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EXHIBIT a(3)
THIRD AMENDMENT AND RESTATED CERT. OF DESIGNATION
VAN KAMPEN EMERGING GROWTH FUND
Third Amended and Restated Certificate of Designation
of
Van Kampen Emerging Growth Fund
The undersigned, being the Secretary of Van Kampen Emerging Growth Fund, a
Delaware business trust (the "Trust"), pursuant to the authority conferred upon
the Trustees of the Trust by Section 6.1 of the Trust's First Amended and
Restated Agreement and Declaration of Trust ("Declaration"), and by the
affirmative vote of a Majority of the Trustees does hereby amend and restate in
its entirety the Second Amended and Restated Certificate of Designation of the
Van Kampen Emerging Growth Fund series of the Trust dated July 14, 1998 with the
following rights, preferences and characteristics:
1. Shares. The beneficial interest in the Trust shall be divided into
Shares having a nominal or par value of $0.01 per Share, of which an
unlimited number may be issued, which Shares shall represent interests
only in the Trust. The Trustees shall have the authority from time to
time to authorize separate Series of Shares for the Trust as they deem
necessary or desirable.
2. Classes of Shares. The Shares of the Trust shall be divided into four
classes--Class A, Class B, Class C and Class D. The Trustees shall
have the authority from time to time to authorize additional Classes
of Shares of the Trust.
3. Sales Charges. Each Class A, Class B, Class C and Class D Share shall
be subject to such sales charges, if any, as may be established from
time to time by the Trustees in accordance with the Investment Company
Act of 1940 (the "1940 Act") and applicable rules and regulations of
the National Association of Securities Dealers, Inc., all as set forth
in the Trust's prospectus.
4. Conversion. Each Class B Share and certain Class C Shares of the Trust
shall be converted automatically, and without any action or choice on
the part of the Shareholder thereof, into Class A Shares of the Trust
at such times and pursuant to
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such terms, conditions and restrictions as may be established by the
Trustees and as set forth in the Trust's Prospectus.
5. Allocation of Expenses Among Classes. Expenses related solely to a
particular Class (including, without limitation, distribution expenses
under an administrative or service agreement, plan or other
arrangement, however designated) shall be borne by that Class and
shall be appropriately reflected (in a manner determined by the
Trustees) in the net asset value, dividends, distribution and
liquidation rights of the Shares of that Class.
6. Special Meetings. A special meeting of Shareholders of a Class of the
Trust may be called with respect to the Rule 12b-1 distribution plan
applicable to such Class or with respect to any other proper purpose
affecting only holders of shares of such Class at any time by a
Majority of the Trustees.
7. Other Rights Governed by Declaration. All other rights, preferences,
qualifications, limitations and restrictions with respect to Shares of
any Series of the Trust or with respect to any Class of Shares set
forth in the Declaration shall apply to Shares of the Trust unless
otherwise specified in this Certificate of Designation, in which case
this Certificate of Designation shall govern.
8. Amendments, etc. Subject to the provisions and limitations of Section
9.5 of the Declaration and applicable law, this Certificate of
Designation may be amended by an instrument signed in writing by a
Majority of the Trustees (or by any officer of the Trust pursuant to
the vote of a Majority of the Trustees) or when authorized to do so by
the vote in accordance with the Declaration of the holders of a
majority of all the Shares of the Trust outstanding and entitled to
vote or, if such amendment affects the Shares of one or more but not
all of the Classes of the Trust, the holders of a majority of all the
Shares of the affected Classes outstanding and entitled to vote.
9. Incorporation of Defined Terms. All capitalized terms which are not
defined herein shall have the same meaning as ascribed to those terms
in the Declaration.
June 7, 2000
/s/ A. Thomas Smith III
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A. Thomas Smith III, Secretary
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