<DOCUMENT>
<TYPE>EX-99.(13)(D)(I)
<SEQUENCE>14
<FILENAME>c93085a1exv99wx13yxdyxiy.txt
<DESCRIPTION>LETTER OF REPRESENTATIONS
<TEXT>
<PAGE>
                                                                EXHIBIT 13(d)(i)

                                November 18, 1992

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

Attention: General Counsel's Office

            Re:   Van Kampen Merritt Limited Term High Income Trust Auction
                  Preferred Shares of Beneficial Interest ("APS")

Ladies and Gentlemen:

            The purpose of this letter is to set forth certain matters relating
to the issuance and sale by Van Kampen Merritt Limited Term High Income Trust
(the "Fund") of 900 shares of its preferred shares of beneficial interest, par
value $.01 per share, liquidation preference $50,000 per share, designated as
Auction Preferred Shares (the "APS"), pursuant to the Fund's Declaration of
Trust (as defined below). Pursuant to the auction agency agreement, dated as of
November 18, 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 any such capacity,
as the "Auction Agent")

            Pursuant to an underwriting agreement, dated November 12, 1992 ("the
Underwriting Agreement"), among Goldman, Sachs & Co. and PaineWebber
Incorporated (the "Underwriters"), the Fund and Van Kampen Merritt Investment
Advisory Corp. (the "Adviser"), the Underwriters 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 forth in the Declaration of Trust (as defined below), a
copy of which is attached hereto, unless the context otherwise requires.

<PAGE>

The Depository Trust Company
November 18, 1992
Page 2

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

            1. The Fund shall cause the Underwriters to deliver at the closing
      with respect to the Underwriting Agreement, which is scheduled for
      November 18, 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.

            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

                                       2
<PAGE>

The Depository Trust Company
November 18, 1992
Page 3

      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 to be contacted regarding such
      redemption. The Auction Agent will in turn determine by lot the number of
      APS to be redeemed from the accounts of the Existing Holders of APS whose
      Participants have been selected in sufficient time to enable the Auction
      Agent to notify the Broker-Dealer and such Existing Holders as provided in
      the Auction Agency Agreement.

            4. The Declaration of Trust provides that the dividend rate for the
      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 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 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

                                       3
<PAGE>

The Depository Trust Company
November 18, 1992
Page 4

      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:

            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)

                                       4
<PAGE>

The Depository Trust Company
November 18, 1992
Page 5

      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 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

                                       5
<PAGE>

The Depository Trust Company
November 18, 1992
Page 6

      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
      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 (iii) the CUSIP
      number set forth on the share certificate representing such APS.

                                       6
<PAGE>

The Depository Trust Company
November 18, 1992
Page 7

            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
                                             LIMITED TERM HIGH
                                             INCOME TRUST

                                         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: Richard B. Nesson
Title: General Counsel

(enclosures)

cc:   Goldman, Sachs & Co.
      PaineWebber Incorporated

                                       7
</TEXT>
</DOCUMENT>
