sold by a Fund or a Managed
                        Account Client.
               o        Whether the individual making the proposed purchase or
                        sale is likely to benefit from purchases or sales being
                        made or considered on behalf of any Fund or a Managed
                        Account Client.
               o        Whether the transaction is non-volitional on the part of
                        the Employee.
               o        Whether the transaction is conducted in a manner that is
                        consistent with the Code to avoid any appearance of
                        impropriety.

               In addition to the requirements set forth in the Code, the Local
               Compliance Group and/or, if applicable, designated Senior
               Portfolio Manager/immediate trading room supervisor (as
               appropriate), in keeping with the general principles and
               objectives of the Code, may refuse to grant pre-clearance of a
               Personal Securities Transaction in their sole discretion without
               being required to specify any reason for the refusal.

                                       12


<PAGE>
[MORGAN STANLEY LOGO]



E.       Permitted Brokerage Accounts and Accounts Holding Morgan Stanley/Van
         Kampen Funds

         1.    Brokerage Accounts

               All securities transactions must be made through a Morgan Stanley
               brokerage account(5). No other brokerage accounts, including
               mutual fund accounts with brokerage capabilities, are permitted
               unless special permission is obtained from the Local Compliance
               Group. If an Employee maintains an account(s) outside of Morgan
               Stanley, that Employee must transfer his/her account(s) to a
               Morgan Stanley brokerage account as soon as practical (generally
               within 30 days). Failure to do so will be considered a
               significant violation of the Code. In the event permission to
               maintain an outside brokerage account is granted by the Local
               Compliance Group, it is the responsibility of the Employee to
               arrange for duplicate confirmations of all securities
               transactions and brokerage statements to be sent to the Local
               Compliance Group.

               Prior to opening a Morgan Stanley brokerage account, Employees
               must obtain approval from their Local Compliance Group. No
               Employee may open a brokerage account unless a completed and
               signed copy of a Morgan Stanley Employee Account Request Form
               attached as EXHIBIT C is submitted to the Local Compliance Group
               for approval. Employees are responsible for reporting their
               Morgan Stanley account number to the Local Compliance Group.

         2.    Accounts Holding Affiliated Mutual Funds

               The opening of an account for purchase of Affiliated Mutual Funds
               (other than participation in the Morgan Stanley 401(k) Plan) must
               be pre-approved by the Local Compliance Group. Duplicate
               confirmations of all transactions and statements must be sent to
               the Local Compliance Group. (See EXHIBIT C).

         3.    Accounts Covered

               An Employee must obtain pre-clearance for any Personal Securities
               Transaction if such Employee has, or as a result of the
               transaction acquires, any direct or indirect beneficial ownership
               in the security.

               The term "beneficial ownership" shall be interpreted with
               reference to the definition contained in the provisions of
               Section 16 of the Securities

- ----------
(5) Morgan Stanley brokerage account shall mean an account with an affiliated
Morgan Stanley broker in the Employee's local jurisdiction.

                                       13


<PAGE>

[MORGAN STANLEY LOGO]


               Exchange Act of 1934. Generally, a person is regarded as having
               beneficial ownership of securities held in the name of:

               (a)      the individual; or

               (b)      a husband, wife or a minor child; or

               (c)      a relative sharing the same house; or

               (d)      other person if the Employee: (i) obtains benefits
                        substantially equivalent to ownership of the securities;
                        (ii) can obtain ownership of the securities immediately
                        or at some future time; or (iii) can have investment
                        discretion or otherwise can exercise control.


               The following circumstances constitute Beneficial Ownership by an
               Employee of securities held by a trust:

               (a)      Ownership of securities as a trustee where either the
                        Employee or members of the Employee's immediate family
                        have a vested interest in the principal or income of the
                        trust.

               (b)      Estate or trust accounts in which the Employee has the
                        power to effect investment decisions, unless a specific
                        exemption is granted.

               (c)      Any Employee who is a settlor of a trust is required to
                        comply with all the provisions of the Code, unless
                        special exemption in advance is granted by the Local
                        Compliance Group and: (i) the Employee does not have any
                        direct or indirect beneficial interest in the trust;
                        (ii) the Employee does not have the direct or indirect
                        power to effect investment decisions for the trust, and
                        (iii) the consent of all the beneficiaries is required
                        in order for the Employee to revoke the trust.


               It is the responsibility of the Employee to arrange for duplicate
               confirmations of all securities transactions and statements to be
               sent to the Local Compliance Group. The final determination of
               beneficial ownership is a question to be determined in light of
               the facts of each particular case. If there are any questions as
               to beneficial ownership, please contact your Local Compliance
               Group.

         4.    Accounts Exempt from Pre-approval Requirement

               Pre-approval is not required for any account where the Employee
               does not have direct or indirect beneficial ownership. In case of
               doubt as to whether

                                       14


<PAGE>




[MORGAN STANLEY LOGO]



               an account is a Covered Account, Employees must consult with
               their Local Compliance Group.

VI.      Reporting Requirements

         A.    Report of Transactions

               Employees are subject to several reporting requirements including
               an Initial Listing of Securities Holdings and Accounts when an
               Employee commences employment with Investment Management,
               Quarterly Securities Transactions and New Accounts Reports and an
               Annual Listing of Securities Holdings Report and Certification of
               Compliance. It is the responsibility of Employees to submit their
               reports in a timely manner. Compliance will notify Employees of
               their Quarterly and Annual Reporting obligations under the Code.

               1.       Initial Listing of Securities Holdings and Brokerage and
                        Morgan Stanley/Van Kampen Mutual Fund Accounts Report

                        When an Employee begins employment with Investment
                        Management he or she must provide an Initial Listing of
                        Securities Holdings and Brokerage Accounts Report to
                        their Local Compliance Group disclosing: (i) all Covered
                        Securities, including Affiliated Mutual Funds, and
                        private placement securities beneficially owned by the
                        Employee, listing the title of the security, number of
                        shares held, and principal amount of the security; (ii)
                        the name of the broker, dealer, bank or financial
                        institution where the Employee maintains a personal
                        account; and (iii) the date the report is submitted by
                        the Employee.

               2.       Quarterly Securities Transactions and New Brokerage
                        and Morgan Stanley/Van Kampen Mutual Fund Accounts
                        Reports

                        Quarterly Securities Transactions and New Brokerage and
                        Mutual Fund Accounts Reports must be submitted by
                        Employees within 10 calendar days after the end of each
                        calendar quarter. Any new brokerage account, any account
                        opened for the purchase of Morgan Stanley/Van Kampen
                        mutual funds, or any mutual fund account(s) with
                        brokerage capabilities opened during the quarter without
                        their Local Compliance Group's prior approval must also
                        be reported within 10 calendar days after the end of
                        each calendar quarter. (See EXHIBIT E.)

                        (a)   All Personal Securities Transactions in Covered
                              Securities, and all securities transactions in
                              Morgan Stanley/Van Kampen open-end mutual funds
                              must be reported in the next quarterly transaction
                              report after the transaction is effected. Please
                              note exceptions to

                                       15


<PAGE>




[MORGAN STANLEY LOGO]



                              this in sub-section (b) below. The quarterly
                              report shall contain the following information:

                              (i)     The date of the transaction, the title,
                                      interest rate and maturity date (if
                                      applicable), number of shares and
                                      principal amount of each security
                                      involved;

                              (ii)    The nature of the transaction (i.e.,
                                      purchase, sale, or any other type of
                                      acquisition or disposition);

                              (iii)   The price at which the purchase or sale
                                      was effected;

                              (iv)    The name of the broker, dealer, bank or
                                      other financial institution with, or
                                      through which, the purchase or sale was
                                      effected; and

                              (v)     The date the report was submitted to the
                                      Local Compliance Group by such person.


                              In addition, any new brokerage account, any
                              account opened for the purchase of Morgan
                              Stanley/Van Kampen mutual funds, or any mutual
                              fund account with brokerage capabilities opened
                              during the quarter without approval from the Local
                              Compliance Group must be reported. The report must
                              contain the following information:

                              (i)     The name of the broker, dealer, bank or
                                      other financial institution with whom the
                                      account was established; and

                              (ii)    The date the account was established.


                        (b)   Exemption from Filing Quarterly Report - An
                              Employee need not make a quarterly transaction
                              report if he/she: (i) maintains only a Morgan
                              Stanley brokerage account, Morgan Stanley/Van
                              Kampen direct account for the purchase of mutual
                              funds and/or Morgan Stanley 401(k) Plan and the
                              report would duplicate information contained in
                              the trade confirms, system generated reports or
                              account statements received by the Local
                              Compliance Group. In addition, the Employee must
                              not have opened any new brokerage accounts or
                              mutual fund accounts without obtaining approval
                              from their Local Compliance Group during the
                              quarter.

                                       16


<PAGE>


[MORGAN STANLEY LOGO]



         3.    Annual Listing of Securities Holdings Reports and Certification
               of Compliance

               The Annual Listing of Securities Holdings Report and
               Certification of Compliance requires all Employees to provide an
               annual listing of holdings of: (i) all Covered Securities
               beneficially owned and all Morgan Stanley/Van Kampen open-end
               mutual funds (excluding money market accounts), listing the title
               of the security, number of shares held, and principal amount of
               the security as of December 31 of the preceding year, (ii) the
               name of any broker, dealer, bank or financial institution where
               the account(s) in which these Covered Securities were maintained,
               as of December 31 of the preceding year; and (iii) the date the
               report is submitted. This report must be provided no later than
               30 calendar days after December 31 each year. In the case of
               Employees maintaining a Morgan Stanley brokerage
               account(s),Morgan Stanley/Van Kampen open-end mutual funds,
               and/or Morgan Stanley 401(k) Plan for which trade confirms,
               system generated reports or account statements are already
               received on a quarterly basis by the Local Compliance Group, an
               annual certification (Certification of Compliance) that the
               holdings information already provided to the Local Compliance
               Group accurately reflects all such holdings will satisfy the
               aforementioned requirement.

B.       Form of Reporting

         The Initial Listing of Securities Holdings and Brokerage Accounts
         Report, Quarterly Securities Transactions and New Brokerage Accounts
         Reports, and the Annual Listing of Securities Holdings Report and
         Certification of Compliance must be completed on the appropriate forms,
         attached as EXHIBITS D, E, AND F respectively, which would be provided
         by each Local Compliance Group. By not submitting a quarterly
         transaction report form, an Employee will be deemed to have represented
         that such person has: (i) executed reportable transactions only in
         accounts listed with the Local Compliance Group; or (ii) only traded
         securities exempt from the reporting requirements. Copies of the
         Initial Listing of Securities Holdings Report and Brokerage and Mutual
         Fund Accounts Report, Quarterly Securities Transactions and New
         Brokerage and Mutual Fund Accounts Reports, and the Annual Listing of
         Securities Holdings Report and Certification of Compliance, which may
         be revised from time to time, are attached as EXHIBITS D, E, AND F,
         respectively.

                                       17


<PAGE>

[MORGAN STANLEY LOGO]



C.       Responsibility to Report

         The responsibility for reporting is imposed on each Employee required
         to make a report. Any effort by a Covered Company to facilitate the
         reporting process does not change or alter that individual's
         responsibility.

D.       Leave of Absence

         Employees on leave of absence may not be subject to the pre-clearance
         and reporting provisions of the Code, provided that, during their leave
         period, they: (i) do not participate in, obtain information with
         respect to, make recommendations as to, or make the purchase and sale
         of securities on behalf of a Fund or a Managed Account Client; and (ii)
         do not have access to information regarding the day-to-day investment
         activities of Investment Management.

E.       Where to File Report

         All reports must be filed by Employees with their Local Compliance
         Group.

F.       Responsibility to Review

         Each Local Compliance Group will review all Initial Listing of
         Securities Holdings and Brokerage and Mutual Fund Accounts Reports,
         Quarterly Securities Transactions and New Brokerage and Morgan
         Stanley/Van Kampen Mutual Fund Accounts Reports, and Annual Listing of
         Securities Holdings Reports and Certification of Compliance, filed by
         Employees, as well as broker confirmations, system generated reports,
         and account statements.


                                       18


<PAGE>
[MORGAN STANLEY LOGO]



VII.     Code of Ethics Review Committee

         A Code of Ethics Review Committee, consisting of the President/Chief
         Operating Officer, Chief Investment Officer, Chief Legal Officer, Chief
         Compliance Officer and the Chief Administrative Officer -- Investments,
         of Morgan Stanley Investment Management or their designees will review
         and consider any proper request of an Employee for relief or exemption
         from any restriction, limitation or procedure contained herein
         consistent with the principles and objectives outlined in this Code.
         The Committee shall meet on an ad hoc basis, as it deems necessary,
         upon written request by an Employee stating the basis for the requested
         relief. The Committee's decision is within its sole discretion.

VIII.    Service as a Director and Outside Business Activities

         A.    Approval to Serve as a Director

               No Employee may serve on the board of any company without prior
               approval of the Code of Ethics Review Committee. If such approval
               is granted, it will be subject to the implementation of
               information barrier procedures to isolate any such person from
               making investment decisions for Funds or Managed Accounts
               concerning the company in question.

         B.    Approval to Engage in Outside Business Activities

               No Employee may engage in any outside business activities without
               prior approval of the Code of Ethics Review Committee. If such
               approval is granted, it is the responsibility of the Employee to
               notify Compliance immediately if any conflict or potential
               conflict of interest arises in the course of such activity.

         C.    Approval Process

               A copy of a Form for approval to serve as a Director and to
               engage in Outside Business Activities is attached as EXHIBIT G.
               This form should be completed and submitted to Compliance for
               processing.

IX.      Gifts

         No Employee shall accept directly or indirectly anything of value,
         including gifts and gratuities, in excess of $100 per year from any
         person or entity that does business with any Fund or Managed Account,
         not including occasional meals or tickets to theater or sporting events
         or other similar entertainment. Client entertainment expenses generally
         are not considered gifts if: (i) Firm personnel are present; (ii) a
         Firm client is present; and (iii) the entertainment is not so regular
         or frequent that it creates the appearance of impropriety.

                                       19


<PAGE>

[MORGAN STANLEY LOGO]




X.       Sanctions

         Upon discovering a violation of this Code, Investment Management may
         impose such sanctions as they deem appropriate, including a reprimand
         (orally or in writing), demotion, suspension or termination of
         employment and/or other possible sanctions. The President/Chief
         Operating Officer of Investment Management and the Chief Legal Officer
         or Chief Compliance Officer together, are authorized to determine the
         choice of sanctions to be imposed in specific cases, including
         termination of employment.

XI.      Employee Certification

         Employees are required to sign a copy of this Code indicating their
         understanding of, and their agreement to abide by the terms of this
         Code.

         In addition, Employees will be required to certify annually that: (i)
         they have read and understand the terms of this Code and recognize the
         responsibilities and obligations incurred by their being subject to
         this Code; and (ii) they are in compliance with the requirements of
         this Code, including but not limited to the reporting of all brokerage
         accounts, and the pre-clearance of all non-exempt Personal Securities
         Transactions in accordance with this Code.

                                       20


<PAGE>




[MORGAN STANLEY LOGO]


                                                                      SCHEDULE A

MORGAN STANLEY INVESTMENT ADVISORS INC.
MORGAN STANLEY INVESTMENT MANAGEMENT INC.
MORGAN STANLEY INVESTMENT MANAGEMENT LIMITED
MORGAN STANLEY INVESTMENT MANAGEMENT COMPANY
MORGAN STANLEY ASSET & INVESTMENT TRUST
         MANAGEMENT CO., LIMITED
MORGAN STANLEY INVESTMENT MANAGEMENT
         PRIVATE LIMITED
MORGAN STANLEY ALTERNATIVE INVESTMENT PARTNERS LP
MORGAN STANLEY AIP GP LP
MORGAN STANLEY HEDGE FUND PARTNERS GP LP
MORGAN STANLEY HEDGE FUND PARTNERS LP
MORGAN STANLEY SERVICES COMPANY INC.
MORGAN STANLEY DISTRIBUTORS INC.
MORGAN STANLEY DISTRIBUTION INC.
MORGAN STANLEY & CO. INCORPORATED
VAN KAMPEN ASSET MANAGEMENT
VAN KAMPEN ADVISORS INC.
VAN KAMPEN INVESTMENTS, INC.
VAN KAMPEN FUNDS INC.
VAN KAMPEN TRUST COMPANY
VAN KAMPEN INVESTOR SERVICES INC.



                                       21

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.(17)(B)
<SEQUENCE>20
<FILENAME>c94416a1exv99wx17yxby.txt
<DESCRIPTION>CODE OF ETHICS OF THE VAN KAMPEN FUNDS
<TEXT>
<PAGE>
                                                                   EXHIBIT 17(b)


CODE OF ETHICS

I. INTRODUCTION

         Each of the Van Kampen Open-End Funds currently offering shares to the
public, each Van Kampen Unit Investment Trust ("UIT") currently offering units
to the public, and each Van Kampen Closed-End Fund (each a "Fund" and
collectively the "Funds"), Van Kampen Asset Management Inc. ("Asset
Management"), Van Kampen Investment Advisory Corp. ("Advisory Corp."), Van
Kampen Advisors Inc. ("Advisors Inc."), and Van Kampen Management Inc.
("Management Inc.") (each of Asset Management, Advisory Corp., Advisors Inc. and
Management Inc. are sometimes referred herein as the "Adviser" or collectively
as the "Advisers") and Van Kampen Funds Inc. (the "Distributor") (the Advisers
and the Distributor are collectively referred to as "Van Kampen") has adopted
this Code of Ethics. The Advisers are fiduciaries that provide investment
advisory services to the Funds and private investment management accounts, and
the Distributor acts as the principal underwriter for the Funds and the sponsor
of Funds that are UITs, as the case may be.

I. GENERAL PRINCIPLES

         A.    Shareholder and Client Interests Come First

               Every trustee/director, officer and employee of a Fund and every
               director, officer and employee of Van Kampen owes a fiduciary
               duty to the investment account and the respective investors of
               such Fund or private investment management account (collectively,
               the "Clients"). This means that in every decision relating to
               investments, such persons must recognize the needs and interests
               of the Client and be certain that at all times the Clients'
               interests are placed ahead of any personal interest of such
               person.

         B.    Avoid Actual and Potential Conflicts of Interest

               The restrictions and requirements of this Code are designed to
               prevent behavior that conflicts, potentially conflicts or raises
               the appearance of an actual or potential conflict with the
               interests of Clients. It is of the utmost importance that the
               personal securities transactions of trustee/directors, officers
               and employees of a Fund and directors, officers and employees of
               Van Kampen be conducted in a manner consistent with both the
               letter and spirit of





                                       1
<PAGE>
               the Code, including these principles, to avoid any actual or
               potential conflict of interest or any abuse of such person's
               position of trust and responsibility.


         C.    Avoiding Personal Benefit

               1.  Trustee/directors, officers and employees of the Funds and
                   directors, officers and employees of Van Kampen should ensure
                   that they do not acquire personal benefit or advantage as a
                   result of the performance of their normal duties as they
                   relate to Clients. Consistent with the principle that the
                   interests of Clients must always come first is the
                   fundamental standard that personal advantage deriving from
                   management of Clients' money is to be avoided.

II. OBJECTIVE

         Section 17(j) of the Investment Company Act of 1940, as amended (the
"Investment Company Act"), makes it unlawful for certain persons associated with
investment companies to engage in conduct which is deceitful, fraudulent or
manipulative, or which involves false or misleading statements, in connection
with the purchase or sale of a security held or proposed to be acquired by an
investment company. In addition, Section 204A of the Investment Advisers Act of
1940, as amended (the "Investment Advisers Act"), requires investment advisers
to establish, maintain and enforce written policies and procedures designed to
prevent misuse of material non-public information. The objective of this Code
is to require trustee/directors, officers and employees of the Funds and
directors, officers and employees of Van Kampen to conduct themselves in
accordance with the general principles set forth above, as well as to prevent
trustee/directors, officers and employees of the Funds or the Distributor from
engaging in conduct prohibited by the Investment Company Act and directors,
officers and employees of the Advisers from engaging in conduct prohibited by
the Investment Company Act and the Investment Advisers Act.

III. DEFINITIONS

         A.    "Access Person," means (i) with respect to the Van Kampen
               Open-End and Closed-End Funds, (a) any trustee/director or
               officer of a Fund, (b) any director or officer of a Fund's
               Adviser, (c) any employee of a Fund or the Fund's Adviser (or any
               company in a control relationship to the Fund or Adviser) who, in
               connection with such person's regular functions or duties, makes,
               participates





                                       2
<PAGE>

               in, or obtains information regarding the purchase or sale of a
               Covered Security by a Client, or whose functions relate to the
               making of any recommendations with respect to such purchases or
               sales; (d) any natural person in a control relationship to the
               Fund or the Fund's Adviser who obtains information concerning
               recommendations made to a Client with regard to the purchase or
               sale of a Covered Security by such Client, and (e) any director
               or officer of the Distributor, who, in the ordinary course of
               business, makes, participates in or obtains information
               regarding, the purchase or sale of a Covered Security by a Client
               for which it acts as principal underwriter, or whose functions
               relate to the making of any recommendations with respect to such
               purchases or sales and (ii) with respect to UITs, (a) any
               officer, director or employee of the Distributor, when the
               Distributor is acting as the sponsor of a Fund that is a UIT,
               who, in connection with such person's regular functions or
               duties, makes, participates in, or obtains information regarding
               the purchase or sale of a Covered Security by a Client or whose
               functions relate to the making of any recommendations with
               respect to the composition of the Fund; and (b) and natural
               person in a control relationship to the Distributor who obtains
               information concerning recommendations made to a Client with
               regard to the purchase or sale of a Covered Security by such
               Client or the composition of the Fund.

         B.    "Beneficial Ownership" is interpreted in the same manner as it is
               under Rule 16a-1(a)(2) of the Securities Exchange Act of 1934, as
               amended (the "Exchange Act"), in determining whether a person is
               the beneficial owner of a security for purposes of Section 16 of
               the 1934 Act and the rules and regulations thereunder, which
               includes "any person who, directly or indirectly, through any
               contract, arrangement, understanding, relationship or otherwise,
               has or shares a direct or indirect pecuniary interest in" a
               security. The term "pecuniary interest" is further defined to
               mean "the opportunity, directly or indirectly, to profit or share
               in any profit derived from a transaction in the subject
               securities." "Beneficial ownership" includes (i) securities held
               by members of a person's immediate family sharing the same
               household and includes any child, stepchild, grandchild, parent,
               stepparent, grandparent, spouse, sibling, mother-in-law,
               father-in-law, son-in-law, daughter-in-law, brother-in-law, or
               sister-in-law" and includes adoptive relationships and (ii) a
               right to acquire securities through the exercise or conversion of
               any derivative security, whether or not presently exercisable.





                                       3
<PAGE>

               Any report required to be made by this Code may contain a
               statement that the report shall not be construed as an admission
               by the person making such report that he has any direct or
               indirect Beneficial Ownership in the security to which the report
               relates.

         C.    "Board of Directors/Trustees" means the directors/trustees of
               each Fund, or with respect to a Fund that is a UIT, the Fund's
               principal underwriter or sponsor.

         D.    "Chief Compliance Officer" is the individual set forth in Exhibit
               A.

         E.    "Client" means each Fund and each private management account or
               investment account over which Van Kampen exercises investment
               discretion.

         F.    "Code of Ethics Review Committee" consists of the individuals set
               forth in Exhibit A.

         G.    "Control" has the same meaning as in Section 2(a)(9) of the
               Investment Company Act.

         H.    "Covered Security" refers not only to the instruments set forth
               in Section 2(a)(36) of the Investment Company Act but to any
               instrument into which such instrument may be converted or
               exchanged, any warrant of any issuer that has issued the
               instrument and any option written relating to such instrument,
               provided, however, that it does not include: (a) any direct
               obligation of the United States Government, (b) banker's
               acceptances, bank certificates of deposit, commercial paper and
               high quality short- term debt instruments, including repurchase
               agreements, and (c) shares issued by any open-end investment
               companies registered under the Investment Company Act.

         I.    "Disinterested Trustee/Director" means a trustee or director of a
               Fund who is not an "interested person" of such Fund within the
               meaning of Section 2(a)(19) of the Investment Company Act.

         J.    "Employee Account" means any brokerage account or unit investment
               trust account in which the Van Kampen Employee has any direct or
               indirect beneficial ownership.

         K.    "General Counsel" is the individual set forth in Exhibit A.




                                       4
<PAGE>


         L.    "Initial Public Offering" means an offering of securities
               registered under the Securities Act of 1933, as amended (the
               "Securities Act"), the issuer of which, immediately before the
               registration, was not subject to the reporting requirements of
               sections 13 or 15(d) of the Securities Exchange Act of 1934, as
               amended (the "Exchange Act").

         M.    "Limited Offering" is an offering that is exempt from
               registration under the Securities Act pursuant to Section 4(2) or
               Section 4(6) of the Securities Act or pursuant to Rule 504, Rule
               505 or Rule 506 under the Securities Act.

         N.    "Portfolio Manager" means any person who exercises investment
               discretion on behalf of an Adviser for a Client, including those
               persons who are involved in determining, or have knowledge
               concerning, the composition of the portfolios of Funds that are
               UITs prior to deposit.

         O.    "Van Kampen Employee" includes any director, officer or employee
               of Van Kampen.

IV. STANDARDS OF CONDUCT FOR PERSONAL SECURITIES TRANSACTIONS

         A.    Van Kampen Employee Brokerage Accounts

               1.  All brokerage accounts of Van Kampen Employees must be
                   maintained through Morgan Stanley Dean Witter ("MSDW") and/or
                   Morgan Stanley Dean Witter Online ("MSDWO"). No other
                   brokerage accounts are permitted unless permission is granted
                   by the Chief Compliance Officer or General Counsel.

                   If any Van Kampen Employee maintains accounts outside MSDW or
                   MSDWO, such person must transfer such accounts to a MSDW
                   branch or MSDWO as soon as practicable from their date of
                   hire. If the transfer is not completed within 120 days, no
                   trading will be permitted in the account.

                   a)   Each Van Kampen Employee must identify and disclose on
                        his or her date of hire to the appropriate person in the
                        compliance department as set forth in Exhibit A, in
                        writing, of their MSDW and MSDWO brokerage accounts, or,
                        if applicable, their outside





                                       5
<PAGE>

                        brokerage accounts. The Van Kampen compliance department
                        shall direct, and the employee shall consent in writing
                        to such direction, the brokerage firm to provide
                        duplicate confirmations and account statements to the
                        Van Kampen compliance department.

                        (1)  Van Kampen Employees shall obtain written consent
                             from the appropriate person in the Van Kampen
                             compliance department as set forth in Exhibit A
                             before opening a brokerage account.

         B.    Pre-Clearance

               1.  Except as set forth below, all Van Kampen Employees must pre-
                   clear purchases or sales of Covered Securities in their
                   Employee Accounts with the appropriate person in the Van
                   Kampen compliance department as set forth in Exhibit A.

               2.  Exceptions from the Pre-Clearance Requirement

                   a)   Persons otherwise subject to pre-clearance are not
                        required to pre- clear the acquisition of the following
                        Covered Securities:

                       (1)  Covered Securities acquired through automatic
                            reinvestment plans.

                       (2)  Covered Securities acquired through employee
                            purchase plans.

                       (3)  Covered Securities acquired through the exercise of
                            rights issued by an issuer pro- rata to all holders
                            of a class of its securities, to the extent such
                            rights were acquired from such issuer, and sales of
                            such rights so acquired.

                       (4)  A purchase or sale of Covered Securities which is
                            non-volitional on the part of the Employee (for
                            example, a purchase or sale effected by an
                            investment manager for a pension or retirement





                                       6
<PAGE>

                             plan, other than an individual retirement account,
                             in which an Employee is a beneficiary).(3)

                        (5)  Morgan Stanley Dean Witter & Co. common stock
                             (including exercise of stock option grants),

                             (a)  The restrictions imposed by Morgan Stanley
                                  Dean Witter & Co. on senior management and
                                  other persons in connection with transactions
                                  in such stock are not affected by this
                                  exemption. (b) Transactions by Access Persons
                                  in Morgan Stanley Dean Witter & Co. common
                                  stock remain subject to the initial, quarterly
                                  and annual reporting requirements of Part V(D)
                                  of the Code.

                        (6)  Units in unit investment trusts. Transactions by
                             Access Persons in units of unit investment trusts
                             remain subject to the initial, quarterly and annual
                             reporting requirements of Part V(D) of the Code.



         3.    Pre-cleared securities transactions must be effected on a timely
               basis.

               a)  All approved Covered Securities transactions must take place
                   between the hours of 9:30 a.m. and 4:00 p.m. (New York time).
                   Trading after hours is prohibited. If the transaction is not
                   completed between 9:30 a.m. and 4:00 p.m. on the date of
                   pre-clearance, a new pre-clearance must be obtained.

               b)  Purchases through an issuer direct purchase plan must be pre-
                   cleared on the date the purchaser writes the check to the
                   issuer's agent.

                   (1)  Authorization for purchases through an issuer direct
                        purchase plan are effective until the issuer's agent
                        purchases the Covered Securities.







                                       7
<PAGE>

               4.  Pre-Clearance Procedure

                   a)   Van Kampen Employees shall pre- clear their transactions
                        by submitting a Trade Authorization Form (a copy of
                        which is attached as Exhibit B) to the appropriate
                        persons in the compliance department as set forth in
                        Exhibit A.

                        (1)  The compliance department shall pre- clear the
                             purchase or sale of a Covered Security if the
                             transaction does not violate the Code.

                             (a)  The compliance department shall verify that
                                  the transaction is in compliance with the
                                  Code.

                             (b)  The compliance department shall sign the Trade
                                  Authorization Form.

                             (c)  The compliance department shall communicate
                                  authorization of the trade to the Van Kampen
                                  Employee.

                             (d)  The time at which the trade authorization is
                                  communicated to the Van Kampen Employee shall
                                  be documented on the Trade Authorization Form
                                  by the Legal and Compliance Department.

                             (e)  The compliance department shall maintain the
                                  originally executed Trade Authorization Form.
                                  A copy of the executed Trade Authorization
                                  Form will be forwarded to the Van Kampen
                                  Employee.

                             (f)  The compliance department shall review all Van
                                  Kampen Employee duplicate confirmations and
                                  statements to verify that all personal
                                  transactions in Covered Securities have been
                                  properly pre-cleared.






                                       8
<PAGE>

               C.  Other Restrictions

                   1.   Van Kampen Employees shall not purchase or sell a
                        Covered Security on a day during which a Client, with
                        the exception of a UIT, has a pending purchase or sale
                        order in that same Covered Security, or with respect to
                        a UIT Client, on the initial date of deposit when the
                        UIT Client has a pending order in that same Covered
                        Security.

                   2.   Van Kampen Employee trades for which pre- clearance has
                        been obtained, including short sales and permissible
                        option trades, are subject to a 30- day holding period
                        from the trade date.

                   3.   Van Kampen Employees are prohibited from trading in
                        futures, options on futures, and forward contracts. Van
                        Kampen Employees may trade listed equity and index
                        options and equity warrants, however, there is a 30- day
                        holding period from the trade date. In addition, Van
                        Kampen Employees are also prohibited from trading in
                        warrants or options (with the exception of listed
                        warrants or options) on physical commodities and
                        currencies.

                   4.   Van Kampen Employees shall not enter into limit orders
                        that extend beyond one day.

                   5.   Van Kampen Employees shall not participate in an
                        investment club.

                   6.   Van Kampen Employees shall not purchase shares of an
                        investment company that is managed by Van Kampen if such
                        investment company is not generally available to the
                        public.

                   7.   Van Kampen Employees shall not purchase shares of an
                        open end investment company that is managed by Van
                        Kampen if as a result of such purchase the Van Kampen
                        Employee shall own 1% or more of the assets of such
                        investment company.

                   8.   Van Kampen Employees are prohibited from the following
                        activities unless they have obtained prior written
                        approval from the Code of Ethics Review Committee:





                                       9
<PAGE>

                        a)   Van Kampen Employees may not purchase a Covered
                             Security in a private placement or any other
                             Limited Offering.

                        b)   Van Kampen Employees may not serve on the boards of
                             directors of a public or private company. Requests
                             to serve on the board of a religious, charitable or
                             educational organization as set forth in Section
                             503(c) of the IRS Code will generally be approved.

                   9.   Van Kampen Employees shall not purchase Covered
                        Securities during an initial or secondary public
                        offering.

                   10.  Annual Reporting:

                        a)   Van Kampen Employees shall furnish to the Chief
                             Compliance Officer an annual affirmation that
                             he/she has received, read and understood the Van
                             Kampen Code of Ethics.


               D.  Responsibilities of Access Persons

                   The following prohibitions and reporting obligations are
                   applicable to Access Persons.


                   1.   Access Persons, with the exception of a Disinterested
                        Trustee/Director, shall not sell a Covered Security
                        purchased within the previous 60 calendar days from the
                        trade date, except that a Covered Security held for at
                        least 30 days from the trade date may be sold at a loss
                        or no gain. Any profits realized on trades executed
                        within the 60-day holding period shall be disgorged to
                        the Client or a charitable organization as determined by
                        the Chief Compliance Officer.

                   2.   Initial/Annual Reporting: Within ten days after becoming
                        an Access Person and thereafter, annually at the end of
                        the calendar year, each Access Person must furnish a
                        report to the Chief Compliance Officer showing (i) the
                        date of the report, (ii) the title, number of shares and
                        principal amount of each Covered Security in which the
                        Access Person has direct or indirect Beneficial
                        Ownership on the date such person





                                       10
<PAGE>

                        become an Access Person (for initial reports) or as of a
                        date no more than 30 days prior to the date of the
                        report (for annual reports) and (iii) the name of any
                        broker, dealer or bank with an account holding any
                        securities for the direct or indirect benefit of the
                        Access Person as of the date such person became an
                        Access Person (for initial reports) or as of a date no
                        more than 30 days prior to the date of the report (for
                        annual reports).

                        a)   Exclusion: A Disinterested Trustee/Director who
                             would be required to make this report solely by
                             reason of being a Fund trustee/director is excluded
                             from the initial and annual reporting requirement
                             for Access Persons.

                   3.   Quarterly Reporting: On a calendar quarterly basis, each
                        Access Person must furnish a report to the Chief
                        Compliance Officer within ten days after the end of each
                        calendar quarter, on forms sent to the Access Person
                        each quarter:

                        a)   With respect to any transactions in Covered
                             Securities that the Employee has made in the
                             previous calendar quarter in which the Access
                             Person had direct or indirect Beneficial Ownership,
                             a report showing (i) the date of the report; (ii)
                             the date of the transaction, the title, the
                             interest rate and maturity date (if applicable),
                             the number of shares, and the principal amount of
                             each Covered Security involved; (iii) the nature of
                             the transaction (i.e., purchase, sale or any other
                             type of acquisition or disposition); (iv) the price
                             at which the transaction was effected; and (v) the
                             name of the broker, dealer or bank with or through
                             which the transaction was effected; and

                        b)   With respect to any account established by the
                             Access Person in which any securities were held
                             during the quarter for direct or indirect benefit
                             of the Access Person, a report showing (i) the date
                             of the report; (ii) the name of the broker, dealer
                             or bank with which established the account; and
                             (iii) the date the account was established.






                                       11
<PAGE>

                        c)   Exclusion: A Disinterested Trustee/Director who
                             would be required to make this report solely by
                             reason of being a Fund trustee/director is excluded
                             from the quarterly reporting requirement for Access
                             Persons unless the trustee/director knew or, in the
                             ordinary course of fulfilling his or her official
                             duties as a Fund trustee/director, should have
                             known that during the 15- day period immediately
                             before or after the trustee/director's transaction
                             in a Covered Security, the Fund purchased or sold
                             the Covered Security, or the Fund or its investment
                             adviser considered purchasing or selling the
                             Covered Security.

                        d)   Exclusion: An Access Person need not make a
                             quarterly transaction report if the report would
                             duplicate information contained in broker trade
                             confirmations or account statements received by the
                             Fund, the Adviser and the Distributor with respect
                             to the Access Person in the time period required
                             above if all of the information required by that
                             paragraph is contained in the broker trade
                             confirmations or account statements, or in the
                             records of the Fund, the Adviser and the
                             Distributor. An Access Person may rely on this
                             exclusion only if he/she (1) maintains a MSDW
                             and/or MSDWO account, or outside account for which
                             the Access Person has a written exception; and (2)
                             has not opened any new brokerage account during the
                             quarter.

               A.  Additional Responsibilities of Portfolio Managers

                   In addition to the requirements set forth above for Van
                   Kampen Employees and Access Persons, the following additional
                   requirements are applicable to Portfolio Managers.

                   1.   A Portfolio Manager, including individuals involved in
                        determining the composition of the portfolios of Funds
                        that are UITs or who have knowledge of a composition of
                        a UIT portfolio before deposit (a "UIT Portfolio
                        Manager"), may not buy or sell a Covered Security within
                        7 calendar days before or after any Client, over which
                        such Portfolio Manager exercises investment discretion,
                        trades in such Covered Security.






                                       12
<PAGE>

                   2.   A Portfolio Manager may not purchase shares of a
                        closed-end investment company over which such Portfolio
                        Manager exercises investment discretion.



               A.  Insiders

                   1.   Each Van Kampen Employee shall comply with all laws and
                        regulations, and prohibitions against insider trading.
                        Trading on or communicating material non-public
                        information, or "inside information," of any sort,
                        whether obtained in the course of research activities,
                        through a Client relationship or otherwise, is strictly
                        prohibited.

                   2.   Van Kampen Employees shall not disclose any non-public
                        information relating to a Client's account portfolio or
                        transactions or to the investment recommendations of Van
                        Kampen, nor shall any Van Kampen Employee disclose any
                        non-public information relating to the business or
                        operations of the members of Van Kampen, unless properly
                        authorized to do so by the Chief Compliance Officer or
                        General Counsel.

                   3.   No Van Kampen Employee who is required to file a
                        statement of ownership pursuant to Section 16 of the
                        Exchange Act may purchase or sell or sell and purchase a
                        company- sponsored closed-end investment company within
                        a six month period and realize a profit on such
                        transaction.

               B.  Exceptions

                   1.   Notwithstanding the foregoing, the Chief Compliance
                        Officer or his or her designee, in keeping with the
                        general principles and objectives of this Code, may
                        refuse to grant clearance of a personal transaction in
                        their sole discretion without being required to specify
                        any reason for the refusal.

                   2.   Upon proper request by a Van Kampen Employee, a Code of
                        Ethics Review Committee (the "Committee") will consider
                        for relief or exemption from any restriction, limitation
                        or procedure contained herein, which restriction,
                        limitation or procedure is claimed to cause a hardship
                        for such Van





                                       13
<PAGE>

                        Kampen Employee. The Chief Compliance Officer will in
                        his sole discretion determine whether the request is
                        appropriate for consideration by the Committee. The
                        Committee shall meet on an ad hoc basis, as deemed
                        necessary upon the Van Kampen Employee's written request
                        outlining the basis for his or her request for relief.
                        The decision regarding such relief or exemption is
                        within the sole discretion of the Committee.

I. ADMINISTRATION OF THE CODE

               A.  The administration of this Code shall be the responsibility
                   of the Chief Compliance Officer or his or her designee whose
                   duties shall include:

                   1.   Continuously maintaining a list of all current Access
                        Persons who are under a duty to make reports or
                        pre-clear transactions under this Code.

                   2.   Providing each such person with a copy of this Code and
                        informing them of their duties and obligations
                        hereunder.

                   3.   Reviewing all quarterly securities transactions and
                        holdings reports required to be filed pursuant to this
                        Code, and maintaining a record of such review, including
                        the name of the compliance personnel performing the
                        review.

                   4.   Reviewing all initial and annual securities position
                        reports required to be filed pursuant to this Code, and
                        maintaining a record of such review, including the name
                        of the compliance personnel performing the review.

                   5.   Preparing listings of all transactions effected by
                        persons subject to reporting requirements under the Code
                        and comparing all reported personal securities
                        transactions with completed portfolio transactions of
                        the Client to determine whether a violation of this Code
                        may have occurred.

                   6.   Conducting such inspections or investigations as shall
                        reasonably be required to detect and report any apparent
                        violations of this Code to any person or persons
                        appointed by Van Kampen to deal with such information
                        and to the Fund's Board of Directors/Trustees.




                                       14
<PAGE>

                   7.   Submitting a written report, no less frequently than
                        annually, to the Board of Directors/Trustees of each
                        Fund and sponsor of Funds that are UITs containing a
                        description of issues arising under the Code or
                        procedures since the last report, including, but not
                        limited to, material violations of the Code or
                        procedures and sanctions imposed in response to material
                        violations.

                   8.   Submitting a certification, no less frequently than
                        annually, to the Board of Directors/Trustees of each
                        Fund from the Fund, the respective Adviser and the
                        Distributor that it has adopted procedures reasonably
                        necessary to prevent Access Persons from violating the
                        Code.

II. RECORDS

         The Fund, the Advisers and the Distributor shall, at its principal
places of business, maintain records of the following:

               A.  A copy of any code of ethics adopted by such entity that is
                   and has been in effect during the past five years must be
                   maintained in an easily accessible place;

               B.  A copy of any record or report of any violation of the code
                   of ethics of such entity and any action taken thereon
                   maintained in an easily accessible place for at least five
                   years after the end of the fiscal year in which the violation
                   occurs;

               C.  A copy of each report made by an Access Person as required by
                   this Code, including any information provided in lieu of the
                   reports and all Trade Authorization Forms, must be maintained
                   for at least five years after the end of the fiscal year in
                   which the report is made or the information is provided, the
                   first two years in an easily accessible place;

               D.  A record of all persons, currently or within the past five
                   years, who are or were required to make reports under this
                   Code, or who are or were responsible for reviewing these
                   reports, must be maintained in an easily accessible place;
                   and

               E.  A copy of each written report required to be provided to the
                   Board of Directors/Trustees of each Fund containing a
                   description of issues arising under the Code or procedures
                   since the last report,




                                       15
<PAGE>

                   including, but not limited to, material violations of the
                   Code or procedures and sanctions imposed in response to
                   material violations must be maintained for at least five
                   years after the end of the fiscal year in which it is made,
                   the first two years in an easily accessible place.

               F.  A Fund or investment adviser must maintain a record of any
                   decision, and the reasons supporting the decision, to approve
                   the acquisition by an Access Person of securities in an
                   Initial Public Offering or in a Limited Offering.

               G.  A copy of any decision and reasons supporting such decision
                   to approve a pre-clearance transaction pursuant to this Code,
                   made within the past five years after the end of the fiscal
                   year in which such approval is granted.

I. SANCTIONS

         Upon discovering a violation of this Code, Van Kampen may impose such
sanctions as it deems appropriate, including, but not limited to, a reprimand
(orally or in writing), fine, demotion, and suspension or termination of
employment. The General Counsel of Van Kampen, in his sole discretion, is
authorized to determine the choice of sanctions to be imposed in specific cases,
including termination of employment of any Employee.

II. APPROVAL OF CODE OF ETHICS

               A.  Van Kampen shall provide to the Board of Directors/Trustees
                   of each Fund and sponsor of Funds that are UITs the
                   following:

                   1.   A copy of the Fund's Code, the Adviser's Code and the
                        Distributor's Code for such Board's review and approval.

                   2.   Promptly, a copy of any amendments to such Codes.

                   3.   Upon request, copies of any reports made pursuant to the
                        Code by any person as to an investment company client.

                   4.   Immediately, without request by an investment company
                        client, all material information regarding any violation
                        of the Code by any person as to such investment company
                        client.







                                       16
<PAGE>

                   5.   Certification, no less frequently than annually, to the
                        Board of Directors/Trustees of each Fund from the Fund,
                        the respective Adviser and the Distributor that it has
                        adopted procedures reasonably necessary to prevent
                        Access Persons from violating the Code.

               B.  Prior to adopting this Code, the Board of Trustees/Directors
                   of each Fund, including a majority of Disinterested
                   Trustee/Directors, if applicable, reviewed and approved this
                   Code with respect to the Fund, each adviser of the Fund and
                   the Distributor of the Fund, including all procedures or
                   provisions related to the enforcement of this Code. The Board
                   based its approval of this Code on, among other things, (i)
                   certifications from the Fund, the respective Adviser and the
                   Distributor that it has adopted procedures reasonably
                   necessary to prevent violations of the Code and (ii) a
                   determination that such Code is adequate and contains
                   provisions reasonably necessary to prevent Access Persons
                   from engaging in any conduct prohibited by Rule 17j-1(b).

III. EFFECTIVE DATE

                   All Van Kampen Employees are required to sign a copy of this
Code indicating their agreement to abide by the terms of the Code.

                   In addition, Van Kampen Employees will be required to certify
annually that (i) they have read and understand the terms of this Code and
recognize the responsibilities and obligations incurred by their being subject
to this Code, and (ii) they are in compliance with the requirements of the Code.



Effective this 14th day of February, 2001.









                                       17
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.(17)(C)
<SEQUENCE>21
<FILENAME>c94416a1exv99wx17yxcy.txt
<DESCRIPTION>PROXY CARDS FOR THE TARGET FUNDS
<TEXT>
<PAGE>
                                                                  Exhibit 17 (c)


                      EVERY SHAREHOLDER'S VOTE IS IMPORTANT


                                      YOUR PROXY VOTE IS IMPORTANT!

                                      AND NOW YOU CAN VOTE YOUR PROXY ON THE
                                      PHONE, OR THE INTERNET.

                                      IT SAVES MONEY! TELEPHONE, FACSIMILE AND
                                      INTERNET VOTING SAVES POSTAGE COSTS.
                                      SAVINGS WHICH CAN HELP MINIMIZE EXPENSES.

                                      IT SAVES TIME! TELEPHONE AND INTERNET
                                      VOTING IS INSTANTANEOUS - 24 HOURS A DAY.

                                      IT'S EASY! JUST FOLLOW THESE SIMPLE STEPS:

                                      1. READ YOUR PROXY STATEMENT AND HAVE IT
                                      AT HAND.

                                      2. CALL TOLL-FREE 1-866-241-6192, OR GO TO
                                      WEBSITE: HTTPS://VOTE.PROXY-DIRECT.COM

                                      3. FOLLOW THE RECORDED OR ON-SCREEN
                                      DIRECTIONS.

                                      4. DO NOT MAIL YOUR PROXY CARD WHEN YOU
                                      VOTE BY PHONE, OR INTERNET.




                  Please detach at perforation before mailing.



PROXY                       VAN KAMPEN XXXXXXXXX FUND                     PROXY
                                       AND
                            VAN KAMPEN XXXXXXXXX FUND
                 NOTICE OF JOINT SPECIAL MEETING OF SHAREHOLDERS
                           TO BE HELD ON AUGUST 12, 2005

Notice is hereby given that a joint special meeting of shareholders (the
"Special Meeting") of Van Kampen XXXXXXX (the "Target Fund") and Van Kampen
XXXXXXXX (the "Acquiring Fund") will be held at the offices of Van Kampen
Investments Inc., 1 Parkview Plaza, Oakbrook Terrace, Illinois 60181-5555 on
August 12, 2005 at X:XX a.m. THIS PROXY IS SOLICITED ON BEHALF OF EACH FUND'S
BOARD OF TRUSTEES.

THE BOARD OF TRUSTEES OF EACH FUND REQUESTS THAT YOU VOTE YOUR SHARES BY
INDICATING YOUR VOTING INSTRUCTIONS ON THE ENCLOSED PROXY CARD, DATING AND
SIGNING SUCH PROXY CARD AND RETURNING IT IN THE ENVELOPE PROVIDED, WHICH IS
ADDRESSED FOR YOUR CONVENIENCE AND NEEDS NO POSTAGE IF MAILED IN THE UNITED
STATES, OR BY RECORDING YOUR VOTING INSTRUCTIONS BY TELEPHONE OR VIA THE
INTERNET.

                                        VOTE VIA THE TELEPHONE: 1-866-241-6192

                                        VOTE VIA THE INTERNET:
                                        HTTPS://VOTE.PROXY-DIRECT.COM
                                        999 9999 9999 999


                                        NOTE: Please sign exactly as your name
                                        appears on this proxy card. All joint
                                        owners should sign. When signing as
                                        executor, administrator, attorney,
                                        trustee or guardian or as custodian for
                                        a minor, please give full title as such.
                                        If a corporation, please sign in full
                                        corporate name and indicate the signer's
                                        office. If a partner, sign in the
                                        partnership name.


                                        ---------------------------------------
                                        Signature


                                        ---------------------------------------
                                        Signature (if held jointly)


                                        ---------------------------------------
                                        Date                        XXX XXXX

<PAGE>









                      EVERY SHAREHOLDER'S VOTE IS IMPORTANT












                        PLEASE SIGN, DATE AND RETURN YOUR
                                   PROXY TODAY






                  Please detach at perforation before mailing.




THE BOARD OF TRUSTEES RECOMMENDS THAT YOU VOTE FOR THE PROPOSALS.
PLEASE MARK VOTES AS IN THIS EXAMPLE:  [X]


<TABLE>
<CAPTION>
                                                                         FOR   AGAINST  ABSTAIN
<S>                                                                      <C>   <C>      <C>
     1.  To approve an Agreement and Plan of Reorganization between      [ ]     [ ]      [ ]
         the Target Fund and the Acquiring Fund, the termination
         of Target Fund's registration under the Investment
         Company Act of 1940, as amended, and the dissolution of
         the Target Fund under applicable state law;

     2.  Not applicable to the Target Fund;

     3.  To transact such other business as may properly be presented
         at the Special Meeting or any adjournment thereof.
</TABLE>


                            YOUR VOTE IS IMPORTANT.
               PLEASE VOTE PROMPTLY BY SIGNING AND RETURNING THE
   ENCLOSED PROXY CARD OR BY RECORDING YOUR VOTING INSTRUCTIONS BY TELEPHONE
             OR VIA THE INTERNET NO MATTER HOW MANY SHARES YOU OWN.

                                    XXX XXXX



</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.(17)(D)
<SEQUENCE>22
<FILENAME>c94416a1exv99wx17yxdy.txt
<DESCRIPTION>PROXY CARD FOR THE ACQUIRING FUND
<TEXT>
<PAGE>
                                                                  EXHIBIT 17 (d)


                      EVERY SHAREHOLDER'S VOTE IS IMPORTANT


                                      YOUR PROXY VOTE IS IMPORTANT!

                                      AND NOW YOU CAN VOTE YOUR PROXY ON THE
                                      PHONE, OR THE INTERNET.

                                      IT SAVES MONEY! TELEPHONE, FACSIMILE AND
                                      INTERNET VOTING SAVES POSTAGE COSTS.
                                      SAVINGS WHICH CAN HELP MINIMIZE EXPENSES.

                                      IT SAVES TIME! TELEPHONE AND INTERNET
                                      VOTING IS INSTANTANEOUS - 24 HOURS A DAY.

                                      IT'S EASY! JUST FOLLOW THESE SIMPLE STEPS:

                                      1. READ YOUR PROXY STATEMENT AND HAVE IT
                                      AT HAND.

                                      2. CALL TOLL-FREE 1-866-241-6192, OR GO TO
                                      WEBSITE: HTTPS://VOTE.PROXY-DIRECT.COM

                                      3. FOLLOW THE RECORDED OR ON-SCREEN
                                      DIRECTIONS.

                                      4. DO NOT MAIL YOUR PROXY CARD WHEN YOU
                                      VOTE BY PHONE, OR INTERNET.




                  Please detach at perforation before mailing.




PROXY                      VAN KAMPEN XXXXXXXXX FUND                       PROXY
                                      AND
                           VAN KAMPEN XXXXXXXXX FUND
                NOTICE OF JOINT SPECIAL MEETING OF SHAREHOLDERS
                          TO BE HELD ON AUGUST 12, 2005

Notice is hereby given that a joint special meeting of shareholders (the
"Special Meeting") of Van Kampen XXXXXXX (the "Target Fund") and Van Kampen
XXXXXXXX (the "Acquiring Fund") will be held at the offices of Van Kampen
Investments Inc., 1 Parkview Plaza, Oakbrook Terrace, Illinois 60181-5555 on
August 12, 2005 at X:XX a.m. THIS PROXY IS SOLICITED ON BEHALF OF EACH FUND'S
BOARD OF TRUSTEES.

THE BOARD OF TRUSTEES OF EACH FUND REQUESTS THAT YOU VOTE YOUR SHARES BY
INDICATING YOUR VOTING INSTRUCTIONS ON THE ENCLOSED PROXY CARD, DATING AND
SIGNING SUCH PROXY CARD AND RETURNING IT IN THE ENVELOPE PROVIDED, WHICH IS
ADDRESSED FOR YOUR CONVENIENCE AND NEEDS NO POSTAGE IF MAILED IN THE UNITED
STATES, OR BY RECORDING YOUR VOTING INSTRUCTIONS BY TELEPHONE OR VIA THE
INTERNET.

                                        VOTE VIA THE TELEPHONE: 1-866-241-6192
                                        VOTE VIA THE INTERNET:
                                        HTTPS://VOTE.PROXY-DIRECT.COM
                                        999 9999 9999 999

                                        NOTE: Please sign exactly as your name
                                        appears on this proxy card. All joint
                                        owners should sign. When signing as
                                        executor, administrator, attorney,
                                        trustee or guardian or as custodian for
                                        a minor, please give full title as such.
                                        If a corporation, please sign in full
                                        corporate name and indicate the
                                        signer's office. If a partner, sign in
                                        the partnership name.


                                        ---------------------------------------
                                        Signature


                                        ---------------------------------------
                                        Signature (if held jointly)


                                        ---------------------------------------
                                        Date                        XXX XXXX
<PAGE>




                      EVERY SHAREHOLDER'S VOTE IS IMPORTANT











                        PLEASE SIGN, DATE AND RETURN YOUR
                                   PROXY TODAY






                  Please detach at perforation before mailing.





THE BOARD OF TRUSTEES RECOMMENDS THAT YOU VOTE FOR THE PROPOSALS.
PLEASE MARK VOTES AS IN THIS EXAMPLE:    [X]


<TABLE>
<CAPTION>

                                                                     FOR  AGAINST  ABSTAIN

<S>                                                                  <C>  <C>      <C>
                                                                     [ ]    [ ]      [ ]

   1.  Not applicable to the Acquiring Fund.

   2.  To approve the issuance of additional common shares of the
       Acquiring Fund in connection with the Agreement and Plan
       of Reorganization between the Target Fund and the
       Acquiring Fund; and

   3.  To transact such other business as may properly be
       presented at the Special Meeting or any adjournment
       thereof.
</TABLE>



                            YOUR VOTE IS IMPORTANT.
                 PLEASE VOTE PROMPTLY BY SIGNING AND RETURNING
              THE ENCLOSED PROXY CARD OR BY RECORDING YOUR VOTING
                           INSTRUCTIONS BY TELEPHONE
             OR VIA THE INTERNET NO MATTER HOW MANY SHARES YOU OWN.

                                   XXXX XXXXX
</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
-----END PRIVACY-ENHANCED MESSAGE-----
