VAN KAMPEN AMERICAN CAPITAL TAX EXEMPT TRUST, 485BPOS, 1996-03-29

VAN KAMPEN AMERICAN CAPITAL TAX EXEMPT TRUST
485BPOS, 1996-03-29

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<PAGE> 1

AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MARCH 29, 1996

REGISTRATION NOS. 2-96030
811-4746
================================================================================

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM N-1A

<TABLE>
<S> <C>
REGISTRATION STATEMENT UNDER THE
SECURITIES ACT OF 1933 /X/
POST-EFFECTIVE AMENDMENT NO. 17 /X/

REGISTRATION STATEMENT UNDER THE
INVESTMENT COMPANY ACT OF 1940 /X/
AMENDMENT NO. 21 /X/
</TABLE>

VAN KAMPEN AMERICAN CAPITAL TAX-EXEMPT TRUST
(EXACT NAME OF REGISTRANT AS SPECIFIED IN CHARTER)

ONE PARKVIEW PLAZA, OAKBROOK TERRACE, IL 60181

(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)(ZIP CODE)

REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE (708) 684-6000

RONALD A. NYBERG, ESQ.

EXECUTIVE VICE PRESIDENT, GENERAL COUNSEL AND SECRETARY
VAN KAMPEN AMERICAN CAPITAL, INC.
ONE PARKVIEW PLAZA
OAKBROOK TERRACE, ILLINOIS 60181
(NAME AND ADDRESS OF AGENT FOR SERVICES)

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

COPIES TO:

WAYNE W. WHALEN, ESQ.

THOMAS A. HALE, ESQ.

SKADDEN, ARPS, SLATE, MEAGHER & FLOM

333 WEST WACKER DRIVE

CHICAGO, ILLINOIS 60606

(312) 407-0700

Approximate Date of Proposed Public Offering: As soon as practicable following
effectiveness of this Registration Statement.
---------------------

It is proposed that this filing will become effective:

/X/ immediately upon filing pursuant to paragraph (b)

/ / on (date) pursuant to paragraph (b)

/ / 60 days after filing pursuant to paragraph (a)(i)
/ / on (date) pursuant to paragraph (a)(i)
/ / 75 days after filing pursuant to paragraph (a)(ii)
/ / on (date) pursuant to paragraph (a)(ii) of Rule 485.

If appropriate, check the following box:
/ / this post-effective amendment designates a new effective date for a
previously filed post-effective amendment.

DECLARATION PURSUANT TO RULE 24F-2

REGISTRANT HAS REGISTERED AN INDEFINITE NUMBER OF SHARES AND INTENDS TO FILE
WITH THE SECURITIES AND EXCHANGE COMMISSION A FORM 24F-2 FOR ITS FISCAL YEAR
ENDING NOVEMBER 30, 1996 ON OR ABOUT JANUARY 29, 1997.

================================================================================

<PAGE> 2

VAN KAMPEN AMERICAN CAPITAL HIGH YIELD MUNICIPAL FUND

CROSS REFERENCE SHEET

<TABLE>
<CAPTION>
FORM N-1A ITEM CAPTION
- ------------------------------------------------- -------------------------------------------
PART A LOCATION IN PROSPECTUS
- ------------------------------------------------- -------------------------------------------
<S> <C> <C>
1. Cover Page................................. Cover Page
2. Synopsis................................... Shareholder Transaction Expenses; Annual Fund
Operating Expenses and Example;
Prospectus Summary
3. Condensed Financial Information............ Financial Highlights
4. General Description of Registrant.......... The Fund; Investment Objective and
Policies; Municipal Securities; Investment
Practices; Description of Shares of the
Fund
5. Management of the Fund..................... The Fund; Investment Practices; Investment
Advisory Services; Inside Back Cover
6. Capital Stock and Other Securities......... Alternative Sales Arrangements; Shareholder
Services; Distribution Plans; Redemption
of Shares; Distributions from the Fund;
Tax Status; Description of Shares of the
Fund; Inside Back Cover; The Fund
7. Purchase of Securities Being Offered....... Purchase of Shares; Alternative Sales
Arrangements; Shareholder Services;
Distribution Plans
8. Redemption or Repurchase................... Shareholder Services; Redemption of Shares
9. Legal Proceedings.......................... Inapplicable

<CAPTION>
<S> <C> <C>
PART B STATEMENT OF ADDITIONAL INFORMATION
-------------------------------------------
10. Cover Page................................. Cover Page
11. Table of Contents.......................... Table of Contents
12. General Information and History............ General Information
13. Investment Objectives and Policies......... Municipal Securities; Investment
Restrictions
14. Management of the Fund..................... General Information; Investment Advisory
Agreement; Trustees and Officers
15. Control Persons and Principal Holders of
Securities............................... Trustees and Officers; General Information;
Investment Advisory Agreement
16. Investment Advisory and Other Services..... Investment Advisory Agreement; Distributor;
Distribution Plans; Transfer Agent;
Portfolio Transactions and Brokerage;
Other Information
17. Brokerage Allocation and Other Practices... Portfolio Transactions and Brokerage
18. Capital Stock and Other Securities......... Purchase and Redemption of Shares
19. Purchase, Redemption and Pricing of
Securities Being Offered................. Determination of Net Asset Value; Purchase
and Redemption of Shares; Exchange
Privilege; Check Writing Privilege
20. Tax Status................................. Federal Tax Information
21. Underwriters............................... Distributor
22. Calculation of Performance Data............ Fund Performance
23. Financial Statements....................... Financial Statements
</TABLE>

PART C

Information required to be included in Part C is set forth under the
appropriate item in Part C of this registration statement.
<PAGE> 3

- --------------------------------------------------------------------------------
VAN KAMPEN AMERICAN CAPITAL

HIGH YIELD MUNICIPAL FUND

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

Van Kampen American Capital High Yield Municipal Fund (the "Fund") is a
diversified series of the Van Kampen American Capital Tax-Exempt Trust (the
"Trust"), an open-end management investment company. The Fund invests
principally in medium to lower rated tax-exempt debt securities. LOWER RATED
SECURITIES ARE REGARDED BY THE RATING AGENCIES AS PREDOMINANTLY SPECULATIVE WITH
RESPECT TO THE ISSUER'S CONTINUING ABILITY TO MEET PRINCIPAL AND INTEREST
PAYMENTS. The Fund is designed for investors willing to assume additional risk
in return for above average income. Investors should assess carefully the risks
associated with an investment in the Fund. There is no assurance that the Fund
will achieve its investment objective.

The Fund's investment adviser is Van Kampen American Capital Asset
Management, Inc. This Prospectus sets forth certain information that a
prospective investor should know before investing in the Fund. Please read it
carefully and retain it for future reference. The address of the Fund is One
Parkview Plaza, Oakbrook Terrace, Illinois 60181, and its telephone number is
(800) 421-5666.

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

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR STATE REGULATORS NOR HAS THE COMMISSION OR STATE
REGULATORS PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

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

SHARES OF THE FUND ARE NOT DEPOSITS OR OBLIGATIONS OF, OR GUARANTEED OR
ENDORSED BY, ANY BANK OR DEPOSITORY INSTITUTION; FURTHER, SUCH SHARES ARE NOT
FEDERALLY INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION, THE FEDERAL
RESERVE BOARD OR ANY OTHER GOVERNMENT AGENCY. SHARES OF THE FUND INVOLVE
INVESTMENT RISKS, INCLUDING POSSIBLE LOSS OF PRINCIPAL.

A Statement of Additional Information, dated March 29, 1996, containing
additional information about the Fund has been filed with the Securities and
Exchange Commission and is hereby incorporated by reference in its entirety into
this Prospectus. A copy of the Statement of Additional Information may be
obtained without charge by calling (800) 421-5666 or for Telecommunications
Device For the Deaf at (800) 772-8889.

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

VAN KAMPEN AMERICAN CAPITAL (SM)

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

THIS PROSPECTUS IS DATED MARCH 29, 1996.

<PAGE> 4

- ------------------------------------------------------------------------------
TABLE OF CONTENTS
- ------------------------------------------------------------------------------

<TABLE>
<CAPTION>
PAGE
---
<S> <C>
Prospectus Summary............................................... 3
Shareholder Transaction Expenses................................. 6
Annual Fund Operating Expenses and Example....................... 7
Financial Highlights............................................. 9
The Fund......................................................... 11
Investment Objective and Policies................................ 11
Municipal Securities............................................. 16
Investment Practices............................................. 17
Investment Advisory Services..................................... 22
Alternative Sales Arrangements................................... 24
Purchase of Shares............................................... 27
Shareholder Services............................................. 36
Redemption of Shares............................................. 41
Distribution Plans............................................... 44
Distributions from the Fund...................................... 46
Tax Status....................................................... 47
Fund Performance................................................. 49
Description of Shares of the Fund................................ 51
Additional Information........................................... 52
</TABLE>

NO DEALER, SALESPERSON OR ANY OTHER PERSON HAS BEEN AUTHORIZED TO GIVE ANY
INFORMATION OR TO MAKE ANY REPRESENTATIONS, OTHER THAN THOSE CONTAINED IN THIS
PROSPECTUS, IN CONNECTION WITH THE OFFER CONTAINED IN THIS PROSPECTUS AND, IF
GIVEN OR MADE, SUCH OTHER INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED UPON
AS HAVING BEEN AUTHORIZED BY THE FUND, THE ADVISER OR THE DISTRIBUTOR. THIS
PROSPECTUS DOES NOT CONSTITUTE AN OFFER BY THE FUND OR BY THE DISTRIBUTOR TO
SELL OR A SOLICITATION OF AN OFFER TO BUY ANY OF THE SECURITIES OFFERED HEREBY
IN ANY JURISDICTION TO ANY PERSON TO WHOM IT IS UNLAWFUL FOR THE FUND TO MAKE
SUCH AN OFFER IN SUCH JURISDICTION.

2
<PAGE> 5

- ------------------------------------------------------------------------------
PROSPECTUS SUMMARY
- ------------------------------------------------------------------------------

THE FUND. Van Kampen American Capital High Yield Municipal Fund (the "Fund") is
a diversified series of Van Kampen American Capital Tax-Exempt Trust, an
open-end management investment company organized as a Delaware business trust.

MINIMUM PURCHASE. $500 minimum initial investment for each class of shares and
$25 minimum for each subsequent investment for each class of shares (or less as
described under "Purchase of Shares").

INVESTMENT OBJECTIVE. As high a level of interest income exempt from federal
income tax as is consistent with the investment policies of the Fund. There is,
however, no assurance that the Fund will be successful in achieving its
objective. See "Investment Objective and Policies."

INVESTMENT POLICY. Under normal market conditions, the Fund invests at least 80%
of its net assets in obligations issued by states, territories or possessions of
the United States and the District of Columbia and their political subdivisions,
the interest from which is exempt from federal income tax ("Municipal
Securities"). The Fund may acquire stand-by commitments. See "Investment
Practices -- Stand-By Commitments." The Fund may seek to hedge investments
through transactions in futures contracts and related options. Any net gains
from futures and options transactions are subject to federal income tax. See
"Investment Practices -- Futures Contracts and Related Options."

The Fund invests principally in medium to lower rated Municipal Securities. See
"Risk Factors" below.

INVESTMENT RESULTS. The investment results of the Fund since its inception are
shown in the table of "Financial Highlights."

ALTERNATIVE SALES ARRANGEMENTS. The Fund offers 3 classes of shares to the
public, each with its own sales charge structure: Class A shares, Class B shares
and Class C shares. Each class has distinct advantages and disadvantages for
different investors, and investors may choose the class of shares that best
suits their circumstances and objectives. Each class of shares represents an
interest in the same portfolio of investments of the Fund. The per share
dividends on Class B shares and Class C shares will be lower than the per share
dividends on Class A shares. See "Alternative Sales Arrangements." For
information on redeeming shares see "Redemption of Shares."

Class A Shares. Class A shares are offered at net asset value per share plus a
maximum initial sales charge of 4.75% of the offering price (4.99% of the net
amount invested), reduced on investments of $100,000 or more. Investments of $1
million or more are not subject to any sales charge at the time of purchase, but
a

3
<PAGE> 6

contingent deferred sales charge of 1.00% may be imposed on redemptions made
within one year of purchase. Class A shares are subject to an annual service fee
of up to 0.25% of its average daily net assets attributable to such class of
shares. See "Purchase of Shares -- Class A Shares" and "Distribution Plans."

Class B Shares. Class B shares are offered at net asset value per share and
are subject to a maximum contingent deferred sales charge of 4.00% of redemption
proceeds on redemptions made within the first year after purchase, and such
charge declines each year thereafter to 0.00% after the fifth year. See
"Redemption of Shares." Class B shares are subject to a combined annual
distribution fee and service fee of up to 1.00% of its average daily net assets
attributable to such class of shares. See "Purchase of Shares -- Class B Shares"
and "Distribution Plans." Class B shares will convert automatically to Class A
shares 6 years after the end of the calendar month in which the shareholder's
order to purchase was accepted. See "Alternative Sales
Arrangements -- Conversion Feature."

Class C Shares. Class C shares are offered at net asset value per share and
are subject to a contingent deferred sales charge of 1.00% on redemptions made
within one year of purchase. See "Redemption of Shares." Class C shares are
subject to a combined annual distribution fee and service fee of up to 1.00% of
its average daily net assets attributable to such class of shares. See "Purchase
of Shares -- Class C Shares" and "Distribution Plans." Class C shares will
convert automatically to Class A shares 10 years after the end of the calendar
month in which the shareholder's order to purchase was accepted. See
"Alternative Sales Arrangements -- Conversion Feature."

INVESTMENT ADVISER. Van Kampen American Capital Asset Management, Inc. (the
"Adviser") is the Fund's investment adviser. Van Kampen American Capital
Advisors, Inc. (the "Subadviser") provides advisory services to the Adviser. The
Adviser and the Subadviser are sometimes referred to as the "Advisers."

DISTRIBUTOR. Van Kampen American Capital Distributors, Inc. (the "Distributor")
is the distributor of the Fund's shares.

DISTRIBUTIONS FROM THE FUND. Dividends from net investment income are declared
on each business day and distributed monthly. Such distributions are
automatically reinvested, without sales charge, in additional shares at the next
determined net asset value per share. Payment in cash may be requested. Shares
begin accruing dividends on the day on which payment for the shares is received
by the shareholder service agent, ACCESS Investor Services, Inc. ("ACCESS"), a
wholly-owned subsidiary of Van Kampen American Capital, Inc. See "Distributions
from the Fund."

RISK FACTORS. Generally, Municipal Securities with longer maturities tend to
produce higher yields and are subject to greater market fluctuations as a result
of changes in interest rates ("market risk") than are Municipal Securities with
shorter maturities and lower yields. Lower rated Municipal Securities generally
provide a

4
<PAGE> 7

higher yield than higher rated Municipal Securities of similar maturity but are
subject to greater market risk and are also subject to a greater degree of risk
with respect to the ability of the issuer to meet its principal and interest
obligations ("financial risk"). Use of futures, options on futures, and other
instruments involves certain risks. See "Investment Practices -- Repurchase
Agreements, Stand-By Commitments, and Futures Contracts and Related Options."
The Fund may experience high portfolio turnover which involves higher
transaction costs and may result in short-term gains taxable as ordinary income.
See "Investment Practices -- Portfolio Turnover."

The lower rated Municipal Securities in which the Fund invests are regarded as
predominantly speculative with respect to the issuer's continuing ability to
meet principal and interest payments. Because investment in lower rated
Municipal Securities (commonly referred to as junk bonds) involves greater
investment risk, achievement of the Fund's investment objectives may be more
dependent on the Advisers' credit analysis than would be the case if the Fund
were investing in higher rated Municipal Securities. Lower rated Municipal
Securities may be more susceptible to real or perceived adverse economic and
competitive industry conditions than investment grade Municipal Securities and
thus be subject to higher risk. A projection of an economic downturn, for
example, could cause a decline in lower rated Municipal Securities prices
because the advent of a recession could lessen the ability of the issuer to make
principal and interest payments on its debt securities. In addition, the
secondary trading market for lower rated Municipal Securities may be less liquid
than the market for higher grade Municipal Securities. The market prices of all
Municipal Securities generally fluctuate with changes in interest rates so that
the Fund's net asset value can be expected to decrease as long-term rates rise
and to increase as long-term interest rates fall.

The above is qualified in its entirety by reference to the more detailed
information appearing elsewhere in this Prospectus.

5
<PAGE> 8

- ------------------------------------------------------------------------------
SHAREHOLDER TRANSACTION EXPENSES
- ------------------------------------------------------------------------------

<TABLE>
<CAPTION>
CLASS A CLASS B CLASS C
SHARES SHARES SHARES
--------- ----------------- -------------
<S> <C> <C> <C>
Maximum sales charge imposed on
purchases (as a percentage of
offering price)............... 4.75%(1) None None
Maximum sales charge imposed on
reinvested dividends (as a
percentage of offering
price)........................ None None None
Deferred sales charge (as a
percentage of the lesser of
the original purchase price or
redemption proceeds).......... None(2) Year 1--4.00% Year 1--1.00%
Year 2--4.00% After--None
Year 3--3.00%
Year 4--2.50%
Year 5--1.50%
After--None
Redemption fees (as a percentage
of amount redeemed)........... None None None
Exchange fee.................... None None None
</TABLE>

- ------------------------------------------------------------------------------
(1) Reduced for purchases of $100,000 and over. See "Purchase of Shares -- Class
A Shares."

(2) Investments of $1 million or more are not subject to any sales charge at the
time of purchase, but a contingent deferred sales charge of 1.00% may be
imposed on redemptions made within one year of the purchase. See "Purchase
of Shares -- Class A Shares."

6
<PAGE> 9

- ------------------------------------------------------------------------------
ANNUAL FUND OPERATING EXPENSES AND EXAMPLE
- ------------------------------------------------------------------------------

<TABLE>
<CAPTION>
CLASS A CLASS B CLASS C
SHARES SHARES SHARES
--------- --------- ---------
<S> <C> <C> <C>
Management Fees (as a percentage of
average daily net assets)........... 0.56% 0.56% 0.56%
12b-1 Fees (as a percentage of average
daily net assets)(1)................ 0.25% 1.00%(2) 1.00%(2)
Other Expenses (as a percentage of
average daily net assets)........... 0.17% 0.17% 0.16%
Total Fund Operating Expenses (as a
percentage of average daily net
assets)............................. 0.98% 1.73% 1.72%
</TABLE>

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

(1) Class A shares are subject to an annual service fee of up to 0.25% of the
average daily net assets attributable to such class of shares. Class B
shares and Class C shares are each subject to a combined annual distribution
and service fee of up to 1.00% of the average daily net assets attributable
to such class of shares. See "Distribution Plans."

(2) Long-term shareholders may pay more than the economic equivalent of the
maximum front-end sales charges permitted by NASD Rules.

7
<PAGE> 10

<TABLE>
<CAPTION>
ONE THREE FIVE TEN
EXAMPLE: YEAR YEARS YEARS YEARS
------ ------ ------ ------
<S> <C> <C> <C> <C>
You would pay the following expenses on
a $1,000 investment assuming (i) an
operating expense ratio of 0.98% for
Class A shares, 1.73% for Class B
shares and 1.72% for Class C shares,
(ii) a 5.00% annual return and (iii)
redemption at the end of each time
period:
Class A............................. $57 $77 $ 99 $162
Class B............................. $59 $88 $111 $166*
Class C............................. $28 $54 $ 93 $203
You would pay the following expenses on
the same $1,000 investment assuming no
redemption at the end of each time
period:
Class A............................. $57 $77 $ 99 $162
Class B............................. $18 $54 $ 94 $166*
Class C............................. $17 $54 $ 93 $203
</TABLE>

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

* Based on conversion to Class A shares after 6 years.

The purpose of the foregoing table is to assist an investor in understanding
the various costs and expenses that an investor in the Fund will bear directly
or indirectly. The "Example" reflects expenses based on the "Annual Fund
Operating Expenses" table as shown above carried out to future years and is
included to provide a means for the investor to compare expense levels of funds
with different fee structures over varying investment periods. To facilitate
such comparison, all funds are required by the Securities and Exchange
Commission (the "SEC") to utilize a 5.00% annual return assumption. Class B
shares acquired through the exchange privilege are subject to the deferred sales
charge schedule relating to the Class B shares of the fund from which the
purchase of Class B shares was originally made. Accordingly, future expenses as
projected could be higher than those determined in the above table if the
investor's Class B shares were exchanged from a fund with a higher contingent
deferred sales charge. THE INFORMATION CONTAINED IN THE ABOVE TABLE SHOULD NOT
BE CONSIDERED A REPRESENTATION OF PAST OR FUTURE EXPENSES AND ACTUAL EXPENSES
MAY BE GREATER OR LESS THAN THOSE SHOWN. For a more complete description of such
costs and expenses, see "Purchase of Shares," "Investment Advisory Services,"
"Redemption of Shares" and "Distribution Plans."

8
<PAGE> 11

- --------------------------------------------------------------------------------
FINANCIAL HIGHLIGHTS (Selected data for a share of beneficial interest
outstanding throughout each of the periods indicated)
- --------------------------------------------------------------------------------

The following financial highlights have been audited by Price Waterhouse LLP,
independent accountants, whose report thereon was unqualified. This information
should be read in conjunction with the financial statements and notes thereto
included in the Statement of Additional Information.

<TABLE>
<CAPTION>
CLASS A
-------------------------------------------------------------------------------------------------- JANUARY 2,
YEAR ENDED NOVEMBER 30 1986(2) THROUGH
-------------------------------------------------------------------------------------------------- NOVEMBER 30,
1995 1994 1993 1992 1991 1990 1989 1988 1987 1986
----------- -------- -------- -------- -------- --------- -------- ----------- ----- -----------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
PER
SHARE
OPERATING
PERFORMANCE
Net
asset
value,
beginning
of
period....... $10.44 $11.19 $10.95 $10.78 $10.72 $10.91 $10.72 $10.85 $12.08 $11.91
----------- -------- -------- -------- -------- --------- -------- ----------- -------- ---------

INCOME
FROM
INVESTMENT
OPERATIONS
Investment
income...... .85 .87 .931 .93 .885 1.005 1.03 1.05 1.0754 1.0014
Expenses..... (.11) (.11) (.1178) (.115) (.115) (.105) (.09) (.09) (.0903) (.0615)
----------- -------- -------- -------- -------- --------- -------- ----------- -------- ---------
Net
investment
income....... .74 .76 .8132 .815 .77 .90 .94 .96 .9851 .9399
Net
realized
and
unrealized
gain
(loss)
on
securities... .7475 (.744) .2303 .195 .13 (.23) .1418 (.105) (1.2751) .1735
----------- -------- -------- -------- -------- --------- -------- ----------- -------- ---------
Total
from
investment
operations... 1.4875 .016 1.0435 1.01 .90 .67 1.0818 .855 (.29) 1.1134
----------- -------- -------- -------- -------- --------- -------- ----------- -------- ---------
DISTRIBUTIONS
FROM NET
INVESTMENT
INCOME....... (.7475) (.766) (.8035) (.84) (.84) (.86) (.8918) (.985) (.94) (.9434)
----------- -------- -------- -------- -------- --------- -------- ----------- -------- ---------
Net asset
value,
end of
period....... $11.18 $10.44 $11.19 $10.95 $10.78 $10.72 $10.91 $10.72 $10.85 $12.08
=========== ======== ======== ======== ======== ========= ======== =========== ======== =========
TOTAL
RETURN(3).... 14.65% .10% 9.65% 9.77% 8.73% 6.43% 10.39% 8.12% (2.51%) 9.64%
RATIOS/
SUPPLEMENTAL
DATA
Net
assets,
end of
period
(millions)... $516.3 $411.1 $408.0 $309.5 $225.3 $222.3 $233.3 $206.3 $157.0 $152.2
Ratios
to
average
net
assets
(annualized)
Expenses..... .98% 1.02% 1.03% 1.07% 1.06% .97% .85% .85% .78% .55%
Expenses,
without
waiver...... .98% -- -- -- -- 1.06% 1.04% 1.07% 1.05% 1.02%
Net
investment
income...... 6.81% 6.98% 7.13% 7.45% 7.20% 8.34% 8.86% 8.84% 8.55% 8.39%
Net
investment
income,
without
waiver...... 6.81% -- -- -- -- 8.27% 8.65% 8.62% 8.28% 7.92%
Portfolio
turnover
rate......... .26% .33% .27% .24% .20% .29% .19% .36% 137% .32%
</TABLE>

(Table continued on following page)

9
<PAGE> 12

- --------------------------------------------------------------------------------
FINANCIAL HIGHLIGHTS -- (CONTINUED)
- --------------------------------------------------------------------------------

<TABLE>
<CAPTION>
CLASS B CLASS C
-------------------------------------------------------------- ---------------------------
JULY 20, DECEMBER 10,
YEAR ENDED NOVEMBER 30 1992(2) THROUGH 1993(2) THROUGH
--------------------------------------------- NOVEMBER 30, NOVEMBER 30,
1995 1994 1993(1) 1992(1) 1995 1994(1)
----------- ----------- --------------- --------------- ---------- ---------------
<S> <C> <C> <C> <C> <C> <C>
PER SHARE OPERATING PERFORMANCE
Net asset value, beginning of
period............................. $10.43 $11.18 $10.96 $11.08 $10.42 $11.29
----------- ----------- --------------- --------------- ---------- ---------------
INCOME FROM INVESTMENT OPERATIONS
Investment income................. .85 .87 .8905 .35 .85 .81
Expenses.......................... (.19) (.19) (.1986) (.08) (.19) (.18)
----------- ----------- --------------- --------------- ---------- ---------------
Net investment income............... .66 .68 .6919 .27 .66 .63
Net realized and unrealized gain
(loss) on
securities......................... .7535 (.748) .2476 (.1122) .7535 (.8363)
----------- ----------- --------------- --------------- ---------- ---------------
Total from investment operations.... 1.4135 (.068) .9395 .1578 1.4135 (.2063)
----------- ----------- --------------- --------------- ---------- ---------------
DISTRIBUTIONS FROM NET INVESTMENT
INCOME............................. (.6635) (.682) (.7195) (.2778) (.6635) (.6637)
----------- ----------- --------------- --------------- ---------- ---------------
Net asset value, end of period...... $11.18 $10.43 $11.18 $10.96 $11.17 $10.42
========== ========== =============== =============== ========= ===============
TOTAL RETURN(3)..................... 13.89% (.76%) 8.84% 1.45% 13.79% (1.80%)
RATIOS/SUPPLEMENTAL DATA
Net assets, end of period
(millions)......................... $233.9 $159.3 $ 104.8 $ 21.0 $31.1 $ 15.3
Ratios to average net assets
(annualized)
Expenses.......................... 1.73% 1.77% 1.77% 1.71% 1.72% 1.75%
Expenses, without waiver.......... 1.73% -- -- -- 1.72% --
Net investment income............. 6.03% 6.19% 6.15% 5.88% 5.98% 6.07%
Net investment income, without
waiver.......................... 6.03% -- -- -- 5.98% --
Portfolio turnover rate............. .26% .33% .27% .24% .26% .33%
</TABLE>

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

(1) Based on average month-end shares outstanding.

(2) Commencement of offering of sales.

(3) Total return for periods of less than one year are not annualized. Total
return does not consider the effect of sales charges.

10
<PAGE> 13

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

THE FUND

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

The Fund is an open-end, diversified management investment company, commonly
known as a mutual fund. A mutual fund provides, for those who have similar
investment goals, a practical and convenient way to invest in a diversified
portfolio of securities by combining their resources in an effort to achieve
such goals. The Fund is a diversified series of the Trust.

Van Kampen American Capital Asset Management, Inc. (the "Adviser") provides
investment advisory and administrative services to the Fund. The Adviser and its
affiliates also manage other mutual funds distributed by Van Kampen American
Capital Distributors, Inc. (the "Distributor"). To obtain prospectuses and other
information on any of these other funds, please call the telephone number on the
cover page of the Prospectus.

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

INVESTMENT OBJECTIVE AND POLICIES

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

The Fund's investment objective is providing as high a level of interest
income exempt from federal income tax as is consistent with the investment
policies of the Fund. However, there can be no assurance that the objective of
the Fund will be achieved.

Among the various types of Municipal Securities are general obligation bonds,
revenue or special obligation bonds, industrial development bonds, pollution
control bonds, variable rate demand notes, and short-term tax-exempt municipal
obligations such as tax anticipation notes. General obligations are backed by
the taxing power of the issuing municipality. Revenue obligations are backed by
the revenues of a project or facility -- tolls from a toll-bridge, for example.
Industrial development revenue obligations are a specific type of revenue
obligation backed by the credit and security of a private user. Variable rate
demand notes are described under "Investment Practices -- Variable Rate Demand
Notes."

The Fund maintains at least 80% of its net assets invested in Municipal
Securities except as a temporary defensive measure during periods of adverse
market conditions. This is a fundamental policy and may not be changed without
the approval of at least a majority vote of the outstanding shares of the Fund
as that term is defined in the Investment Company Act of 1940, as amended (the
"1940 Act"). The Fund does not invest in any securities except Municipal
Securities and Temporary Investments as defined below, except that the Fund may
seek to hedge against changes in interest rates through transactions in listed
futures contracts related to U.S. Government securities or based upon the Bond
Buyers Municipal Bond Index and options thereon. See "Investment
Practices -- Futures Contracts and Related Options."

11
<PAGE> 14

On a temporary basis, to provide cash reserves or pending investment in
Municipal Securities, the Fund may invest up to 20% of its net assets in taxable
securities of at least comparable quality to the Municipal Securities in which
the Fund invests ("Temporary Investments"). The Fund also may invest temporarily
a greater proportion of its assets in Temporary Investments for defensive
purposes, when, in the judgment of the Adviser(s), market conditions warrant.
Temporary Investments include but are not limited to securities issued or
guaranteed by the United States Government, its agencies or instrumentalities;
corporate bonds and debentures; certificates of deposit and bankers' acceptances
of domestic banks with assets of $500 million or more and having deposits
insured by the Federal Deposit Insurance Corporation; commercial paper and
repurchase agreements.

The Fund may invest up to 10% of its net assets in illiquid securities which
include Municipal Securities issued in limited placements under which the Fund
represents that it is purchasing for investment purposes only, repurchase
agreements maturing in more than 7 days and other securities subject to legal or
contractual restrictions on resale. Municipal Securities acquired in limited
placements generally may be resold only in a privately negotiated transaction to
one or more other institutional investors. Such limitation could result in the
Fund's inability to realize a favorable price upon disposition, and in some
cases might make disposition of such securities at the time desired by the Fund
impossible. The 10% limitation applies at the time the purchase commitments are
made. See "Investment Practices -- Repurchase Agreements."

Generally Municipal Securities with longer maturities tend to produce higher
yields and are subject to greater market fluctuations as a result of changes in
interest rates than Municipal Securities with shorter maturities and lower
yields. In general, market prices of Municipal Securities vary inversely with
interest rates. Lower rated Municipal Securities generally provide a higher
yield than higher rated Municipal Securities of similar maturity but are subject
to greater market and financial risk. The Funds may purchase short-term or
long-term Municipal Securities (with remaining maturities of up to 30 years or
more). There is no limitation on the average maturity of the Municipal
Securities in the Fund, and such average maturity is likely to change from time
to time based on the view of market conditions held by the Adviser(s). At
November 30, 1995, the Fund's average maturity was 20 years. Municipal
Securities ratings of Moody's Investors Service, Inc. ("Moody's") and Standard &
Poor's Corporation ("S&P") are described in the Statement of Additional
Information. See also "Municipal Securities" herein.

The Fund invests, under normal market conditions, at least 75% of its net
assets in medium to lower rated high yielding Municipal Securities which are
subject to high risk as described below. Because an investment in the Fund
entails relatively greater risks, it may not be an appropriate investment for
all investors.

12
<PAGE> 15

The investment policies of the Fund are not governed by specific rating
categories. The Advisers generally seek medium and lower rated Municipal
Securities (commonly referred to as junk bonds) for the Fund. Generally, the
Fund invests at least 75% of its assets in Municipal Securities rated, at the
time of purchase, in the following quality grades as determined by either
Moody's (Baa or lower for bonds, and MIG 3 or VMIG 3 or lower for notes) or by
S&P (BBB or lower for bonds and SP-2 or lower for notes), or non-rated Municipal
Securities considered by the Advisers to be of comparable quality. Lower rated
obligations generally are more speculative with respect to the capacity of the
issuer to make interest and principal payments. For example, Municipal
Securities rated BB by S&P or Ba by Moody's or lower are regarded, on balance,
as predominantly speculative with respect to capacity to pay interest and repay
principal in accordance with the terms of the obligation. Municipal Securities
rated CC by S&P or Ca by Moody's are considered speculative in a high degree.
The Fund does not purchase obligations which are in default or rated C (lowest
grade by Moody's) or rated C or D by S&P or non-rated bonds, notes and other
obligations considered by the Advisers to be of comparable quality, although the
Fund may retain obligations assigned such ratings after a purchase is made. The
Fund may also invest under normal market conditions up to 20% of its assets in
Municipal Securities rated A, SP-1 or higher by S&P or A, MIG 2, VMIG 2 or
higher by Moody's, and in tax-exempt commercial paper rated Prime-3 or higher by
Moody's or A-3 or higher by S&P.

While the Fund normally will invest at least 75% of its assets in medium and
lower rated Municipal Securities, it may invest in higher rated issues,
particularly when the difference in returns between quality classifications is
very narrow or when the Advisers expect interest rates to increase. These
investments may lessen the decline in net asset value but may also affect the
amount of current income, since high rated yields are usually lower than medium
rated yields.

While the Fund may invest in both general obligations and revenue obligations,
a substantial portion of the Fund generally is invested in revenue obligations,
which may include public utility, housing, industrial development, pollution
control, hospital and health care issues. The Fund's ability to achieve its
objective depends to a great extent on the ability of these various issuers to
meet their scheduled payments of principal and interest.

13
<PAGE> 16

During the fiscal year ended November 30, 1995, the percentage of the Fund's
assets invested in Municipal Securities within the various rating categories
(based on the higher of the S&P or Moody's ratings), and the nonrated debt
securities, determined on a dollar weighted average, were as follows:

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

<TABLE>
<S> <C>
AAA/Aaa.............................................. 2.08%
AA/Aa................................................ 2.85%
A/A.................................................. 2.36%
BBB/Baa.............................................. 15.03%
BB/Ba................................................ 5.75%
B.................................................... 0.34%
CCC/Caa.............................................. 0.18%
CC/Ca................................................ 0.04%
*Nonrated............................................. 69.59%
Other Net Assets..................................... 1.78%
-------
Total Net Assets............................. 100%
</TABLE>

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

* The nonrated debt securities as a percentage of total net assets were
considered by the Advisers to be comparable to securities rated by
Moody's as follows: Aaa--1.14%, A--0.53%, Baa--33.03%, Ba--28.81%,
B--5.52%, Caa--0.14%, Ca--0.06%, C--0.25% and D--0.13%.

RISK FACTORS OF INVESTING IN LOWER RATED MUNICIPAL SECURITIES. The market for
lower rated Municipal Securities is relatively new and its growth has paralleled
a long economic expansion. Past experience may not, therefore, provide an
accurate indication of future performance of this market, particularly during
periods of economic recession. An economic downturn or increase in interest
rates is likely to have a greater negative effect on this market, the value of
lower rated Municipal Securities in the Fund, the Fund's net asset value and the
ability of the bonds' issuers to repay principal and interest, meet projected
business goals and obtain additional financing than on higher rated securities.
These circumstances also may result in a higher incidence of defaults than with
respect to higher rated securities. An investment in this Fund may be considered
more speculative than investment in shares of a fund which invests primarily in
higher rated Municipal Securities.

Prices of lower rated Municipal Securities may be more sensitive to adverse
economic changes or individual issuer developments than higher rated
investments. Municipal Securities with longer maturities, which may have higher
yields, may increase or decrease in value more than Municipal Securities with
shorter maturities. Market prices of lower rated Municipal Securities structured
as zero coupon or pay-in-kind securities are affected to a greater extent by
interest rate changes and may be more volatile than securities which pay
interest periodically and in cash. When deemed appropriate and in the best
interests of shareholders, the Fund may incur additional expenses to seek
recovery on a Municipal Security on which the issuer has defaulted and to pursue
litigation to protect its interests as a debtholder.

14
<PAGE> 17

Because the market for lower rated securities may be thinner and less active
than for higher rated securities, there may be market price volatility for these
securities and limited liquidity in the resale market. Nonrated securities are
usually not as attractive to as many buyers as are rated securities, a factor
which may make nonrated securities less marketable. These factors may have the
effect of limiting the availability of the securities for purchase by the Fund
and may also limit the ability of the Fund to sell such securities at their fair
value either to meet redemption requests or in response to changes in the
economy or the financial markets. Adverse publicity and investor perceptions,
whether or not based on fundamental analysis, may decrease the values and
liquidity of lower rated Municipal Securities, especially in a thinly traded
market. To the extent the Fund owns or may acquire illiquid or restricted lower
rated Municipal Securities, these securities may involve special registration
responsibilities, liabilities and costs, and liquidity and valuation
difficulties. Changes in values of Municipal Securities which the Fund owns will
affect its net asset value per share. If market quotations are not readily
available for the Fund's lower rated or nonrated securities, these securities
will be valued by a method that the Trustees believe accurately reflects fair
value. See "Purchase of Shares -- General" herein and "Determination of Net
Asset Value" in the Statement of Additional Information. Judgment plays a
greater role in valuing lower rated Municipal Securities than with respect to
securities for which more external sources of quotations and last sale
information are available.

Special tax considerations are associated with investing in lower rated
Municipal Securities structured as zero coupon or pay-in-kind securities. The
Fund accrues income on these securities prior to the receipt of cash payments.
The Fund must distribute substantially all of its income to its shareholders to
qualify for pass-through treatment under the tax laws and may, therefore, have
to dispose of portfolio securities to satisfy cash distribution requirements for
shareholders who do not reinvest dividends.

While credit ratings are only one factor the Advisers rely on in evaluating
lower rated Municipal Securities, certain risks are associated with using credit
ratings. Credit ratings evaluate the safety of principal and interest payments,
not market value risk. Credit rating agencies may fail to timely change the
credit ratings to reflect subsequent events; however, the Advisers continuously
monitor the issuers of lower rated Municipal Securities in its portfolio in an
attempt to determine if the issuers will have a sufficient cash flow and profits
to meet required principal and interest payments. Achievement of the Fund's
investment objective may be more dependent upon the Advisers' credit analysis
than is the case for higher quality Municipal Securities. Credit ratings for
individual securities may change from time to time and the Fund may retain a
portfolio security whose rating has been changed.

Investors should consider carefully the additional risks associated with
investment in Municipal Securities which carry lower ratings.

15
<PAGE> 18

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

MUNICIPAL SECURITIES
- ------------------------------------------------------------------------------

Municipal Securities include debt obligations of a state, territory or
possession of the United States and the District of Columbia and their political
subdivisions, agencies and instrumentalities, issued to obtain funds for various
public purposes, including the construction of a wide range of public facilities
such as airports, highways, bridges, schools, hospitals, housing, mass
transportation, streets and water and sewer works. Other public purposes for
which Municipal Securities may be issued include refunding outstanding
obligations, obtaining funds for general operating expenses and obtaining funds
to lend to other public institutions and facilities. Certain types of Municipal
Securities are issued to obtain funding for privately operated facilities.

Many new issues of Municipal Securities are sold on a "when-issued" basis.
While the Fund has ownership rights to such Municipal Securities, the Fund does
not have to pay for them until they are delivered, normally 15 to 45 days later.
To meet that payment obligation, the Fund sets aside with the Custodian
sufficient cash or liquid securities equal to the amount that will be due. See
"Investment Practices -- Delayed Delivery and When-Issued Securities."

The yields of Municipal Securities depend on, among other things, general
money market conditions, general conditions of the Municipal Securities market,
size of a particular offering, the maturity of the obligation and rating of the
issue. The ratings of S&P and Moody's represent their opinions of the quality of
the Municipal Securities they undertake to rate. It should be emphasized,
however, that ratings are general and are not absolute standards of quality.
Consequently, Municipal Securities with the same maturity, coupon and rating may
have different yields while Municipal Securities of the same maturity and coupon
with different ratings may have the same yield. A description of the ratings is
included in the Statement of Additional Information.

The Fund considers investments in tax-exempt Municipal Securities not to be
subject to concentration policies and may invest a relatively high percentage of
the assets of the Fund in Municipal Securities issued by entities having similar
characteristics. The issuers may be located in the same geographic area or may
pay their interest obligations from revenue of similar projects such as
hospitals, utility systems and housing finance agencies. This may make the
Fund's investments more susceptible to similar economic, political or regulatory
occurrences. As the similarity in issuers increases, the potential for
fluctuation in the Fund's per share net asset value also increases. The Fund may
invest more than 25% of its total assets in Municipal Securities with similar
characteristics, such as industrial development revenue bonds, including
pollution control revenue bonds, housing finance agency bonds, or hospital
bonds. The Trust may not, however, invest more than 25% of its

16
<PAGE> 19

total assets of the Fund in industrial development revenue bonds, including
pollution control bonds, issued for companies in the same industry. See
restriction 5 under "Investment Practices -- Investment Restrictions." Sizeable
investments in such obligations could involve an increased risk to the Fund
should any of such issuers or any such related projects or facilities experience
financial difficulties.

The Fund has no fundamental policy limiting its investments in securities
whose issuers are located in the same state. However, it is not the present
intention of the Fund to invest more than 25% of the value of its total assets
in securities whose issuers are located in the same state.

From time to time, proposals have been introduced before Congress for the
purpose of restricting or eliminating the federal income tax exemption for
interest on Municipal Securities. It may be expected that similar proposals may
be introduced in the future. If any such proposal were to be enacted, the
ability of the Fund to pay "exempt-interest" dividends may be adversely affected
and the Fund would re-evaluate its investment objective and policies and
consider changes in its structure.

- ------------------------------------------------------------------------------
INVESTMENT PRACTICES
- ------------------------------------------------------------------------------

REPURCHASE AGREEMENTS. The Fund may enter into repurchase agreements with
domestic banks or broker-dealers in order to earn a return on temporarily
available cash. A repurchase agreement is a short-term investment in which the
purchaser (i.e., the Fund) acquires ownership of a debt security and the seller
agrees to repurchase the obligation at a future time and set price, thereby
determining the yield during the holding period. Repurchase agreements involve
certain risks in the event of default by the other party. The Fund will not
invest in repurchase agreements maturing in more than 7 days if any such
investment, together with any other illiquid securities held by the Fund,
exceeds 10% of the value of its net assets. In the event of the bankruptcy or
other default of a seller of a repurchase agreement, the Fund could experience
both delays in liquidating the underlying securities and loss including: (a)
possible decline in the value of the underlying security during the period while
the Fund seeks to enforce its rights thereto, (b) possible lack of access to
income on the underlying security during this period, and (c) expenses of
enforcing its rights.

For the purpose of investing in repurchase agreements, the Adviser may
aggregate the cash that substantially all of the funds advised or subadvised by
the Adviser would otherwise invest separately into a joint account. The cash in
the joint account is then invested and the funds that contributed to the joint
account share pro rata in the net revenue generated. The Adviser believes that
the joint account produces greater efficiencies and economies of scale that may
contribute to reduced transaction costs, higher returns, higher quality
investments and greater diversity of

17
<PAGE> 20

investments for the Fund than would be available to the Fund investing
separately. The manner in which the joint account is managed is subject to
conditions set forth in an SEC order authorizing this practice, which conditions
are designed to ensure the fair administration of the joint account and to
protect the amounts in that account.

VARIABLE RATE DEMAND NOTES. Variable rate demand notes ("VRDNs") are tax-
exempt obligations which contain a floating or variable interest rate adjustment
formula and which are subject to an unconditional right of demand to receive
payment of the principal balance plus accrued interest either at any time or at
specified intervals not exceeding one year and in either case upon no more than
7 days' notice. The interest rates are adjustable at intervals ranging from
daily ("floating rate") to up to one year to some prevailing market rate for
similar investments, such adjustment formula being calculated to maintain the
market value of the VRDN at approximately the par value of the VRDN upon the
adjustment date. The adjustments are typically based upon the prime rate of a
bank or some other appropriate interest rate adjustment index.

Investments by the Fund in VRDNs may also be made in the form of participation
interests ("Participating VRDNs") in variable rate tax-exempt obligations held
by a financial institution, typically a commercial bank ("institution").
Participating VRDNs provide the Fund with a specified undivided interest (up to
100%) in the underlying obligation and the right to demand payment of the unpaid
principal balance plus accrued interest on the Participating VRDNs from the
institution upon a specified number of days' notice, not to exceed 7 days. The
Fund has an undivided interest in the underlying obligation and thus
participates on the same basis as the institution in such obligation except that
the institution typically retains fees out of the interest paid on the
obligation for servicing the obligation and issuing the repurchase commitment.

STAND-BY COMMITMENTS. The Fund may acquire "stand-by commitments" with respect
to Municipal Securities held by it. Under a stand-by commitment, a bank or
dealer from which Municipal Securities are acquired agrees to purchase from the
Fund, at the Fund's option, the Municipal Securities at a specified price. Such
commitments are sometimes called "liquidity puts."

The amount payable to the Fund upon its exercise of a stand-by commitment is
normally (i) the Fund's acquisition cost of the Municipal Securities (excluding
any accrued interest which the Fund paid on their acquisition), less any
amortized market premium or plus any amortized market or original issue discount
during the period the Fund owned the securities, plus (ii) all interest accrued
on the securities since the last interest payment date during that period.
Stand-by commitments generally can be acquired when the remaining maturity of
the underlying Municipal Securities is not greater than one year, and are
exercisable by the Fund at any time before the maturity of such obligations.

18
<PAGE> 21

The Fund's right to exercise stand-by commitments is unconditional and
unqualified. A stand-by commitment generally is not transferable by the Fund,
although the Fund can sell the underlying Municipal Securities to a third party
at any time.

The Fund expects that stand-by commitments will generally be available without
the payment of any direct or indirect consideration. However, if necessary or
advisable, the Fund may pay for a stand-by commitment either separately in cash
or by paying a higher price for portfolio securities which are acquired subject
to the commitment (thus reducing the yield to maturity otherwise available for
the same securities). The total amount paid in either manner for outstanding
stand-by commitments held in the Fund will not exceed one half of 1% of the
value of the Fund's total assets calculated immediately after each stand-by
commitment is acquired. The Fund intends to enter into stand-by commitments only
with banks and dealers which, in the Adviser's opinion, present minimal credit
risks.

The Fund would acquire stand-by commitments solely to facilitate portfolio
liquidity and does not intend to exercise its rights thereunder for trading
purposes. The acquisition of a stand-by commitment would not affect the
valuation of the underlying Municipal Securities which would continue to be
valued in accordance with the method of valuation employed for the Fund in which
they are held. Stand-by commitments acquired by the Fund would be valued at zero
in determining net asset value. Where the Fund paid any consideration directly
or indirectly for a stand-by commitment, its costs would be reflected as
unrealized depreciation for the period during which the commitment was held by
the Fund.

DELAYED DELIVERY AND WHEN-ISSUED SECURITIES. Municipal Securities may at times
be purchased or sold on a delayed delivery or a when-issued basis. These
transactions arise when securities are purchased or sold by a Fund with payment
and delivery taking place in the future, often a month or more after the
purchase. The payment obligation and the interest rate are each fixed at the
time the Fund enters into the commitment. The Fund will only make commitments to
purchase such securities with the intention of actually acquiring the
securities, but the Fund may sell these securities prior to settlement date if
it is deemed advisable. Purchasing Municipal Securities on a when-issued basis
involves the risk that the yields available in the market when the delivery
takes place may actually be higher than those obtained in the transaction
itself; if yields so increase, the value of the when-issued obligation will
generally decrease. The Fund maintains a separate account at its custodian bank
consisting of cash or liquid high grade debt obligations (valued on a daily
basis) equal at all times to the amount of any when-issued commitment.

FUTURES CONTRACTS AND RELATED OPTIONS. The Fund may engage in transactions in
listed futures contracts and related options. Such transactions may be in listed
futures contracts based upon The Bond Buyer Municipal Bond Index (the "In-

19
<PAGE> 22

dex"), a price weighted measure of the market value of 40 large sized, recent
issues of tax-exempt bonds or in listed contracts based on U.S. Government
securities.

Futures contracts and options thereon may be used for defensive hedging or
anticipatory hedging purposes, depending upon the composition of the Fund and
the Adviser's expectations concerning the securities markets. See the Statement
of Additional Information for discussion of futures contracts and related
options.

Potential Risks of Futures Contracts and Related Options. The purchase and
sale of futures contracts and related options involve risks different from those
involved with direct investments in underlying securities. While utilization of
futures contracts and related options may be advantageous to a Fund, if the
Adviser is not successful in employing such instruments in managing the Fund's
investments, the Fund's performance will be worse than if the Fund did not make
such investments. In addition, the Fund would pay commissions and other costs in
connection with such investments, which may increase the Fund's expenses and
reduce its return. The Fund may not purchase or sell futures contracts or
related options for which the aggregate initial margin and premiums exceed 5% of
the fair market value of the Fund's assets. In order to prevent leverage in
connection with the purchase of futures contracts thereon by the Fund, an amount
of cash, cash equivalents or liquid high grade debt securities equal to the
market value of the obligation under the futures contract or option (less any
related margin deposits) will be maintained in a segregated account with the
Custodian.

PORTFOLIO TURNOVER. The Fund may purchase or sell securities without regard to
the length of time the security has been held to take advantage of short-term
differentials in bond yields consistent with its objective of seeking tax-exempt
interest income. The Fund may engage in short-term trading if the anticipated
benefits are expected by the Adviser to exceed the transaction costs. The annual
turnover rate for the Fund is expected to vary from year to year depending on
market conditions. A 100% turnover rate would occur, for example, if all the
securities in the Fund were replaced in a period of one year. Municipal
Securities with remaining maturities of less than one year are excluded in the
computation of the portfolio turnover rate. Higher portfolio turnover involves
higher transaction costs and may result in realization of short-term capital
gains if securities are held for one year or less. Such gains are taxable to
shareholders as ordinary income except to the extent such gains are offset by
any capital losses. Portfolio turnover is not a limiting factor in making
portfolio decisions, except as limited by the Internal Revenue Code's
requirements for qualification as a regulated investment company. See "Federal
Tax Information" in the Statement of Additional Information.

PORTFOLIO TRANSACTIONS AND BROKERAGE. The Adviser is responsible for the
placement of orders for the purchase and sale of portfolio securities for the
Fund. The Municipal Securities and other obligations in which the Fund invests
are traded primarily in the over-the-counter market. Such securities are
generally traded on a

20
<PAGE> 23

net basis with dealers acting as principal for their own accounts without a
stated commission, although the prices of the securities usually include a
profit to the dealers. In underwritten offerings, securities are purchased at a
fixed price which includes an amount of compensation to the underwriter,
generally referred to as the underwriter's concession or discount. It is the
policy of the Fund to obtain the best net results taking into account such
factors as price (including the applicable dealer spread), the size, type and
difficulty of the transaction involved, the firm's general execution and
operational facilities, and the firm's risk in positioning the securities
involved and the provision of supplemental investment research by the firm.
While the Fund generally seeks reasonably competitive spreads or commissions,
the Fund will not necessarily be paying the lowest spread or commission
available. Brokerage commissions are paid on transactions in futures contracts
and options thereon. The Adviser is authorized to place portfolio transactions
with broker-dealers participating in the distribution of shares of the Fund and
other Van Kampen American Capital funds if they reasonably believe that the
quality of the execution and any commission are comparable to that available
from other qualified firms. The Adviser is authorized to pay higher commissions
to brokerage firms that provide them 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.

INVESTMENT RESTRICTIONS. The Fund has adopted certain investment restrictions
which, like the investment objective, may not be changed without approval by a
majority vote (as defined in the 1940 Act) of the outstanding shares of the
Fund. These restrictions provide, among other things, that the Fund may not:

1. Invest in securities other than Municipal Securities, Temporary Investments
(as defined herein), stand-by commitments, futures contracts described in
the next paragraph, and options on such contracts;

2. Purchase or sell commodities or commodity contracts except that the Fund
may purchase, hold and sell listed futures contracts related to U.S.
Government securities, Municipal Securities or to an index of Municipal
Securities;

3. Invest more than 5% of its total assets at market value at the time of
purchase in the securities of any one issuer (other than obligations of the
United States Government or any agency or instrumentality thereof);

4. Borrow money, except that the Fund may borrow from banks to meet
redemptions or for other temporary or emergency purposes, with such
borrowing not to exceed 5% of the total assets of the Fund at market value
at the time of borrowing. Any such borrowing may be secured provided that
not more than 10% of the total assets of the Fund at market value at the
time of pledging may be used as security for such borrowings; or

21
<PAGE> 24

5. Purchase any securities which would cause more than 25% of the value of the
Fund's total assets at the time of purchase to be invested in the
securities of one or more issuers conducting their principal business
activities in the same industry; provided that this limitation shall not
apply to Municipal Securities or governmental guarantees of Municipal
Securities; and provided, further, that for the purpose of this limitation
only, industrial development bonds that are considered to be issued by
non-governmental users shall not be deemed to be Municipal Securities.

Each state and each political subdivision, agency or instrumentality of such
state, and each multi-state agency of which a state is a member is a separate
"issuer" as that term is used in this Prospectus. The non-government user of
facilities financed by industrial development or pollution control bonds is also
considered as a separate issuer. In certain circumstances, the guarantor of a
guaranteed security may also be considered to be an issuer in connection with
such guarantee.

- ------------------------------------------------------------------------------
INVESTMENT ADVISORY SERVICES
- ------------------------------------------------------------------------------

THE ADVISER. The Adviser is a wholly-owned subsidiary of Van Kampen American
Capital, Inc. ("Van Kampen American Capital"). Van Kampen American Capital is a
diversified asset management company with more than two million retail investor
accounts, extensive capabilities for managing institutional portfolios, and more
than $50 billion under management or supervision. Van Kampen American Capital's
more than 40 open-end and 38 closed-end funds and more than 2,800 unit
investment trusts are professionally distributed by leading financial advisers
nationwide. Van Kampen American Capital Distributors, Inc., the Distributor of
the Trust and the sponsor of the funds mentioned above, is also a wholly-owned
subsidiary of Van Kampen American Capital.

Van Kampen American Capital is a wholly-owned subsidiary of VK/AC Holding,
Inc. VK/AC Holding, Inc. is controlled, through the ownership of a substantial
majority of its common stock, by the Clayton & Dubilier Private Equity Fund IV
Limited Partnership ("C&D L.P."), a Connecticut limited partnership. C&D L.P. is
managed by Clayton, Dubilier & Rice, Inc., a New York based private investment
firm. The General Partner of C&D L.P. is Clayton & Dubilier Associates IV
Limited Partnership ("C&D Associates L.P."). The general partners of C&D
Associates L.P. are Joseph L. Rice, III, B. Charles Ames, William A. Barbe,
Alberto Cribiore, Donald J. Gogel, Leon J. Hendrix, Jr., Hubbard C. Howe and
Andrall E. Pearson, each of whom is a principal of Clayton, Dubilier & Rice,
Inc. In addition, certain officers, directors and employees of Van Kampen
American Capital own, in the aggregate, not more than 7% of the common stock of
VK/AC Holding, Inc. and have the right to acquire, upon the exercise of options,
approximately an additional 13% of the common stock of VK/AC Holding, Inc.
Presently

22
<PAGE> 25

and after giving effect to the exercise of such options, no officer or trustee
of the Trust owns or would own 5% or more of the common stock of VK/AC Holding,
Inc.

ADVISORY AGREEMENTS. The Fund retains the Adviser to manage the investment of
its assets and to place orders for the purchase and sale of its portfolio
securities. Under an investment advisory agreement between the Adviser and the
Fund (the "Advisory Agreement"), the Fund pays the Adviser a monthly fee
computed on average daily net assets of the Fund as follows:

<TABLE>
<CAPTION>
AVERAGE DAILY NET
ASSETS % PER ANNUM
------------------------------------------------ -------------
<S> <C>
First $300 million.............................. 0.60 of 1.00%
Next $300 million............................... 0.55 of 1.00%
Over $600 million............................... 0.50 of 1.00%
</TABLE>

Under the Advisory Agreement, the Fund also reimburses the Adviser for the
costs of the Fund's accounting services, which include maintaining its financial
books and records and calculating the daily net asset value of the Fund.
Operating expenses paid by the Fund include shareholder service agency fees,
distribution fees, service fees, custodian fees, legal and accounting fees, the
costs of reports and proxies to shareholders, trustees' fees, and all other
business expenses not specifically assumed by the Adviser. Advisory (management)
fees and total operating expense ratios are shown under the caption "Annual Fund
Operating Expenses and Example" herein.

<TABLE>
<CAPTION>
AVERAGE DAILY NET
ASSETS % PER ANNUM
------------------------------------------------ -------------
<S> <C>
First $20 million............................... 0.40 of 1.00%
Next $30 million................................ 0.25 of 1.00%
Over $50 million................................ 0.15 of 1.00%
</TABLE>

From time to time, as the Adviser and/or the Distributor may deem appropriate,
they may voluntarily undertake to reduce the Trust's expenses by reducing the
fees payable to them to the extent of, or bearing expenses in excess of, such
limitations as they may establish.

23
<PAGE> 26

The Adviser may utilize, at its own expense, credit analysis, research and
trading support services provided by its affiliate, Van Kampen American Capital
Investment Advisory Corp.

PERSONAL INVESTMENT POLICIES. The Fund and the Advisers have adopted Codes of
Ethics designed to recognize the fiduciary relationship between the Fund and the
Advisers and its employees. The Codes permit directors/trustees, officers and
employees to buy and sell securities for their personal accounts subject to
certain restrictions. Persons with access to certain sensitive information are
subject to pre-clearance and other procedures designed to prevent conflicts of
interest.

PORTFOLIO MANAGEMENT. Mr. Wayne D. Godlin has been primarily responsible for
the day-to-day management of the Fund's investment portfolio since March 1990.
Mr. Godlin has been Vice President of the Adviser since March 1990 and has been
Vice President of Van Kampen American Capital Investment Advisory Corp. since
June 1995. Mr. Godlin has been Vice President of the Subadviser since September
1993. He was previously a securities analyst and portfolio manager with the
Adviser.

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

ALTERNATIVE SALES ARRANGEMENTS
- ------------------------------------------------------------------------------

The Alternative Sales Arrangements permits an investor to choose the method of
purchasing shares of each Fund that is most beneficial given the amount of the
purchase and the length of time the investor expects to hold the shares.

CLASS A SHARES. Class A shares are sold at net asset value plus an initial
maximum sales charge of up to 4.75% of the offering price (4.99% of the net
amount invested), reduced on investments of $100,000 or more. Investments of $1
million or more are not subject to any sales charge at the time of purchase, but
a contingent deferred sales charge of 1.00% may be imposed on certain
redemptions made within one year of the purchase. Class A shares of each Fund
are subject to an ongoing service fee at an annual rate of up to 0.25% of the
Fund's aggregate average daily net assets attributable to the Class A shares.
Certain purchases of Class A shares qualify for reduced initial sales charges.
See "Purchase of Shares -- Class A Shares."

CLASS B SHARES. Class B shares are sold at net asset value and are subject to
a deferred sales charge if they are redeemed within 5 years of purchase. Class B
shares are subject to an ongoing service fee at an annual rate of up to 0.25% of
the Fund's aggregate average daily net assets attributable to the Class B shares
and an ongoing distribution fee at an annual rate of up to 0.75% of the Fund's
aggregate average daily net assets attributable to the Class B shares. Class B
shares enjoy the benefit of permitting all of the investor's dollars to work
from the time the investment is made. The ongoing distribution fee paid by Class
B shares will cause

24
<PAGE> 27

such shares to have a higher expense ratio and to pay lower dividends than those
related to Class A shares. See "Purchase of Shares -- Class B Shares." Class B
shares of each Fund will automatically convert to Class A shares 6 years after
the end of the calendar month in which the shareholder's order to purchase was
accepted. See "Conversion Feature" herein for discussion on applicability of the
conversion feature to Class B shares.

CLASS C SHARES. Class C shares are sold at net asset value and are subject to
a deferred sales charge if redeemed within one year of purchase. Class C shares
are subject to an ongoing service fee at an annual rate of up to 0.25% of the
Fund's aggregate average daily net assets attributable to the Class C shares and
an ongoing distribution fee at an annual rate of up to 0.75% of the Fund's
aggregate average daily net assets attributable to the Class C shares. Class C
shares enjoy the benefit of permitting all of the investor's dollars to work
from the time the investment is made. The ongoing distribution fee paid by Class
C shares will cause such shares to have a higher expense ratio and to pay lower
dividends than those related to Class A shares. See "Purchase of Shares -- Class
C Shares." Class C shares will automatically convert to Class A shares 10 years
after the end of the calendar month in which the shareholder's order to purchase
was accepted. See "Conversion Feature" herein for discussion on applicability of
the conversion feature to Class C shares.

CONVERSION FEATURE. Class B shares and Class C shares of each Fund will
automatically convert to Class A shares 6 or 10 years, respectively, after the
end of the calendar month in which the shares were purchased and will no longer
be subject to the distribution fee. Such conversion will be on the basis of the
relative net asset values per share, without the imposition of any sales load,
fee or other charge. The purpose of the conversion feature is to relieve the
holders of the Class B shares and Class C shares of each Fund that have been
outstanding for a period of time sufficient for the Distributor to have been
substantially compensated for distribution expenses related to the Class B
shares or Class C shares as the case may be, from the burden of the ongoing
distribution fee.

For purposes of conversion to Class A, shares purchased through the
reinvestment of dividends and distributions paid on Class B shares and Class C
shares in a shareholder's Fund account will be considered to be held in a
separate sub-account. Each time any Class B shares or Class C shares in the
shareholder's Fund account (other than those in the sub-account) convert to
Class A shares, an equal pro rata portion of the Class B shares or Class C
shares in the sub-account will also convert to Class A shares.

The conversion of Class B shares and Class C shares to Class A shares is
subject to the continuing availability of an opinion of counsel to the effect
that (i) the assessment of the distribution fee and higher transfer agency costs
with respect to Class B shares and Class C shares does not result in the Trust's
dividends or distributions constituting "preferential dividends" under the
Internal Revenue

25
<PAGE> 28

Code, as amended (the "Code"), and (ii) the conversion of shares does not
constitute a taxable event under federal income tax law. The conversion of Class
B shares and Class C shares may be suspended if such an opinion is no longer
available. In that event, no further conversions of Class B shares or Class C
shares would occur, and shares might continue to be subject to the distribution
fee for an indefinite period which may extend beyond the period ending 6 or 10
years, respectively, after the end of the calendar month in which the
shareholder's order to purchase was accepted.

FACTORS FOR CONSIDERATION. In deciding which class of shares to purchase,
investors should take into consideration their investment goals, present and
anticipated purchase amounts, time horizons and temperaments. Investors should
consider whether, during the anticipated life of their investment in the Fund,
the accumulated distribution fees and contingent deferred sales charges on Class
B shares or Class C shares prior to conversion would be less than the initial
sales charge on Class A shares purchased at the same time, and to what extent
such differential would be offset by the higher dividends per share on Class A
shares. To assist investors in making this determination, the table under the
caption "Annual Fund Operating Expenses and Example" sets forth examples of the
charges applicable to each class of shares. In this regard, Class A shares may
be more beneficial to the investor who qualifies for reduced initial sales
charges, as described herein under "Purchase of Shares -- Class A Shares." It is
presently the policy of the Distributor not to accept any order in an amount of
$500,000 or more for Class B shares or any order of $1 million or more for Class
C shares.

Class A shares are not subject to an ongoing distribution fee and,
accordingly, receive correspondingly higher dividends per share. However,
because initial sales charges are deducted at the time of purchase for accounts
under $1 million, investors in Class A shares do not have all their funds
invested initially and, therefore, initially own fewer shares. Other investors
might determine that it is more advantageous to purchase either Class B shares
or Class C shares and have all their funds invested initially, although
remaining subject to ongoing distribution fees and, for a five-year or one-year
period, respectively, being subject to a contingent deferred sales charge.
Ongoing distribution fees on Class B shares and Class C shares will be offset to
the extent of the additional funds originally invested and any return realized
on those funds. However, there can be no assurance as to the return, if any,
which will be realized on such additional funds. For investments held for 10
years or more, the relative value upon liquidation of the 3 classes tends to
favor Class A shares or Class B shares, rather than Class C shares.

Class A shares may be appropriate for investors who prefer to pay the sales
charge up front, want to take advantage of the reduced sales charges available
on larger investments, wish to maximize their current income from the start,
prefer not to pay redemption charges and/or have a longer-term investment
horizon. In

26
<PAGE> 29

addition, the check writing privilege is only available for Class A shares (see
"Shareholder Services -- Shareholder Services Applicable to Class A Shareholders
Only -- Check Writing Privilege"). Class B shares may be appropriate for
investors who wish to avoid a front-end sales charge, put 100% of their
investment dollars to work immediately, and/or have a longer-term investment
horizon. Class C shares may be appropriate for investors who wish to avoid a
front-end sales charge, put 100% of their investment dollars to work
immediately, have a shorter-term investment horizon and/or desire a short
contingent deferred sales charge schedule.

The distribution expenses incurred by the Distributor in connection with the
sale of the shares will be reimbursed, in the case of Class A shares, from the
proceeds of the initial sales charge and, in the case of Class B shares and
Class C shares, from the proceeds of the ongoing distribution fee and any
contingent deferred sales charge incurred upon redemption within 5 years or 1
year, respectively, or purchase. Sales personnel of broker-dealers distributing
each Fund's shares and other persons entitled to receive compensation for
selling such shares may receive differing compensation for selling such shares.
INVESTORS SHOULD UNDERSTAND THAT THE PURPOSE AND FUNCTION OF THE CONTINGENT
DEFERRED SALES CHARGE AND ONGOING DISTRIBUTION FEE WITH RESPECT TO THE CLASS B
SHARES AND CLASS C SHARES OF EACH FUND ARE THE SAME AS THOSE OF THE INITIAL
SALES CHARGE WITH RESPECT TO CLASS A SHARES. SEE "DISTRIBUTION PLANS."

GENERAL. Dividends paid by each Fund with respect to Class A shares, Class B
shares and Class C shares will be calculated in the same manner at the same time
on the same day, except that the distribution fees and any incremental transfer
agency costs relating to Class B shares or Class C shares will be borne by the
respective class. See "Distributions from the Fund." Shares of each Fund may be
exchanged, subject to certain limitations, for shares of the same class of other
mutual funds distributed by the Distributor. See "Shareholder
Services -- Exchange Privilege."

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

PURCHASE OF SHARES
- ------------------------------------------------------------------------------

GENERAL

The Fund offers 3 classes of shares to the general public on a continuous
basis through the Distributor as principal underwriter, which is located at One
Parkview Plaza, Oakbrook Terrace, Illinois 60181. Shares are also offered
through members of the National Association of Securities Dealers, Inc. ("NASD")
who are acting as securities dealers ("dealers") and NASD members or eligible
non-NASD members who are acting as brokers or agents for investors ("brokers").
The term "dealers" and "brokers" are sometimes referred to herein as "authorized
dealers."

27
<PAGE> 30

Initial investments must be at least $500 for each class of shares and
subsequent investments must be at least $25 for each class of shares. Both
minimums may be waived by the Distributor for shares involving periodic
investments. Shares of the Fund may be sold in foreign countries where
permissible. The Fund and the Distributor reserve the right to refuse any order
for the purchase of shares. The Fund also reserves the right to suspend the sale
of the Fund's shares in response to conditions in the securities markets or for
other reasons.

Shares may be purchased on any business day through authorized dealers. Shares
may also be purchased by completing the application accompanying this Prospectus
and forwarding the application, through the authorized dealer, to the
shareholder service agent, ACCESS Investor Services, Inc., a wholly-owned
subsidiary of Van Kampen American Capital ("ACCESS"). When purchasing shares of
the Fund, investors must specify whether the purchase is for Class A shares,
Class B shares or Class C shares.

Shares are offered at the next determined net asset value per share, plus a
front-end or contingent deferred sales charge depending on the class of shares
chosen by the investor, as shown in the tables herein. Net asset value per share
for each class is computed as of the close of trading on the New York Stock
Exchange (the "Exchange") (currently 4:00 p.m., New York time) each day the
Exchange is open. Net asset value per share for each class is determined by
dividing the value of the Fund's securities, cash and other assets (including
accrued interest) attributable to such class, less all liabilities (including
accrued expenses) attributable to such class, by the total number of shares of
the class outstanding. The Fund's investments are valued by an independent
pricing service.

Generally, the net asset values per share of the Class A shares, Class B
shares and Class C shares are expected to be substantially the same. Under
certain circumstances, however, the per share net asset values of the Class A
shares, Class B shares and Class C shares may differ from one another,
reflecting the daily expense accruals of the distribution and higher transfer
agency fees applicable with respect to the Class B shares and Class C shares and
the differential in the dividends paid on the classes of shares. The price paid
for shares purchased is based on the next calculation of net asset value (plus
sales charges, where applicable) after an order is received by an authorized
dealer provided such order is transmitted to the Distributor prior to the
Distributor's close of business on such day. Orders received by authorized
dealers after the close of the Exchange are priced based on the next close,
provided they are received by the Distributor prior to the Distributor's close
of business on such day. It is the responsibility of authorized dealers to
transmit orders received by them to the Distributor so they will be received
prior to such time. Orders of less than $500 are mailed by the authorized dealer
and processed at the offering price next calculated after acceptance by ACCESS.

28
<PAGE> 31

Each class of shares represents an interest in the same portfolio of
investments, has the same rights and is identical in all respects, except that
(i) Class B shares and Class C shares bear the expenses of the deferred sales
arrangement and any expenses (including the distribution fee and incremental
transfer agency costs) resulting from such sales arrangement, (ii) generally,
each class has exclusive voting rights with respect to approvals of the Rule
12b-1 distribution plan pursuant to which its distribution fee and/or service
fee is paid which relate to a specific class, and (iii) Class B shares and Class
C shares are subject to a conversion feature. Each class has different exchange
privileges and certain different shareholder service options available. See
"Distribution Plans" and "Shareholder Services." The net income attributable to
Class B shares and Class C shares and the dividends payable on Class B shares
and Class C shares will be reduced by the amount of the distribution fee and
incremental transfer agency expenses associated with such class of shares. Sales
personnel of broker-dealers distributing the Fund's shares and other persons
entitled to receive compensation for selling such shares may receive differing
compensation for selling Class A shares, Class B shares or Class C shares.

Agreements are in place which provide, among other things and subject to
certain conditions, for certain favorable distribution arrangements for shares
of the Fund with subsidiaries of The Travelers Inc.

The Distributor may from time to time implement programs under which a broker,
dealer or financial intermediary's sales force may be eligible to win nominal
awards for certain sales efforts or under which the Distributor will reallow to
any broker, dealer or financial intermediary that sponsors sales contests or
recognition programs conforming to criteria established by the Distributor, or
participates in sales programs sponsored by the Distributor, an amount not
exceeding the total applicable sales charges on the sales generated by the
broker, dealer or financial intermediaries at the public offering price during
such programs. Other programs provide, among other things and subject to certain
conditions, for certain favorable distribution arrangements for shares of the
Fund. Also, the Distributor in its discretion may from time to time, pursuant to
objective criteria established by the Distributor, pay fees to, and sponsor
business seminars for, qualifying brokers, dealers or financial intermediaries
for certain services or activities which are primarily intended to result in
sales of shares of the Fund. Fees may include payment for travel expenses,
including lodging, incurred in connection with trips taken by invited registered
representatives and members of their families to locations within or outside of
the United States for meetings or seminars of a business nature. Such fees paid
for such services and activities with respect to the Fund will not exceed in the
aggregate 1.25% of the average total daily net assets of the Fund on an annual
basis. The Distributor may provide additional compensation to Edward D. Jones &
Co. or an affiliate thereof based on a combination of its sales of shares and
increases in assets under management. All of the foregoing payments

29
<PAGE> 32

are made by the Distributor out of its own assets. These programs will not
change the price an investor will pay for shares or the amount that a Fund will
receive from such sale.

CLASS A SHARES

The public offering price of Class A shares is the next determined net asset
value plus a sales charge, as set forth below.

SALES CHARGE TABLE

<TABLE>
<CAPTION>
REALLOWED TO
DEALERS (AS
AS % OF AS % OF A %
SIZE OF OFFERING NET AMOUNT OF OFFERING
INVESTMENT PRICE INVESTED PRICE)
- ---------------------------------------------------------------------------
<S> <C> <C> <C>
Less than $100,000.............. 4.75% 4.99% 4.25%
$100,000 but less than
$250,000...................... 3.75% 3.90% 3.25%
$250,000 but less than
$500,000...................... 2.75% 2.83% 2.25%
$500,000 but less than
$1,000,000.................... 2.00% 2.04% 1.75%
$1,000,000 and over............. * * *
- ------------------------------------------------------------------------------
</TABLE>

* No sales charge is payable at the time of purchase on investments of
$1 million or more, although for such investments the Fund imposes a
contingent deferred sales charge of 1.00% on redemptions within one
year of the purchase. The contingent deferred sales charge incurred
upon redemption is paid to the Distributor in reimbursement for
distribution-related expenses. A commission will be paid to authorized
dealers who initiate and are responsible for purchases of $1 million
or more as follows: 1.00% on sales to $2 million, plus 0.80% on the
next million, plus 0.20% on the next $2 million and 0.08% on the
excess over $5 million.

In addition to the reallowances from the applicable public offering price
described herein, the Distributor may, from time to time, pay or allow
additional reallowances or promotional incentives, in the form of cash or other
compensation, to authorized dealers that sell shares of the Fund. Authorized
dealers which are reallowed all or substantially all of the sales charges may be
deemed to be underwriters for purposes of the Securities Act of 1933.

The Distributor may also pay financial institutions (which may include banks)
and other industry professionals that provide services to facilitate
transactions in shares of the Fund for their clients a transaction fee up to the
level of the reallowance allowable to authorized dealers described herein. Such
financial institutions, other industry professionals and dealers are hereinafter
referred to as "Service Organizations." Banks are currently prohibited under the
Glass-Steagall Act from

30
<PAGE> 33

providing certain underwriting or distribution services. If banking firms were
prohibited from acting in any capacity or providing any of the described
services, the Distributor would consider what action, if any, would be
appropriate. The Distributor does not believe that termination of a relationship
with a bank would result in any material adverse consequences to the Fund. State
securities laws regarding registration of banks and other financial institutions
may differ from the interpretations of federal law expressed herein, and banks
and other financial institutions may be required to register as dealers pursuant
to certain state laws.

QUANTITY DISCOUNTS

Investors purchasing Class A shares may under certain circumstances be
entitled to pay reduced sales charges. The circumstances under which such
investors may pay reduced sales charges are described below.

Investors, or their authorized dealers, must notify the Fund whenever a
quantity discount is applicable to purchases. Upon such notification, an
investor will receive the lowest applicable sales charge. Quantity discounts may
be modified or terminated at any time. For more information about quantity
discounts, investors should contact their authorized dealers or the Distributor.

A person eligible for a reduced sales charge includes an individual, their
spouse and minor children and any corporation, partnership or sole
proprietorship which is 100% owned, either alone or in combination, by any of
the foregoing; a trustee or other fiduciary purchasing for a single fiduciary
account, or a "company" as defined in Section 2(a)(8) of the 1940 Act.

As used herein, "Participating Funds" refers to all open-end investment
companies distributed by the Distributor other than Van Kampen American Capital
Tax Free Money Fund ("Tax Free Money Fund"), Van Kampen American Capital Reserve
Fund ("Reserve Fund") and The Govett Funds, Inc.

Volume Discounts. The size of investment shown in the preceding table applies
to the total dollar amount being invested by any person in shares of the Fund,
or in any combination of shares of the Fund and shares of other Participating
Funds, although other Participating Funds may have different sales charges.

Cumulative Purchase Discount. The size of investment shown in the preceding
table may also be determined by combining the amount being invested in shares of
the Participating Funds plus the current offering price of all shares of the
Participating Funds which have been previously purchased and are still owned.

Letter of Intent. A Letter of Intent provides an opportunity for an investor
to obtain a reduced sales charge by aggregating the investments over a 13-month
period to determine the sales charge as outlined in the preceding table. The
size of investment shown in the preceding table also includes purchases of
shares of the

31
<PAGE> 34

Participating Funds over a 13-month period based on the total amount of intended
purchases plus the value of all shares of the Participating Funds previously
purchased and still owned. An investor may elect to compute the 13-month period
starting up to 90 days before the date of execution of a Letter of Intent. Each
investment made during the period receives the reduced sales charge applicable
to the total amount of the investment goal. If the goal is not achieved within
the period, the investor must pay the difference between the charges applicable
to the purchases made and the charges previously paid. The initial purchase must
be for an amount equal to at least 5% of the minimum total purchased amount of
the level selected. If trades not initially made under a Letter of Intent
subsequently qualify for a lower sales charge through the 90-day back-dating
provisions, an adjustment will be made at the expiration of the Letter of Intent
to give effect to the lower charge. Such adjustment in sales charge will be used
to purchase additional shares for the shareholder at the applicable discount
category. Additional information is contained in the application accompanying by
this Prospectus.

OTHER PURCHASE PROGRAMS

Purchases of Class A shares may be entitled to reduced initial sales charges
in connection with unit trust reinvestment programs and purchases by registered
representatives of selling firms or purchases by persons affiliated with the
Fund or the Distributor. The Fund reserves the right to modify or terminate
these arrangements at any time.

Unit Trust Reinvestment Programs. The Fund permits unitholders of unit
investment trusts to reinvest distributions from such trusts in Class A shares
of the Fund at net asset value, and with no minimum initial or subsequent
investment requirement if the administrator of an investor's unit investment
trust program meets certain uniform criteria relating to cost savings by the
Fund and the Distributor. The total sales charge for all other investments made
from unit trust distributions will be 1.00% of the offering price (1.01% of net
asset value). Of this amount, the Distributor will pay to the broker, dealer or
financial intermediary, if any, through which such participation in the
qualifying program was initiated 0.50% of the offering price as a dealer
concession or agency commission. Persons desiring more information with respect
to this program, including the applicable terms and conditions thereof, should
contact their securities broker, dealer, financial intermediary or the
Distributor.

The administrator of such a unit investment trust must have an agreement with
the Distributor pursuant to which the administrator will (1) submit a single
bulk order and make payment with a single remittance for all investments in the
Fund during each distribution period by all investors who choose to invest in
the Fund through the program and (2) provide ACCESS with appropriate backup data
for

32
<PAGE> 35

each participating investor in a computerized format fully compatible with
ACCESS' processing system.

As further requirements for obtaining these special benefits, the Fund also
requires that all dividends and other distributions by the Fund be reinvested in
additional shares without any systematic withdrawal program. There will be no
minimum for reinvestments from unit investment trusts. The Fund will send
account activity statements to such participants on a monthly basis only, even
if their investments are made more frequently. The Fund reserves the right to
modify or terminate this program at any time.

NAV Purchase Options. Class A shares of the Fund may be purchased at net asset
value, upon written assurance that the purchase is made for investment purposes
and that the shares will not be resold except through redemption by such Fund,
by:

(1) Current or retired Trustees/Directors of funds advised by the Adviser, Van
Kampen American Capital Investment Advisory Corp. or John Govett & Co.
Limited and such persons' families and their beneficial accounts.

(2) Current or retired directors, officers and employees of VK/AC Holding,
Inc. and any of its subsidiaries, Clayton, Dubilier & Rice, Inc.,
employees of an investment subadviser to any fund, described in (1) above,
or an affiliate of such subadviser; and such persons' families and their
beneficial accounts.

(3) Directors, officers, employees and registered representatives of financial
institutions that have a selling group agreement with the Distributor and
their spouses and minor children when purchasing for any accounts they
beneficially own, or, in the case of any such financial institution, when
purchasing for retirement plans for such institution's employees.

(4) Registered investment advisers, trust companies and bank trust departments
investing on their own behalf or on behalf of their clients provided that
the aggregate amount invested in the Fund alone, or in any combination of
shares of the Fund and shares of other Participating Funds as described
herein under "Purchase of Shares -- Class A Shares -- Volume Discounts,"
during the 13-month period commencing with the first investment pursuant
hereto which equals at least $1 million. The Distributor may pay Service
Organizations through which purchases are made of an amount up to 0.50% of
the amount invested, over a 12-month period following such transaction.

(5) Trustees and other fiduciaries purchasing shares for retirement plans of
organizations with retirement plan assets of $10 million or more. The
Distributor may pay commissions of up to 1.00% for such purchases.

(6) Accounts as to which a bank or broker-dealer charges an account management
fee ("wrap accounts"), provided the bank or broker-dealer has a separate
agreement with the Distributor.

33
<PAGE> 36

(7) Investors purchasing shares of the Fund with redemption proceeds from
other mutual fund complexes on which the investor has paid a front-end
sales charge or was subject to a deferred sales charge, whether or not
paid, if such redemption has occurred no more than 30 days prior to such
purchase.

The term "families" includes a person's spouse, minor children and
grandchildren, parents, and a person's spouse's parents.

Purchase orders made pursuant to clause (4) may be placed either through
authorized dealers as described above or directly with ACCESS by the investment
adviser, trust company or bank trust department, provided that ACCESS receives
federal funds for the purchase by the close of business on the next business day
following acceptance of the order. An authorized dealer or financial institution
may charge a transaction fee for placing an order to purchase shares pursuant to
this provision or for placing a redemption order with respect to such shares.
Service Organizations will be paid a service fee as described herein under
"Distribution Plans" on purchases made as described in (3) through (7) above.
The Fund may terminate, or amend the terms of, offering shares of the Funds at
net asset value to such groups at any time.

CLASS B SHARES

Class B shares are offered at the next determined net asset value. Class B
shares which are redeemed within 5 years of purchase are subject to a contingent
deferred sales charge at the rates set forth in the following table charged as a
percentage of the dollar amount subject thereto. The charge is assessed on an
amount equal to the lesser of the then current market value or the cost of the
shares being redeemed. Accordingly, no sales charge is imposed on increases in
net asset value above the initial purchase price. In addition, no charge is
assessed on shares derived from reinvestment of dividends or capital gains
distributions.

34
<PAGE> 37

The amount of the contingent deferred sales charge, if any, varies depending
on the number of years from the time of payment for the purchase of Class B
shares until the time of redemption of such shares. Solely for purposes of
determining the number of years from the time of any payment for the purchase of
shares, all payments during a month are aggregated and deemed to have been made
on the last day of the month.

<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------
CONTINGENT DEFERRED SALES CHARGE
AS A PERCENTAGE OF
YEAR SINCE PURCHASE DOLLAR AMOUNT SUBJECT TO CHARGE
<S> <C>
- ------------------------------------------------------------------------------
First........................................ 4.00%
Second....................................... 4.00%
Third........................................ 3.00%
Fourth....................................... 2.50%
Fifth........................................ 1.50%
Sixth........................................ None
- ------------------------------------------------------------------------------
</TABLE>

In determining whether a contingent deferred sales charge is applicable to a
redemption, it is assumed that the redemption is first, of any shares in the
shareholder's Fund account that are not subject to a contingent deferred sales
charge, second, of shares held for over 5 years or shares acquired pursuant to
reinvestment of dividends or distributions and third, of shares held longest
during the 5-year period.

To provide an example, assume an investor purchased 100 shares at $10 per
share (at a cost of $1,000) and in the second year after purchase, the net asset
value per share is $12 and, during such time, the investor has acquired 10
additional shares upon dividend reinvestment. If at such time the investor makes
his or her first redemption of 50 shares (proceeds of $600), 10 shares will not
be subject to charge because of dividend reinvestment. With respect to the
remaining 40 shares, the charge is applied only to the original cost of $10 per
share and not to the increase in net asset value of $2 per share. Therefore,
$400 of the $600 redemption proceeds is subject to a deferred sales charge at a
rate of 4.00% (the applicable rate in the second year after purchase).

A commission or transaction fee of 4.00% of the purchase amount will be paid
to authorized dealers and other Service Organizations at the time of purchase.
Additionally, the Distributor may, from time to time, pay additional promotional
incentives in the form of cash or other compensation, to Service Organizations
that sell Class B shares of the Trust.

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<PAGE> 38

CLASS C SHARES

Class C shares are offered at the next determined net asset value. Class C
shares which are redeemed within the first year of purchase are subject to a
contingent deferred sales charge of 1.00%. The charge is assessed on an amount
equal to the lesser of the then current market value or the cost of the shares
being redeemed. Accordingly, no sales charge is imposed on increases in net
asset value above the initial purchase price. In addition, no charge is assessed
on shares derived from reinvestment of dividends or capital gains distributions.

In determining whether a contingent deferred sales charge is applicable to a
redemption, it is assumed that the redemption is first of any shares in the
shareholder's Trust account that are not subject to a contingent deferred sales
charge and second of shares held for more than one year or shares acquired
pursuant to reinvestment of dividends or distributions.

A commission or transaction fee of 1.00% of the purchase amount will be paid
to authorized dealers and other Service Organizations at the time of purchase.
Authorized dealers and other Service Organizations will also be paid ongoing
commissions and transaction fees of up to 0.75% of the average daily net assets
of the Fund's Class C shares for the second through tenth year after purchase.
Additionally, the Distributor may, from time to time, pay additional promotional
incentives, in the form of cash or other compensation, to Service Organizations
that sell Class C shares of the Fund.

WAIVER OF CONTINGENT DEFERRED SALES CHARGE

The contingent deferred sales charge is waived on redemptions of Class B
shares and Class C shares (i) following the death or disability (as defined in
the Code) of a shareholder, (ii) in connection with certain distributions from
an IRA or other retirement plan, (iii) pursuant to the Fund's systematic
withdrawal plan but limited to 12% annually of the initial value of the account,
and (iv) effected pursuant to the right of the Fund to liquidate a shareholder's
account as described herein under "Redemption of Shares." The contingent
deferred sales charge is also waived on redemptions of Class C shares as it
relates to the reinvestment of redemption proceeds in shares of the same class
of each Fund within 120 days after redemption. See the Statement of Additional
Information for further discussion of waiver provisions.

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SHAREHOLDER SERVICES
- ------------------------------------------------------------------------------

The Fund offers a number of shareholder services designed to facilitate
investment in its shares at little or no extra cost to the investor. The
following is a description of such services.

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<PAGE> 39

SHAREHOLDER SERVICES APPLICABLE TO ALL CLASSES

INVESTMENT ACCOUNT. Each shareholder has an investment account under which
shares are held by ACCESS. Except as described herein, after each share
transaction in an account, the shareholder receives a statement showing the
activity in the account. Each shareholder who has an account in certain of the
Participating Funds may receive statements quarterly from ACCESS showing any
reinvestments of dividends and capital gains distributions and any other
activity in the account since the preceding statement. Such shareholders also
will receive separate confirmations for each purchase or sale transaction other
than reinvestment of dividends and capital gains distributions and systematic
purchases or redemptions. Additions to an investment account may be made at any
time by purchasing shares through authorized dealers or by mailing a check
directly to ACCESS.

SHARE CERTIFICATES. As a rule, the Fund will not issue share certificates.
However, upon written or telephone request to the Fund, a share certificate will
be issued, representing shares (with the exception of fractional shares) of the
Fund. A shareholder will be required to surrender such certificates upon
redemption thereof. In addition, if such certificates are lost the shareholder
must write to Van Kampen American Capital Funds, c/o ACCESS, P.O. Box 418256,
Kansas City, MO 64141-9256, requesting an "affidavit of loss" and obtain a
Surety Bond in a form acceptable to ACCESS. On the date the letter is received,
ACCESS will calculate no more than 2.00% of the net asset value of the issued
shares, and bill the party to whom the certificate was mailed.

REINVESTMENT PLAN. A convenient way for investors to accumulate additional
shares is by accepting dividends and capital gains distributions in shares of
the Fund. Such shares are acquired at net asset value, without sales charge, on
the record date. Unless the shareholder instructs otherwise, the reinvestment
privilege is automatic. This instruction may be made by telephone by calling
(800) 421-5666 ((800) 772-8889 for the hearing impaired). The investor may, on
the initial application or prior to any declaration, instruct that dividends be
paid in cash and capital gains distributions be reinvested at net asset value,
or that both dividends and capital gains distributions be paid in cash.

AUTOMATIC INVESTMENT PLAN. An automatic investment plan is available under
which a shareholder can authorize ACCESS to charge a bank account on a regular
basis to invest pre-determined amounts in shares of the Fund. Additional
information is available from the Distributor or authorized dealers.

DIVIDEND DIVERSIFICATION. A shareholder may, upon written request or by
completing the appropriate section of the application form accompanying this
Prospectus or by calling (800) 421-5666 ((800) 772-8889 for the hearing
impaired), elect to have all dividends and other distributions paid on a Class
A, Class B or Class C

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<PAGE> 40

account in the Fund invested into a pre-existing Class A, Class B or Class C
account in any of the Participating Funds, Tax Free Money Fund or Reserve Fund.

If a qualified, pre-existing account does not exist, the shareholder must
establish a new account subject to minimum investment and other requirements of
the fund into which distributions would be invested. Distributions are invested
into the selected fund at its net asset value as of the payable date of the
distribution only if shares of such selected fund have been registered for sale
in the investor's state.

EXCHANGE PRIVILEGE. Shares of the Fund or of any Participating Fund, other
than Van Kampen American Capital Government Target Fund ("Government Target"),
may be exchanged for shares of the same class of any other fund without sales
charge, provided that shares of certain Van Kampen American Capital fixed-income
funds, including the Fund, are subject to a 30 day holding period requirement
before exchange. Shares of Government Target may be exchanged for Class A shares
of the Fund without sales charge. Class A shares of Tax Free Money Fund or
Reserve Fund that were not acquired in exchange for Class B or Class C shares of
a Participating Fund may be exchanged for Class A shares of the Fund upon
payment of the excess, if any, of the sales charge rate applicable to the shares
being acquired over the sales charge rate previously paid. Shares of Tax Free
Money Fund or Reserve Fund acquired through an exchange of Class B shares or
Class C shares may be exchanged only for the same class of shares of a
Participating Fund without incurring a contingent deferred sales charge. Shares
of any Participating Fund, Tax Free Money Fund or Reserve Fund may be exchanged
for shares of any other Participating Fund if shares of that Participating Fund
are available for sale; however, during periods of suspension of sales, shares
of a Participating Fund may be available for sale only to existing shareholders
of a Participating Fund.

Class B and Class C shareholders of each Fund have the ability to exchange
their shares ("original shares") for the same class of shares of any other Van
Kampen American Capital fund that offers such shares ("new shares") in an amount
equal to the aggregate net asset value of the original shares, without the
payment of any contingent deferred sales charge otherwise due upon redemption of
the original shares. For purposes of computing the contingent deferred sales
charge payable upon a disposition of the new shares, the holding period for the
original shares is added to the holding period of the new shares. Class B or
Class C shareholders would remain subject to the contingent deferred sales
charge imposed by the original fund upon their redemption from the Van Kampen
American Capital complex of funds. The contingent deferred sales charge is based
on the holding period requirements of the original fund.

Shares of the fund to be acquired must be registered for sale in the
investor's state. Exchanges of shares are sales and may result in a gain or loss
for federal income tax purposes, although if the shares exchanged have been held
for less than

38
<PAGE> 41

91 days, the sales charge paid on such shares is not included in the tax basis
of the exchanged shares, but is carried over and included in the tax basis of
the shares acquired. See the Statement of Additional Information.

A shareholder wishing to make an exchange may do so by sending a written
request to ACCESS or by contacting the telephone transaction line at (800)
421-5684. A shareholder automatically has telephone exchange privileges unless
otherwise designated in the application form accompanying this Prospectus. Van
Kampen American Capital and its subsidiaries, including ACCESS (collectively,
"VKAC"), and the Fund employ procedures considered by them to be reasonable to
confirm that instructions communicated by telephone are genuine. Such procedures
include requiring certain personal identification information prior to acting
upon telephone instructions, tape recording telephone communications, and
providing written confirmation of instructions communicated by telephone. If
reasonable procedures are employed, neither VKAC nor the Fund will be liable for
following telephone instructions which it reasonably believes to be genuine.
VKAC and the Fund may be liable for any losses due to unauthorized or fraudulent
instructions if reasonable procedures are not followed. Exchanges are effected
at the net asset value per share next calculated after the request is received
in good order with adjustment for any additional sales charge. See both
"Purchase of Shares" and "Redemption of Shares." If the exchanging shareholder
does not have an account in the fund whose shares are being acquired, a new
account will be established with the same registration, dividend and capital
gains options (except dividend diversification) and authorized dealer of record
as the account from which shares are exchanged, unless otherwise specified by
the shareholder. In order to establish a systematic withdrawal plan for the new
account or reinvest dividends from the new account into another fund, however,
an exchanging shareholder must file a specific written request. The Fund
reserves the right to reject any order to acquire shares through exchange. In
addition, the Fund may modify, restrict or terminate the exchange privilege at
any time on 60 days' notice to its shareholders of any termination or material
amendment.

A prospectus of any of these mutual funds may be obtained from any authorized
dealer or the Distributor. An investor considering an exchange to one of such
funds should refer to the prospectus for additional information regarding such
fund prior to investing.

SYSTEMATIC WITHDRAWAL PLAN. Any investor whose shares in a single account
total $10,000 or more at the offering price next computed after receipt of
instructions may establish a monthly, quarterly, semi-annual or annual
withdrawal plan. This plan provides for the orderly use of the entire account,
not only the income but also the capital, if necessary. Each withdrawal
constitutes a redemption of shares on which any capital gain or loss will be
recognized. The planholder may

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<PAGE> 42

arrange for monthly, quarterly, semi-annual, or annual checks in any amount not
less than $25.

Class B and Class C shareholders who establish a withdrawal plan may redeem up
to 12% annually of the shareholder's initial account balance without incurring a
contingent deferred sales charge. Initial account balance means the amount of
the shareholder's investment at the time the election to participate in the plan
is made. See "Purchase of Shares -- Waiver of Contingent Deferred Sales Charge"
and the Statement of Additional Information.

Under the plan, sufficient shares of the Fund are redeemed to provide the
amount of the periodic withdrawal payment. Dividends and capital gains
distributions on shares held under the plan are reinvested in additional shares
at the next determined net asset value. If periodic withdrawals continuously
exceed reinvested dividends and capital gains distributions, the shareholder's
original investment will be correspondingly reduced and ultimately exhausted.
Withdrawals made concurrently with the purchase of additional shares ordinarily
will be disadvantageous to the shareholder because of the duplication of sales
charges. Any taxable gain or loss will be recognized by the shareholder upon the
redemption of shares.

SHAREHOLDER SERVICES APPLICABLE TO CLASS A SHAREHOLDERS ONLY

CHECK WRITING PRIVILEGE. A Class A shareholder holding shares for which
certificates have not been issued and which are in a non-escrow status may
appoint ACCESS as agent by completing the AUTHORIZATION FOR REDEMPTION BY CHECK
form and the appropriate section of the application and returning the form and
the application to ACCESS. Once the form is properly completed, signed and
returned to ACCESS, a supply of checks drawn on State Street Bank and Trust
Company ("State Street Bank") will be sent to the Class A shareholder. These
checks may be made payable by the Class A shareholder to the order of any person
in any amount of $100 or more.

When a check is presented to State Street Bank for payment, full and
fractional Class A shares required to cover the amount of the check are redeemed
from the shareholder's Class A account by ACCESS at the next determined net
asset value. Check writing redemptions represent the sale of Class A shares. Any
gain or loss realized on the sale of shares is a taxable event. See "Redemption
of Shares."

Checks will not be honored for redemption of Class A shares held less than 15
calendar days, unless such Class A shares have been paid for by bank wire. Any
Class A shares for which there are outstanding certificates may not be redeemed
by check. If the amount of the check is greater than the value of all
uncertificated shares held in the shareholder's Class A account, the check will
be returned and the shareholder may be subject to additional charges. A Class A
shareholder may not liquidate the entire account by means of a check. The check
writing privilege may

40
<PAGE> 43

be terminated or suspended at any time by the Fund or State Street Bank.
Accounts that are subject to backup withholding are not eligible for the
privilege. A "stop payment" system is not available on these checks. See the
Statement of Additional Information for further information regarding the
establishment of the privilege.

AUTOMATED CLEARING HOUSE ("ACH") DEPOSITS. Holders of Class A shares can use
ACH to have redemption proceeds deposited electronically into their bank
accounts. Redemptions transferred to a bank account via the ACH plan are
available to be credited to the account on the second business day following
normal payment. In order to utilize this option, the shareholder's bank must be
a member of Automated Clearing House. In addition, the shareholder must fill out
the appropriate section of the account application. The shareholder must also
include a voided check or deposit slip from the bank account into which
redemptions are to be deposited together with the completed application. Once
ACCESS has received the application and the voided check or deposit slip, such
shareholder's designated bank account, following any redemption, will be
credited with the proceeds of such redemption. Once enrolled in the ACH plan, a
shareholder may terminate participation at any time by writing ACCESS.

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REDEMPTION OF SHARES
- ------------------------------------------------------------------------------

REGULAR REDEMPTIONS. Shareholders may redeem for cash some or all of their
shares of the Fund at any time. To do so, a written request in proper form must
be sent directly to ACCESS, P.O. Box 418256, Kansas City, Missouri 64141-9256.
Shareholders may also place redemption requests through an authorized dealer.
Orders received from authorized dealers must be at least $500 unless transmitted
via the FUNDSERV network. The redemption price for such shares is the net asset
value next calculated after an order is received by an authorized dealer
provided such order is transmitted to the Distributor prior to the Distributor's
close of business on such day. It is the responsibility of authorized dealers to
transmit redemption requests received by them to the Distributor so they will be
received prior to such time.

As described herein under "Purchase of Shares," redemptions of Class B shares
and Class C shares are subject to a contingent deferred sales charge. In
addition, a contingent deferred sales charge of 1.00% may be imposed on certain
redemptions of Class A shares made within one year of purchase for investments
of $1 million or more. The contingent deferred sales charge incurred upon
redemption is paid to the Distributor in reimbursement for distribution-related
expenses. See "Purchase of Shares."

The request for redemption must be signed by all persons in whose names the
shares are registered. Signatures must conform exactly to the account
registration. If the proceeds of the redemption exceed $50,000, or if the
proceeds are not to be

41
<PAGE> 44

paid to the record owner at the record address, or if the record address has
changed within the previous 30 days, signature(s) must be guaranteed by one of
the following: a bank or trust company; a broker-dealer; a credit union; a
national securities exchange, registered securities association or clearing
agency; a savings and loan association; or a federal savings bank.

Generally, a properly signed written request with any required signature
guarantee is all that is required for a redemption. In some cases, however,
other documents may be necessary. For example, although the Fund normally does
not issue certificates for shares, it will do so if a special request has been
made to ACCESS. In the case of shareholders holding certificates, the
certificates for the shares being redeemed must accompany the redemption
request. In the event the redemption is requested by a corporation, partnership,
trust, fiduciary, executor or administrator, and the name and title of the
individual(s) authorizing such redemption is not shown in the account
registration, a copy of the corporate resolution or other legal documentation
appointing the authorized signer and certified within the prior 60 days must
accompany the redemption request.

In the case of redemption requests sent directly to ACCESS, the redemption
price is the net asset value per share next determined after the request is
received in proper form. Payment for shares redeemed will be made by check
mailed within 7 days after acceptance by ACCESS of the request and any other
necessary documents in proper order. Such payment may be postponed or the right
of redemption suspended as provided by the rules of the SEC. If the shares to be
redeemed have been recently purchased by check, ACCESS may delay mailing a
redemption check until the purchase check has cleared, usually a period of up to
15 days. Any taxable gain or loss will be recognized by the shareholder upon
redemption of shares.

The Fund may redeem any shareholder account with a net asset value on the date
of the notice of redemption less than the minimum initial investment as
specified herein. At least 60 days advance written notice of any such
involuntary redemption is required and the shareholder is given an opportunity
to purchase the required value of additional shares at the next determined net
asset value without sales charge. Any applicable contingent deferred sales
charge will be deducted from the proceeds of this redemption. Any involuntary
redemption may only occur if the shareholder account is less than the minimum
initial investment due to shareholder redemptions.

TELEPHONE REDEMPTIONS. In addition to the regular redemption procedures set
forth above, the Fund permits redemption of shares by telephone and for
redemption proceeds to be sent to the address of record of the account or to the
bank account of record as described herein. To establish such privilege, a
shareholder must complete the appropriate section of the application form
accompanying this Prospectus or call the Fund at (800) 421-5666 to request that
a copy of the

42
<PAGE> 45

Telephone Redemption Authorization form be sent to them for completion. To
redeem shares, contact the telephone transaction line at (800) 421-5684. VKAC
and the Fund employ procedures considered by them to be reasonable to confirm
that instructions communicated by telephone are genuine. Such procedures include
requiring certain personal identification information prior to acting upon
telephone instructions, tape recording telephone communications, and providing
written confirmation of instructions communicated by telephone. If reasonable
procedures are employed, neither VKAC nor the Fund will be liable for following
telephone instructions which it reasonably believes to be genuine. VKAC and the
Fund may be liable for any losses due to unauthorized or fraudulent instructions
if reasonable procedures are not followed. Telephone redemptions may not be
available if the shareholder cannot reach ACCESS by telephone, whether because
all telephone lines are busy or for any other reason; in such case, a
shareholder would have to use the Fund's regular redemption procedure described
herein. Requests received by ACCESS prior to 4:00 p.m., New York time, on a
regular business day will be processed at the net asset value per share
determined that day. These privileges are available for all accounts other than
retirement accounts. The telephone redemption privilege is not available for
shares represented by certificates. If an account has multiple owners, ACCESS
may rely on the instructions of any one owner.

For redemptions authorized by telephone, amounts of $50,000 or less may be
redeemed daily if the proceeds are to be paid by check and amounts of at least
$1,000 up to $1 million may be redeemed daily if the proceeds are to be paid by
wire. The proceeds must be payable to the shareholder(s) of record and sent to
the address of record for the account or wired directly to their predesignated
bank account. This privilege is not available if the address of record has been
changed within 30 days prior to a telephone redemption request. Proceeds from
redemptions are expected to be wired on the next business day following the date
of redemption. The Fund reserves the right at any time to terminate, limit or
otherwise modify this redemption privilege.

REDEMPTION UPON DISABILITY. The Fund will waive the contingent deferred sales
charge on redemptions following the disability of a Class B and Class C
shareholder. An individual will be considered disabled for this purpose if he or
she meets the definition thereof in Section 72(m)(7) of the Code, which in
pertinent part defines a person as disabled if such person "is unable to engage
in any substantial gainful activity by reason of any medically determinable
physical or mental impairment which can be expected to result in death or to be
of long-continued and indefinite duration." While the Fund does not specifically
adopt the balance of the Code's definition which pertains to furnishing the
Secretary of Treasury with such proof as he or she may require, the Distributor
will require satisfactory proof of disability before it determines to waive the
contingent deferred sales charge on Class B shares and Class C shares.

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<PAGE> 46

In cases of disability, the contingent deferred sales charge on Class B shares
and Class C shares will be waived where the disabled person is either an
individual shareholder or owns the shares as a joint tenant with right of
survivorship or is the beneficial owner of a custodial or fiduciary account, and
where the redemption is made within one year of the initial determination of
disability. This waiver of the contingent deferred sales charge on Class B
shares and Class C shares applies to a total or partial redemption, but only to
redemptions of shares held at the time of the initial determination of
disability.

REINSTATEMENT PRIVILEGE. A Class A or Class B shareholder who has redeemed
shares of the Fund may reinstate any portion or all of the net proceeds of such
redemption in Class A shares of the Fund. A Class C shareholder who has redeemed
shares of the Fund may reinstate any portion or all of the net proceeds of such
redemption in Class C shares of the Fund with credit given for any contingent
deferred sales charge paid upon such redemption. Such reinstatement is made at
the net asset value (without sales charge except as described under "Shareholder
Services -- Exchange Privilege") next determined after the order is received,
which must be within 120 days after the date of the redemption. See "Purchase of
Shares -- Waiver of Contingent Deferred Sales Charge" and the Statement of
Additional Information.

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DISTRIBUTION PLANS

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

Rule 12b-1 adopted by the SEC under the 1940 Act permits an investment company
to directly or indirectly pay expenses associated with the distribution of its
shares ("distribution expenses") and servicing its shareholders in accordance
with a plan adopted by the investment company's board of trustees and approved
by its shareholders. Pursuant to Rule 12b-1, the Trustees of the Fund, and the
shareholders of each class have adopted 3 distribution plans hereinafter
referred to as the "Class A Plan," the "Class B Plan" and the "Class C Plan".
Each distribution plan is in compliance with the Rules of Fair Practice of the
NASD ("NASD Rules") applicable to mutual fund sales charges. The NASD Rules
regulate the distribution and service charges that a mutual fund may impose on a
class of shares. The Distributor uses the Class A, Class B and Class C service
fees to compensate authorized dealers for personal service and/or the
maintenance of shareholder accounts.

Under the Class A Plan, the Fund pays a service fee to the Distributor at an
annual rate of up to 0.25% of each Fund's aggregate average daily net assets
attributable to the Class A shares. Under the Class B Plan and the Class C Plan,
the Fund pays a service fee to the Distributor at an annual rate of up to 0.25%
and also pays a distribution fee at an annual rate of up to 0.75% of each Fund's
aggregate average daily net assets attributable to the Class B shares or Class C

44
<PAGE> 47

shares of such Fund to reimburse the Distributor for service fees paid by it to
authorized dealers and for its distribution costs.

Under the Class B Plan, the Distributor receives additional payments from the
Fund in the form of a distribution fee at the annual rate of up to 0.75% of the
net assets of the Class B shares as reimbursement for upfront commissions and
transaction fees of up to 4.00% of the purchase price of Class B shares
purchased by the clients of authorized dealers and other distribution expenses
as described in the Statement of Additional Information. Under the Class C Plan,
the Distributor receives additional payments from the Fund in the form of a
distribution fee at the annual rate of up to 0.75% of the net assets of the
Class C shares as reimbursement for upfront commissions and transaction fees of
up to 0.75% of the purchase price of Class C shares purchased by the clients of
authorized dealers, ongoing commissions and transaction fees of up to 0.75% of
the average daily net assets of the Fund's Class C shares and other distribution
expenses as described in the Statement of Additional Information.

In adopting the Class A Plan, the Class B Plan and the Class C Plan, the
Trustees of the Fund determined that there was a reasonable likelihood that such
plans would benefit the Fund and its shareholders. Information with respect to
distribution and service revenues and expenses is presented to the Trustees
periodically for their consideration in connection with their deliberations as
to the continuance of such plans. In their review of the distribution plans, the
Trustees are asked to take into consideration expenses incurred in connection
with the distribution and servicing of each class of shares separately. The
sales charge and distribution fee, if any, of a particular class will not be
used to subsidize the sale of shares of the other classes.

Service expenses accrued by the Distributor in one fiscal year may not be paid
from the Class A service fee received from the Fund in subsequent fiscal years.
Thus, if the Class A Plan were terminated or not continued, no amounts (other
than current amounts accrued but not yet paid) would be owed by the Fund to the
Distributor.

The distribution fee attributable to the Class B shares or Class C shares is
designed to permit an investor to purchase such shares without the assessment of
a front-end sales load and at the same time permit the Distributor to compensate
authorized dealers with respect to such shares. In this regard, the purpose and
function of the combined contingent deferred sales charge and distribution fee
are the same as those of the initial sales charge with respect to the Class A
shares of the Fund; in both cases such charges provide for the financing of the
distribution of the Fund's shares.

Actual distribution expenditures paid by the Distributor with respect to Class
B shares or Class C shares for any given year are expected to exceed the fees
received

45
<PAGE> 48

pursuant to the Class B Plan and Class C Plan and payments received pursuant to
contingent deferred sales charges. Such excess will be carried forward and may
be reimbursed by the Fund or its shareholders from payments received through
contingent deferred sales charges in future years and from payments under the
Class B Plan and Class C Plan so long as such plans are in effect. For the year
ended November 30, 1995, the unreimbursed expenses incurred by the Distributor
under the Class B Plan and carried forward were approximately $8.7 million or
3.71% of the Class B shares' net assets. For the year ended November 30, 1995,
the unreimbursed expenses incurred by the Distributor under the Class C Plan,
and carried forward were approximately $161,000 or .52% of the Class C shares'
net assets. If the Class B Plan or Class C Plan was terminated or not continued,
the Fund would not be contractually obligated to pay and has no liability to the
Distributor for any expenses not previously reimbursed by the Fund or recovered
through contingent deferred sales charges.

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DISTRIBUTIONS FROM THE FUND

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

DIVIDEND POLICY. The Fund declares dividends from net investment income on
each business day. Such dividends are distributed monthly. The Fund intends to
distribute after the end of a fiscal year the net capital gains, if any,
realized during the fiscal year by the Fund except to the extent that such gains
are offset by capital loss carryovers. The daily dividend is a fixed amount
determined at least monthly which is not expected to exceed the net income of
the Fund for the month divided by the number of business days during the month.
Unless the shareholder instructs otherwise, dividends and distributions are
automatically reinvested in additional shares of the Fund unless the shareholder
instructs otherwise. See "Shareholder Services -- Reinvestment Plan."

Shares (other than shares acquired through an exchange) become entitled to
dividends on the day ACCESS receives payment for the shares, and remain entitled
to dividends through the day such shares are priced for redemption. With respect
to shares acquired through an exchange, such shares become entitled to dividends
on the day after ACCESS receives payment for the shares, and remains entitled to
dividends through the day such shares are purchased for payment on redemption.
Therefore, if an authorized dealer delays forwarding to ACCESS payment for
shares which an investor has made to the authorized dealer, this will in effect
cost the investor money because it will delay the date upon which he or she
becomes entitled to dividends.

The per share dividends on Class B shares and Class C shares of the Fund will
be lower than the per share dividends on Class A shares of the Fund as a result
of the distribution fees and higher incremental transfer agency fees applicable
to such classes of shares.

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<PAGE> 49

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TAX STATUS
- ------------------------------------------------------------------------------

FEDERAL INCOME TAXES. The Fund has qualified and intends to continue to
qualify and be taxed as a regulated investment company under the Internal
Revenue Code of 1986, as amended (the "Code") by meeting certain requirements of
the Code. In addition, the Fund intends to invest in sufficient Municipal
Securities to permit payment of "exempt-interest dividends" (as defined in the
Code). Dividends paid by the Fund from the net tax-exempt interest earned from
Municipal Securities qualify as exempt-interest dividends if, at the close of
each quarter of its taxable year, at least 50% of the value of the total assets
of the Fund consists of Municipal Securities. See "Federal Tax Information" in
the Statement of Additional Information.

The Tax Reform Act of 1986 (the "Tax Reform Act") may have an adverse impact
upon the Trust and its shareholders. The Tax Reform Act imposed new limitations
on the use and investment of the proceeds of state and local governmental bonds
and other funds, which limitations must be satisfied in order to maintain the
exclusion from gross income for interest on such bonds. The provisions of the
Tax Reform Act generally apply to bonds issued after August 15, 1986. In light
of these requirements, bond counsel qualify their opinions as to the federal tax
status of bonds issued after August 15, 1986 by making them contingent on the
issuer's future compliance with these limitations. Any failure on the part of an
issuer to comply could cause the interest on its bonds to become taxable to
investors retroactive to the date the bonds were issued.

Except as provided below, exempt-interest dividends paid to shareholders
generally are not includable in the shareholders' gross income for federal
income tax purposes. For each of the last three fiscal years of the Fund, over
99% of the dividends paid by the Fund were exempt-interest dividends. The
percentage of the total dividends paid by the Fund during any taxable year that
qualify as exempt-interest dividends will be the same for all shareholders of
the Fund receiving dividends during such year.

The Tax Reform Act also makes interest on certain "private-activity bonds" an
item of tax preference subject to the alternative minimum tax on individuals and
corporations. The Fund invests a portion of its assets in Municipal Securities
subject to this provision so that a portion of its exempt-interest dividends is
an item of tax preference to the extent such dividends represent interest
received from these private-activity bonds. Accordingly, investment in the Fund
could cause shareholders to be subject to (or result in an increased liability
under) the alternative minimum tax. The Tax Reform Act also imposed per capita
volume limitations on certain private-activity bonds which could limit the
amount of such bonds available for investment by the Fund.

47
<PAGE> 50

The Fund is subject to the requirement that at least 80% of its assets be
invested in securities, the income from which is exempt from both regular
federal income tax and the federal alternative minimum tax. For the fiscal year
ended November 30, 1995, approximately 10.11% of the interest income earned by
the Fund consisted of interest on private-activity bonds which is an item of tax
preference.

Exempt-interest dividends are included in determining what portion, if any, of
a person's social security and railroad retirement benefits will be includable
in gross income subject to federal income tax. Exempt-interest dividends will
not be tax-exempt to the extent made to a shareholder who is a "substantial
user" of the facilities financed by tax-exempt obligations held by the Fund or
"related persons" of such substantial users.

The Omnibus Budget Reconciliation Act of 1993 included certain provisions that
requires gains on dispositions of tax-exempt securities purchased at a market
discount be treated as ordinary income to the extent of the accrued market
discount, if the securities are acquired after April 30, 1993. Such securities
were exempt from the market discount rules under prior law.

Distributions of net investment income received by the Fund from investments
in debt securities other than Municipal Securities, and any net realized
short-term capital gains distributed by the Fund, are taxable to shareholders as
ordinary income. Any distribution of net long-term capital gains by the Fund is
subject to capital gains tax rates. Interest on indebtedness which is incurred
to purchase or carry shares of a mutual fund which distributes exempt-interest
dividends during the year is not deductible for federal income tax purposes.

Shareholders are notified annually of the federal tax status of dividends and
any distributions paid by the Fund during the fiscal year.

The foregoing is only a brief summary of some of the important tax
considerations generally affecting the Fund and its shareholders. Additional tax
information of relevance to particular investors, including corporations and
investors who may be "substantial users" of facilities financed by Municipal
Securities, is contained in the Statement of Additional Information. Investors
are urged to consult their tax advisers with specific reference to their own tax
situation.

STATE AND LOCAL TAXES. The exemption of interest income for federal income tax
purposes may not result in similar exemptions under the laws of a particular
state or local taxing authority. Income distributions may be taxable to
shareholders under state or local law as dividend income even though a portion
of such distributions may be derived from interest on tax-exempt obligations
which, if realized directly, would be exempt from such income taxes. It is
recommended that investors consult their tax advisers for information in this
regard. The Fund will report annually to its shareholders the percentage and
source, on a state-by-state basis, of interest income earned on Municipal
Securities received by the Fund during the preceding calendar

48
<PAGE> 51

year. Dividends and distributions paid by the Fund from sources other than tax-
exempt interest are generally subject to taxation at the state and local levels.

To avoid being subject to a 31% federal back-up withholding tax on dividends
(except exempt-interest dividends), capital gains distributions and redemption
payments, shareholders must furnish the Fund with a certification of their
correct taxpayer identification number.

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

FUND PERFORMANCE

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

From time to time the Fund may advertise its total return for prior periods.
Any such advertisement would include at least average annual total return
quotations for 1, 5 and 10 year periods or for the life of the Fund. Other total
return quotations, aggregate or average, over other time periods may also be
included.

The total return of the Fund for a particular period represents the increase
(or decrease) in the value of a hypothetical investment in the Fund from the
beginning to the end of the period. Total return is calculated by subtracting
the value of the initial investment from the ending value and showing the
difference as a percentage of the initial investment; the calculation assumes
the initial investment is made at the current maximum public offering price
(which includes a maximum sales charge of 4.75% for Class A shares); that all
income dividends or capital gains distributions during the period are reinvested
in Fund shares at net asset value; and that any applicable contingent deferred
sales charge has been paid. The Fund's total return will vary depending on
market conditions, the securities comprising the Fund's portfolio, the Fund's
operating expenses and unrealized net capital gains or losses during the period.
Total return is based on historical earnings and asset value fluctuations and is
not intended to indicate future performance. No adjustments are made to reflect
any income taxes payable by shareholders on dividends and distributions paid by
the Fund.

Average annual total return quotations for periods of 2 or more years are
computed by finding the average annual compounded rate of return over the period
that would equate the initial amount invested to the ending redeemable value.

Yield and total return are calculated separately for Class A shares, Class B
shares and Class C shares of the Fund. Class A share total return figures
include the maximum sales charge of 4.75%; Class B share and Class C share total
return figures include any applicable contingent deferred sales charge. Because
of the differences in sales charges and distribution fees, the total returns for
each of the classes will differ.

In addition to total return information, the Fund may also advertise its
current "yield." Yield figures are based on historical earnings and are not
intended to

49
<PAGE> 52

indicate future performance. Yield is determined by analyzing the Fund's net
income per share for a 30-day (or one month) period (which period will be stated
in the advertisement), and dividing by the maximum offering price per share on
the last day of the period. A "bond equivalent" annualization method is used to
reflect a semiannual compounding. The Fund's "tax-equivalent yield" is
calculated by determining the rate of return that would have to be achieved on a
fully taxable investment to produce the after-tax equivalent of the Fund's
yield, assuming certain tax brackets for a Fund shareholder.

For purposes of calculating yield quotations, net income is determined by a
standard formula prescribed by the SEC to facilitate comparison with yields
quoted by other investment companies. Net income computed for this formula
differs from net income reported by the Fund in accordance with generally
accepted accounting principles and from net income computed for federal income
tax reporting purposes. Thus the yield computed for a period may be greater or
less than the Fund's then current dividend rate.

The Fund's yield is not fixed and will fluctuate in response to prevailing
interest rates and the market value of portfolio securities, and as a function
of the type of securities owned by the Fund, portfolio maturity and the Fund's
expenses.

Yield quotations should be considered relative to changes in the net asset
value of the Fund's shares, the Fund's investment policies, and the risks of
investing in shares of a Fund. The investment return and principal value of an
investment in the Fund will fluctuate so that an investor's shares, when
redeemed, may be worth more or less than their original cost.

A yield quotation which reflects an expense reimbursement or subsidization by
the Adviser will be accompanied by a hypothetical yield quotation excluding such
reimbursement.

To increase the Fund's yield, the Adviser may, from time to time, absorb a
certain amount of the future ordinary business expenses. The Adviser may stop
absorbing these expenses at any time without prior notice.

Since yield fluctuates, yield data cannot necessarily be used to compare an
investment in the Fund's shares with bank deposits, savings accounts and similar
investment alternatives which often provide an agreed or guaranteed fixed yield
for a stated period of time. Shareholders should remember that yield is
generally a function of the kind and quality of the instruments held in a
portfolio, portfolio maturity, operating expenses and market conditions.

From time to time, the Fund may include in its sales literature and
shareholder reports a quotation of the current "distribution rate" for each
class of shares of the Fund. Distribution rate is a measure of the level of
income and short-term capital gain dividends, if any, distributed for a
specified period. It differs from yield, which

50
<PAGE> 53

is a measure of the income actually earned by the Fund's investments, and from
total return, which is a measure of the income actually earned by, plus the
effect of any realized and unrealized appreciation or depreciation of, such
investments during a stated period. Distribution rate is, therefore, not
intended to be a complete measure of the Fund's performance. Distribution rate
may sometimes be greater than yield since, for instance, it may not include the
effect of amortization of bond premiums, and may include non-recurring
short-term capital gains and premiums from futures transactions engaged in by
the Fund. Distribution rates will be computed separately for each class of the
Fund's shares.

In reports or other communications to shareholders or in advertising material,
the Trust may compare its performance with that of other mutual funds as listed
in the ratings or rankings prepared by Lipper Analytical Services, Inc., CDA,
Morningstar Mutual Funds or similar independent services which monitor the
performance of mutual funds; or with municipal bond indices, such as Lehman
Brothers Municipal Bond Index or Bond Buyer's Index of 25 Revenue Bonds, or with
investment or savings vehicles. The performance information may also include
evaluations of the Fund published by nationally recognized ranking services and
by nationally recognized financial publications. Such comparative performance
information will be stated in the same terms in which the comparative data or
indices are stated. Such advertisements and sales material may also include a
yield quotation as of a current period. In each case, such total return and
yield information, if any, will be calculated pursuant to rules established by
the SEC and will be computed separately for each class of the Fund's shares. For
these purposes, the performance of the Fund, as well as the performance of other
mutual funds or indices, do not reflect sales charges, the inclusion of which
would reduce Fund performance. The Fund will include performance data for each
class of shares of any Fund in any advertisement or information including
performance data of the Fund.

The Fund may also utilize performance information in hypothetical
illustrations provided in narrative form. These hypotheticals will be
accompanied by the standard performance information required by the SEC as
described above.

The Fund's Annual Report contains additional performance information. A copy
of the Annual Report may be obtained without charge by calling or writing the
Fund at the telephone number and address printed on the cover page of this
Prospectus.

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

DESCRIPTION OF SHARES OF THE FUND

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

The Trust was originally organized on December 5, 1984 as the American Capital
Tax-Exempt Trust under the laws of the Commonwealth of Massachusetts as a
business entity commonly known as a "Massachusetts business trust". The Trust
was reorganized under the laws of the state of Delaware as a business entity

51
<PAGE> 54

commonly known as a "Delaware business trust" as of July 31, 1995. It is a
diversified, open-end investment company. The Fund is a diversified series of
the Trust. It is authorized to issue an unlimited number of Class A shares,
Class B shares and Class C shares of beneficial interest, par value $0.01 per
share. Other classes of shares may be established from time to time in
accordance with provisions of the Trust's Declaration of Trust. Shares issued by
the Fund are fully paid, non-assessable and have no preemptive or conversion
rights. In the event of liquidation of the Fund, shareholders of the Fund are
entitled to share pro rata in the net assets of the Fund available for
distribution to shareholders.

The Fund currently offers 3 classes, designated Class A shares, Class B shares
and Class C shares. Each class of shares represents an interest in the same
assets of the Fund and generally are identical in all respects except that each
class bears certain distribution expenses and has exclusive voting rights with
respect to its distribution fee. See "Distribution Plans."

The Fund is permitted to issue an unlimited number of classes. Each class of
shares is equal as to earnings, assets and voting privileges, except as noted
above, and each class bears the expenses related to the distribution of its
shares. There are no conversion, preemptive or other subscription rights, except
with respect to the conversion of Class B shares and Class C shares into Class A
shares as described above. In the event of liquidation, each of the shares of
the Fund is entitled to its portion of all of the Fund's net assets after all
debt and expenses of the Fund have been paid. Since Class B shares and Class C
shares pay higher distribution expenses, the liquidation proceeds to Class B
shareholders and Class C shareholders are likely to be lower than to other
shareholders.

The Fund does not contemplate holding regular meetings of shareholders to
elect Trustees or otherwise. More detailed information concerning the Fund is
set forth in the Statement of Additional Information.

The Trust's Declaration of Trust provides that no Trustee, officer or
shareholder of the Fund shall be held to any personal liability, nor shall
resort be had to their private property for the satisfaction of any obligation
or liability of the Fund but the assets of the Fund only shall be liable.

- ------------------------------------------------------------------------------
ADDITIONAL INFORMATION
- ------------------------------------------------------------------------------

This Prospectus and the Statement of Additional Information do not contain all
the information set forth in the Registration Statement filed by the Fund with
the SEC under the Securities Act of 1933. Copies of the Registration Statement
may be obtained at a reasonable charge from the SEC or may be examined, without
charge, at the office of the SEC in Washington, D.C.

An investment in the Fund may not be appropriate for all investors.

52
<PAGE> 55

The Fund is not intended to be a complete investment program, and investors
should consider their long-term investment goals and financial needs when making
an investment decision with respect to the Fund.

An investment in the Fund is intended to be a long-term investment, and should
not be used as a trading vehicle.

53
<PAGE> 56

<TABLE>

<S> <C>

VAN KAMPEN AMERICAN CAPITAL
HIGH YIELD MUNICIPAL FUND
One Parkview Plaza
Oakbrook Terrace, IL 60181

Investment Adviser

VAN KAMPEN AMERICAN CAPITAL
ASSET MANAGEMENT, INC.
One Parkview Plaza
Oakbrook Terrace, IL 60181

Investment Subadviser

VAN KAMPEN AMERICAN CAPITAL
ADVISORS, INC.
One Parkview Plaza
Oakbrook Terrace, IL 60181

Distributor

VAN KAMPEN AMERICAN CAPITAL DISTRIBUTORS, INC.
One Parkview Plaza
Oakbrook Terrace, IL 60181

Transfer Agent

ACCESS INVESTOR SERVICES, INC.
P.O. Box 418256
Kansas City, MO 64141-9256

Attn: Van Kampen American Capital

High Yield Municipal Fund

Custodian

STATE STREET BANK AND
TRUST COMPANY
225 Franklin Street, P.O. Box 1713
Boston, MA 02105-1713
Attn: Van Kampen American Capital

EXISTING SHAREHOLDERS--
FOR INFORMATION ON YOUR High Yield Municipal Fund
EXISTING ACCOUNT PLEASE CALL
THE TRUST'S TOLL-FREE
NUMBER--(800) 421-5666
Legal Counsel
PROSPECTIVE INVESTORS--CALL
YOUR BROKER OR (800) 421-5666 SKADDEN, ARPS, SLATE,

DEALERS--FOR DEALER
INFORMATION, SELLING MEAGHER & FLOM
AGREEMENTS, WIRE ORDERS,
OR REDEMPTIONS CALL THE
DISTRIBUTOR'S TOLL-FREE 335 West Wacker Drive
NUMBER--(800) 421-5666

FOR SHAREHOLDER AND Chicago, IL 60606
DEALER INQUIRIES THROUGH
TELECOMMUNICATIONS
DEVICE FOR THE DEAF (TDD) Independent Accountants
DIAL (800) 772-8889
PRICE WATERHOUSE LLP
FOR AUTOMATED TELEPHONE 1201 Louisiana, Suite 2900
SERVICES DIAL (800) 847-2424 Houston, TX 77002

</TABLE>
<PAGE> 57

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

HIGH YIELD

MUNICIPAL FUND

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

P R O S P E C T U S

MARCH 29, 1996

------ A WEALTH OF KNOWLEDGE - A KNOWLEDGE OF WEALTH ------
VAN KAMPEN AMERICAN CAPITAL
------------------------------------------------------------------------
<PAGE> 58

STATEMENT OF ADDITIONAL INFORMATION

VAN KAMPEN AMERICAN CAPITAL HIGH YIELD MUNICIPAL FUND

Van Kampen American Capital High Yield Municipal Fund (the "Fund") is a
diversified series of Van Kampen American Capital Tax-Exempt Trust (the
"Trust"), an open-end management investment company. This Statement of
Additional Information is not a Prospectus but contains information in addition
to and more detailed than that set forth in the Prospectus and should be read in
conjunction with the Prospectus. The Statement of Additional Information and the
related Prospectus are both dated March 29, 1996. A Prospectus may be obtained
without charge by calling or writing Van Kampen American Capital Distributors,
Inc. at One Parkview Plaza, Oakbrook Terrace, IL 60181 at (800) 421-5666.

TABLE OF CONTENTS

<TABLE>
<CAPTION>
PAGE
----
<S> <C>
General Information........................................................... B-2
Municipal Securities.......................................................... B-2
Temporary Investments......................................................... B-4
Repurchase Agreements......................................................... B-4
Futures Contracts and Related Options......................................... B-5
Investment Restrictions....................................................... B-8
Trustees and Officers......................................................... B-9
Investment Advisory Agreement................................................. B-17
Distributor................................................................... B-19
Distribution Plans............................................................ B-19
Transfer Agent................................................................ B-21
Portfolio Transactions and Brokerage.......................................... B-21
Determination of Net Asset Value.............................................. B-22
Purchase and Redemption of Shares............................................. B-23
Exchange Privilege............................................................ B-25
Check Writing Privilege....................................................... B-26
Federal Tax Information....................................................... B-26
Fund Performance.............................................................. B-29
Other Information............................................................. B-30
Ratings of Investments........................................................ B-31
Report of Independent Accountants............................................. B-35
Financial Statements.......................................................... B-36
Notes to Financial Statements................................................. B-55
</TABLE>

THIS STATEMENT OF ADDITIONAL INFORMATION IS DATED MARCH 29, 1996.

B-1
<PAGE> 59

GENERAL INFORMATION

Van Kampen American Capital Tax-Exempt Trust (the "Trust") was originally
organized as a business trust under the laws of Massachusetts on December 5,
1984. The Trust reorganized under the laws of Delaware on July 31, 1995. The
Trust currently is comprised of one series: the Van Kampen American Capital High
Yield Municipal Fund (the "Fund").

Van Kampen American Capital Asset Management, Inc. (the "Adviser"), Van
Kampen American Capital Distributors, Inc. (the "Distributor"), and ACCESS
Investor Services, Inc. ("ACCESS") are wholly-owned subsidiaries of Van Kampen
American Capital, Inc. ("VKAC"), which is a wholly-owned subsidiary of VK/AC
Holding, Inc. VK/AC Holding, Inc. is controlled, through the ownership of a
substantial majority of its common stock, by The Clayton & Dubilier Private
Equity Fund IV Limited Partnership ("C&D L.P."), a Connecticut limited
partnership. C&D L.P. is managed by Clayton, Dubilier & Rice, Inc. a New York
based private investment firm. The General Partner of C&D L.P. is Clayton &
Dubilier Associates IV Limited Partnership ("C&D Associates L.P."). The general
partners of C&D Associates L.P. are Joseph L. Rice, III, B. Charles Ames,
William A. Barbe, Alberto Cribiore, Donald J. Gogel, Leon J. Hendrix, Jr.,
Hubbard C. Howe and Andrall E. Pearson, each of whom is a principal of Clayton,
Dubilier & Rice, Inc. In addition, certain officers, directors and employees of
VKAC own, in the aggregate, not more than 7% of the common stock of VK/AC
Holding, Inc. and have the right to acquire, upon the exercise of options,
approximately an additional 13% of the common stock of VK/AC Holding, Inc.
Presently, and after giving effect to the exercise of such options, no officer
or trustee of the Fund owns or would own 5% or more of the common stock of VK/AC
Holding, Inc.

VKAC offers one of the industry's broadest lines of investments --
encompassing mutual funds, closed-end funds and unit investment trusts -- and is
currently the nation's 5th largest broker-sold mutual fund group according to
Strategic Insight, July 1995. VKAC manages or supervises more than $50 billion
in mutual funds, closed-end funds and unit investment trusts -- assets which
have been entrusted to VKAC in more than 2 million investor accounts. VKAC has
one of the largest research teams (outside of the rating agencies) in the
country, with 86 analysts devoted to various specializations. Each of our high
yield analysts, based either in San Francisco, Chicago, Houston or Boston, has
the responsibility to cover a specific region of the country. This regional
focus enables each high yield analyst to provide more specialized coverage of
the market and alert the portfolio manager to issues of local importance.

As of March 22, 1996, no person was known by the Fund to own beneficially
or to hold of record as much as 5% of the outstanding Class A, Class B or Class
C shares of the Fund, except as follows:

<TABLE>
<CAPTION>
AMOUNT AND NATURE
OF OWNERSHIP AT CLASS OF PERCENTAGE
NAME AND ADDRESS OF HOLDER MARCH 22, 1996 SHARES OWNERSHIP
----------------------------------------------- ------------------ -------- ---------
<S> <C> <C> <C> <C> <C>
Merrill Lynch Pierce Fenner & Smith, Inc. 2,713,570 shares Class A 5.52%
4800 Deer Lake Drive East, 3rd Floor
Jacksonville, FL 32246-6484 Class B 9.47%
2,247,299 shares
</TABLE>

The term "Adviser" refers to both the Adviser, Van Kampen American Capital
Asset Management, Inc., and the Subadviser, Van Kampen American Capital
Advisors, Inc.

MUNICIPAL SECURITIES

Municipal Securities include debt obligations issued to obtain funds for
various public purposes, including construction of a wide range of public
facilities, refunding of outstanding obligations and obtaining funds for general
operating expenses and loans to other public institutions and facilities. In
addition, certain types of industrial development obligations are issued by or
on behalf of public authorities to finance various privately-operated
facilities. Such obligations are included within the term Municipal Securities
if the interest paid

B-2
<PAGE> 60

thereon is exempt from federal income tax. Municipal Securities also include
short-term tax-exempt municipal obligations such as tax anticipation notes, bond
anticipation notes, revenue anticipation notes, and variable rate demand notes.

The two principal classifications of Municipal Securities are "general
obligations" and "revenue" or "special obligations." General obligations are
secured by the issuer's pledge of faith, credit, and taxing power for the
payment of principal and interest. Revenue or special obligations are 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 such as from the user of the facility being financed. Industrial
development bonds, including pollution control bonds, are revenue bonds and do
not constitute the pledge of the credit or taxing power of the issuer of such
bonds. The payment of the principal and interest on such industrial revenue
bonds depends solely on the ability of the user of the facilities financed by
the bonds to meet its financial obligations and the pledge, if any, of real and
personal property so financed as security for such payment. The Fund may also
include "moral obligation" bonds which are normally issued by special purpose
public authorities. If an issuer of moral obligation bonds is unable to meet its
obligations, the repayment of such bonds becomes a moral commitment but not a
legal obligation of the state or municipality in question.

When a Fund engages in when-issued and delayed delivery transactions, the
Fund relies on the buyer or seller, as the case may be, to consummate the trade.
Failure of the buyer or seller to do so may result in the Fund missing the
opportunity of obtaining a price considered to be advantageous.

The Fund may invest in Municipal Notes which include demand notes and
short-term municipal obligations (such as tax anticipation notes, revenue
anticipation notes, construction loan notes and short-term discount notes) and
tax-exempt commercial paper provided that such obligations have the ratings
described in the Prospectus for the Fund or if unrated are of comparable quality
as determined by the Adviser. Demand notes are obligations which normally have a
stated maturity in excess of one year, but permit any holder to demand payment
of principal plus accrued interest upon a specified number of days' notice.
Frequently, such obligations are secured by letters of credit or other credit
support arrangements provided by banks. The issuer of such notes normally has a
corresponding right, after a given period, to prepay at its discretion the
outstanding principal of the note plus accrued interest upon a specified number
of days' notice to the noteholders. Demand notes may also include Municipal
Securities subject to a Stand-By Commitment as described in the Prospectus. The
interest rate on a demand note may be based on a known lending rate, such as a
bank's prime rate, and may be adjusted when such rate changes, or the interest
rate on a demand note may be a market rate that is adjusted at specified
intervals. Participation interests in variable rate demand notes will be
purchased only if in the opinion of counsel interest income on such interests
will be tax-exempt when distributed as dividends to shareholders.

Yields on Municipal Securities are dependent on a variety of factors,
including the general condition of the money market and of the municipal bond
market, the size of a particular offering, the maturity of the obligation, and
the rating of the issue. The ability of the Fund to achieve its investment
objective is also dependent on the continuing ability of the issuers of the
Municipal Securities in which the Fund invests to meet their obligations for the
payment of interest and principal when due. There are variations in the risks
involved in holding Municipal Securities, both within a particular
classification and between classifications, depending on numerous factors.
Furthermore, the rights of holders of Municipal Securities and the obligations
of the issuers of such Municipal Securities may be subject to applicable
bankruptcy, insolvency and similar laws and court decisions affecting the rights
of creditors generally, and such laws, if any, which may be enacted by Congress
or state legislatures imposing a moratorium on the payment of principal and
interest or imposing other constraints or conditions on the payments of
principal of and interest on Municipal Securities.

From time to time, proposals have been introduced before Congress for the
purpose of restricting or eliminating the federal income tax exemption for
interest on Municipal Securities. It may be expected that similar proposals may
be introduced in the future. If such a proposal were enacted, the ability of the
Fund to pay "exempt interest" dividends may be adversely affected and the Fund
would re-evaluate its investment objective and policies and consider changes in
its structure.

B-3
<PAGE> 61

ADDITIONAL RISKS OF LOWER RATED MUNICIPAL SECURITIES

Additional risks of lower rated Municipal Securities include limited
liquidity and secondary market support. As a result, the prices of lower rated
Municipal Securities may decline rapidly in the event a significant number of
holders decide to sell. Changes in expectations regarding an individual issuer,
an industry or lower rated Municipal Securities generally could reduce market
liquidity for such securities and make their sale by the Fund more difficult, at
least in the absence of price concessions. Reduced liquidity could also create
difficulties in accurately valuing such securities at certain times. The high
yield bond market has grown primarily during a period of long economic expansion
and it is uncertain how it would perform during an economic downturn. An
economic downturn or an increase in interest rates could severely disrupt the
market for high yield bonds and adversely affect the value of outstanding bonds
and the ability of the issuers to repay principal and interest. The Fund will
take such actions as it considers appropriate in the event of anticipated
financial difficulties, default or bankruptcy of either the issuer or any
Municipal Security owned by the Fund or the underlying source of funds for debt
service. Such action may include retaining the services of various persons and
firms to evaluate or protect any real estate, facilities or other assets
securing any such obligation or acquired by the Fund as a result of any such
event. The Fund incurs additional expenditures in taking protective action with
respect to Fund obligations in default and assets securing such obligations.
Investment in lower rated Municipal Securities are not generally meant for
short-term investment.

TEMPORARY INVESTMENTS

The taxable securities in which the Funds may invest as temporary
investments include United States Government securities, corporate bonds and
debentures, domestic bank certificates of deposit and bankers' acceptances of
domestic banks with assets of $500 million or more and having deposits insured
by the Federal Deposit Insurance Corporation, commercial paper and repurchase
agreements. The taxable securities are subject to the same rating requirements
applicable to the Municipal Securities in which the Fund invests, including, in
the case of unrated securities, that such obligations be in the opinion of the
Adviser of comparable quality.

United States Government securities include obligations issued or
guaranteed as to principal and interest by the United States Government, its
agencies and instrumentalities which are supported by any of the following: (a)
the full faith and credit of the United States Government, (b) the right of the
issuer to borrow an amount limited to a specific line of credit from the United
States Government, (c) discretionary authority of the United States Government
agency or instrumentality, or (d) the credit of the instrumentality. Such
agencies or instrumentalities include, but are not limited to, the Federal
National Mortgage Association, the Government National Mortgage Association,
Federal Land Banks, and the Farmer's Home Administration. The Fund may not
invest in any security issued by a commercial bank unless the bank is organized
and operating in the United States and has total assets of at least $500 million
and is a member of the Federal Deposit Insurance Corporation.

REPURCHASE AGREEMENTS

The Fund may enter into repurchase agreements with domestic banks or
broker-dealers. A repurchase agreement is a short-term investment in which the
purchaser (i.e., the Fund) acquires ownership of a debt security and the seller
agrees to repurchase the obligation at a future time and set price, usually not
more than 7 days from the date of purchase, thereby determining the yield during
the purchaser's holding period. Repurchase agreements are collateralized by the
underlying debt securities and may be considered to be loans under the
Investment Company Act of 1940, as amended (the "1940 Act"). The Fund will make
payment for such securities only upon physical delivery or evidence of book
entry transfer to the account of a custodian or bank acting as agent. The seller
under a repurchase agreement is required to maintain the value of the underlying
securities marked to market daily at not less than the repurchase price. The
underlying securities (securities of the U.S. Government, or its agencies and
instrumentalities), may have maturity dates exceeding one year. The Fund does
not bear the risk of a decline in value of the underlying security unless the
seller defaults under its repurchase obligation. In the event of a bankruptcy or
other default of a seller of a repurchase agreement, the Fund could experience
both delays in liquidating the underlying securities and loss

B-4
<PAGE> 62

including: (a) possible decline in the value of the underlying security during
the period while the Fund seeks to enforce its rights thereto, (b) possible lack
of access to income on the underlying security during this period, and (c)
expenses of enforcing its rights. The Fund will not invest in repurchase
agreements maturing in more than 7 days if any such investment, together with
any other illiquid security owned by the Fund, exceeds 10% of the value of its
net assets. See "Investment Practices -- Repurchase Agreements" in the
Prospectus for further information.

FUTURES CONTRACTS AND RELATED OPTIONS

FUTURES CONTRACTS

A municipal bond futures contract is an agreement pursuant to which two
parties agree to take and make delivery of an amount of cash equal to a
specified dollar amount times the differences between The Bond Buyer Municipal
Bond Index (the "Index") value at the close of the last trading day of the
contract and the price at which the futures contract is originally struck. The
Index is a price-weighted measure of the market value of 40 large sized, recent
issues of tax-exempt bonds.

An interest rate futures contract is an agreement pursuant to which a party
agrees to take or make delivery of a specified debt security (such as U.S.
Treasury bonds or notes) at a specified future time and at a specified price.

Initial and Variation Margin. In contrast to the purchase or sale of a
security, no price is paid or received upon the purchase or sale of a futures
contract. Initially, the Fund is required to deposit with its Custodian in an
account in the broker's name an amount of cash, cash equivalents or liquid high
grade debt securities equal to not more than 5% of the contract amount. This
amount is known as initial margin. The nature of initial margin in futures
transactions is different from that of margin in securities transactions in that
futures contract margin does not involve the borrowing of funds by the customer
to finance the transaction. Rather, the initial margin is in the nature of a
performance bond or good faith deposit on the contract, which is returned to the
Fund upon termination of the futures contract and satisfaction of its
contractual obligations. Subsequent payments to and from the broker, called
variation margin, are made on a daily basis as the price of the underlying
securities or index fluctuates, making the long and short positions in the
futures contract more or less valuable, a process known as marking to market.

For example, when a Fund purchases a futures contract and the price of the
underlying security or index rises, that position increases in value, and the
Fund receives from the broker a variation margin payment equal to that increase
in value. Conversely, where the Fund purchases a futures contract and the value
of the underlying security or index declines, the position is less valuable, and
the Fund is required to make a variation margin payment to the broker.

At any time prior to expiration of the futures contract, the Fund may elect
to terminate the position by taking an opposite position. A final determination
of variation margin is then made, additional cash is required to be paid by or
released to the Fund, and the Fund realizes a loss or a gain.

Futures Strategies. When the Fund anticipates a significant market or
market sector advance, the purchase of a futures contract affords a hedge
against not participating in the advance at a time when the Fund is not fully
invested ("anticipatory hedge"). Such purchase of a futures contract serves as a
temporary substitute for the purchase of individual securities, which may be
purchased in an orderly fashion once the market has stabilized. As individual
securities are purchased, an equivalent amount of futures contracts could be
terminated by offsetting sales. The Fund may sell futures contracts in
anticipation of or in a general market or market sector decline that may
adversely affect the market value of the Fund's securities ("defensive hedge").
To the extent that the Fund's portfolio of securities changes in value in
correlation with the underlying security or index, the sale of futures contracts
substantially reduces the risk to the Fund of a market decline and, by so doing,
provides an alternative to the liquidation of securities positions in the Fund
with attendant transaction costs.

In the event of the bankruptcy of a broker through which the Fund engages
in transactions in futures or related options, the Fund could experience delays
and/or losses in liquidating open positions purchased and/or

B-5
<PAGE> 63

incur a loss of all or part of its margin deposits with the broker. Transactions
are entered into by the Fund only with brokers or financial institutions deemed
creditworthy by the Adviser.

Special Risks Associated with Futures Transactions. There are several risks
connected with the use of futures contracts as a hedging device. These include
the risk of imperfect correlation between movements in the price of the futures
contracts and of the underlying securities, the risk of market distortion, the
illiquidity risk and the risk of error in anticipating price movement.

There may be an imperfect correlation (or no correlation) between movements
in the price of the futures contracts and of the securities being hedged. The
risk of imperfect correlation increases as the composition of the securities
being hedged diverges from the securities upon which the futures contract is
based. If the price of the futures contract moves less than the price of the
securities being hedged, the hedge will not be fully effective. To compensate
for the imperfect correlation, the Fund could buy or sell futures contracts in a
greater dollar amount than the dollar amount of securities being hedged if the
historical volatility of the securities being hedged is greater than the
historical volatility of the securities underlying the futures contact.
Conversely, the Fund could buy or sell futures contracts in a lesser dollar
amount than the dollar amount of securities being hedged if the historical
volatility of the securities being hedged is less than the historical volatility
of the securities underlying the futures contract. It is also possible that the
value of futures contracts held by the Fund could decline at the same time as
portfolio securities being hedged; if this occurred, the Fund would lose money
on the futures contract in addition to suffering a decline in value in the
portfolio securities being hedged.

There is also the risk that the price of futures contracts may not
correlate perfectly with movements in the securities or index underlying the
futures contract due to certain market distortions. First, all participants in
the futures market are subject to margin depository and maintenance
requirements. Rather than meet additional margin depository requirements,
investors may close futures contracts through offsetting transactions, which
could distort the normal relationship between the futures market and the
securities or index underlying the futures contract. Second, from the point of
view of speculators, the deposit requirements in the futures market are less
onerous than margin requirements in the securities markets. Therefore, increased
participation by speculators in the futures markets may cause temporary price
distortions. Due to the possibility of price distortion in the futures markets
and because of the imperfect correlation between movements in futures contracts
and movements in the securities underlying them, a correct forecast of general
market trends by the Adviser may still not result in a successful hedging
transaction judged over a very short time frame.

There is also the risk that futures markets may not be sufficiently liquid.
Futures contracts may be closed out only on an exchange or board of trade that
provides a market for such futures contracts. Although the Fund intends to
purchase or sell futures only on exchanges and boards of trade where there
appears to be an active secondary market, there can be no assurance that an
active secondary market will exist for any particular contract or at any
particular time. In the event of such illiquidity, it might not be possible to
close a futures position and, in the event of adverse price movements, the Fund
would continue to be required to make daily payments of variation margin. Since
the securities being hedged would not be sold until the related futures contract
is sold, an increase, if any, in the price of the securities may to some extent
offset losses on the related futures contract. In such event, the Fund would
lose the benefit of the appreciation in value of the securities.

Successful use of futures is also subject to the Adviser's ability to
correctly predict the direction of movements in the market. For example, if the
Fund hedges against a decline in the market, and market prices instead advance,
the Fund will lose part or all of the benefit of the increase in value of its
securities holdings because it will have offsetting losses in futures contracts.
In such cases, if the Fund has insufficient cash, it may have to sell portfolio
securities at a time when it is disadvantageous to do so in order to meet the
daily variation margin.

The Fund could engage in transactions involving futures contracts and
related options in accordance with the rules and interpretations of the
Commodity Futures Trading Commission ("CFTC") under which the Fund would be
exempt from registration as a "commodity pool." CFTC regulations require, among
other

B-6
<PAGE> 64

things, (i) that futures and related options be used solely for bona fide
hedging purposes (or meet certain conditions as specified in CFTC regulations)
and (ii) that the Fund not enter into futures and related options for which the
aggregate initial margin and premiums exceed 5% of the fair market value of the
Fund's assets. In order to minimize leverage in connection with the purchase of
futures contracts by the Fund, an amount of cash, cash equivalents or liquid
high grade debt securities equal to the market value of the obligation under the
futures contracts (less any related margin deposits) will be maintained in a
segregated account with the Custodian.

OPTIONS ON FUTURES CONTRACTS

The Fund could also purchase and write options on futures contracts. An
option on a futures contract gives the purchase the right, in return for the
premium paid, to assume a position in a futures contract (a long position if the
option is a call and a short position if the option is a put), at a specified
exercise price at any time during the option period. As a writer of an option on
a futures contract, the Fund would be subject to initial margin and maintenance
requirements similar to those applicable to futures contracts. In addition, net
option premiums received by the Fund are required to be included in initial
margin deposits. When an option on a futures contract is exercised, delivery of
the futures position is accompanied by cash representing the difference between
the current market price of the futures contract and the exercise price of the
option. The Fund could purchase put options on futures contracts in lieu of, and
for the same purpose as, it could sell a futures contract. The purchase of call
options on futures contracts would be intended to serve the same purpose as the
actual purchase of the futures contract.

Risks of Transactions in Options on Futures Contracts. In addition to the
risks described above which apply to all options transactions, there are several
special risks relating to options on futures. The Adviser will not purchase
options on futures on any exchange unless in the Adviser's opinion, a liquid
secondary exchange market for such options exists. Compared to the use of
futures, the purchase of options on futures involves less potential risk to the
Fund because the maximum amount at risk is the premium paid for the options
(plus transaction costs). However, there may be circumstances, such as when
there is no movement in the level of the index or in the price of the underlying
security, when the use of an option on a future would result in a loss to the
Fund when the use of a future would not.

ADDITIONAL RISKS TO FUTURES CONTRACTS AND RELATED OPTIONS

Each of the Exchanges has established limitations governing the maximum
number of call or put options on the same underlying security or futures
contract (whether or not covered) which may be written by a single investor,
whether acting alone or in concert with others (regardless of whether such
options are written on the same or different Exchanges or are held or written on
one or more accounts or through one or more brokers). Option positions of all
investment companies advised by the Adviser are combined for purposes of these
limits. An Exchange may order the liquidation of positions found to be in
violation of these limits and it may impose other sanctions or restrictions.
These position limits may restrict the number of listed options which the Fund
may write.

Although the Fund intends to enter into futures contracts only if there is
an active market for such contracts, there is no assurance that an active market
will exist for the contracts at any particular time. Most U.S. futures exchanges
and boards of trade limit the amount of fluctuation permitted in futures
contract prices during a single trading day. Once the daily limit has been
reached in a particular contract, no trades may be made that day at a price
beyond that limit. It is possible that futures contract prices would move to the
daily limit for several consecutive trading days with little or no trading,
thereby preventing prompt liquidation of futures positions and subjecting some
futures traders to substantial losses. In such event, and in the event of
adverse price movements, the Fund would be required to make daily cash payments
of variation margin. In such circumstances, an increase in the value of the
portion of the portfolio being hedged, if any, may partially or completely
offset losses on the futures contract. However, as described above, there is no
guarantee that the price of the securities being hedged will, in fact, correlate
with the price movements in a futures contract and thus provide an offset to
losses on the futures contract.

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<PAGE> 65

INVESTMENT RESTRICTIONS

The Fund has adopted the following restrictions which, along with its
investment objective, cannot be changed without approval by the holders of a
majority vote of its outstanding shares. Such majority vote is defined by the
1940 Act as the lesser of (i) 67% or more of the voting securities present in
person or by proxy at the meeting, if the holders of more than 50% of the
outstanding voting securities are present or represented by proxy; or (ii) more
than 50% of the outstanding voting securities. In addition to the fundamental
investment limitations set forth in the Prospectus, a Fund shall not:

1. Purchase or hold securities of any issuer if any of the Fund's officers
or trustees, or officers or directors of its investment adviser, who
beneficially owns more than 1/2% of the securities of that issuer,
together own beneficially more than 5% of the securities of such
issuer;

2. Purchase securities on margin, except that the Fund may obtain such
short-term credits as may be necessary for the clearance of purchases
and sales of securities. The deposit or payment by the Fund of an
initial or maintenance margin in connection with futures contracts or
related option transactions is not considered the purchase of a
security on margin;

3. Sell securities short, except to the extent that the Fund
contemporaneously owns or has the right to acquire at no additional
cost securities identical to those sold short;

4. Make loans of money or securities to other persons except that the Fund
may purchase or hold debt instruments and enter into repurchase
agreements in accordance with its investment objective and policies;

5. Invest in real estate or mortgage loans (but this shall not prevent the
Fund from investing in Municipal Securities or Temporary Investments
secured by real estate or interests therein); or in interests in oil,
gas, or other mineral exploration or development programs; or in any
security not payable in United States currency;

6. Invest more than 10% of the value of its net assets in securities which
are illiquid, including securities restricted as to disposition under
the Securities Act of 1933, and including repurchase agreements
maturing in more than 7 days;

7. Invest in securities of any one issuer with a record of less than 3
years of continuous operation, including predecessors, except
obligations issued or guaranteed by the United States Government or its
agencies or Municipal Securities (except that in the case of industrial
revenue bonds, this restriction shall apply to the entity supplying the
revenues from which the issue is to be paid), if such investments by
the Fund would exceed 5% of the value of its total assets (taken at
market value);

8. Underwrite the securities of other issuers, except insofar as the Fund
may be deemed an underwriter under the Securities Act of 1933 by virtue
of disposing of portfolio securities;

9. Invest in securities other than Municipal Securities, Temporary
Investments (as defined herein), stand-by commitments, futures
contracts described in the next paragraph, and options on such
contracts;

10. Purchase or sell commodities or commodity contracts except that the
Fund may purchase, hold and sell listed futures contracts related to
U.S. Government securities, Municipal Securities or to an index of
Municipal Securities;

11. Invest more than 5% of its total assets at market value at the time of
purchase in the securities of any one issuer (other than obligations of
the United States Government or any agency or instrumentality thereof);

12. Borrow money, except that the Fund may borrow from banks to meet
redemptions or for other temporary or emergency purposes, with such
borrowing not to exceed 5% of the total assets of the Fund at market
value at the time of borrowing. Any such borrowing may be secured
provided that not

B-8
<PAGE> 66

more than 10% of the total assets of the Fund at market value at the time of
pledging may be used as security for such borrowings;

13. Purchase any securities which would cause more than 25% of the value of
the Fund's total assets at the time of purchase to be invested in the
securities of one or more issuers conducting their principal business
activities in the same industry; provided that this limitation shall
not apply to Municipal Securities or governmental guarantees of
Municipal Securities; and provided, further, that for the purpose of
this limitation only, industrial development bonds that are considered
to be issued by non-governmental users shall not be deemed to be
Municipal Securities; or

14. Issue senior securities, as defined in the 1940 Act, except that this
restriction shall not be deemed to prohibit the Fund from (i) making
and collateralizing any permitted borrowings, (ii) making any permitted
loans of its portfolio securities, or (iii) entering into repurchase
agreements, utilizing options, futures contracts, options on futures
contracts and other investment strategies and instruments that would be
considered "senior securities" but for the maintenance by the Fund of a
segregated account with its custodian or some other form of "cover".

Because of the nature of the securities in which the Fund may invest, the
Fund may not invest in voting securities, or invest for the purpose of
exercising control or management, or invest in securities of other investment
companies. If a percentage restriction is satisfied at the time of investment, a
later increase or decrease in such percentage resulting from a change in value
will not constitute a violation of such restriction.

TRUSTEES AND OFFICERS

The tables below list the trustees and officers of the Fund and their
principal occupations for the last five years and their affiliations, if any,
with Van Kampen American Capital Asset Management, Inc. (the "AC Adviser" or
"Adviser"), Van Kampen American Capital Investment Advisory Corp. (the "VK
Adviser"), Van Kampen American Capital Management, Inc., McCarthy, Crisanti &
Maffei, Inc., MCM Asia Pacific Company, Limited, Van Kampen American Capital
Distributors, Inc. (the "Distributor"), Van Kampen American Capital, Inc. ("Van
Kampen American Capital" or "VKAC") or VK/AC Holding, Inc. For purposes hereof,
the term "Van Kampen American Capital Funds" includes each of the open-end
investment companies advised by the VK Adviser (excluding The Explorer
Institutional Trust) and each of the open-end investment companies advised by
the AC Adviser (excluding the American Capital Exchange Fund and the Common
Sense Trust).

TRUSTEES

<TABLE>
<CAPTION>
PRINCIPAL OCCUPATIONS OR
NAME, ADDRESS AND AGE EMPLOYMENT IN PAST 5 YEARS
- ----------------------------------- ---------------------------------------------------------
<S> <C>
J. Miles Branagan.................. Co-founder, Chairman, Chief Executive Officer and
Strafford Hall President of MDT Corporation, a company which develops,
Suite 200 manufactures, markets and services medical and scientific
1009 Slater Road equipment. A Trustee of each of the Van Kampen American
Harrisville, NC 27560 Capital Funds.
Age: 63

Linda Hutton Heagy................. Managing Partner, Paul Ray Berndston, an executive
10 South Riverside Plaza recruiting and management consulting firm. Formerly,
Suite 720 Executive Vice President of ABN AMRO, N.A., a Dutch bank
Chicago, IL 60606 holding company. Prior to 1992, Executive Vice President
Age: 46 of La Salle National Bank. A Trustee of each of the Van
Kampen American Capital Funds.

Roger Hilsman...................... Professor of Government and International Affairs
251-1 Hamburg Cove Emeritus, Columbia University. A Trustee of each of the
Lyme, CT 06371 Van Kampen American Capital Funds.
Age: 76
</TABLE>

B-9
<PAGE> 67

<TABLE>
<CAPTION>
PRINCIPAL OCCUPATIONS OR
NAME, ADDRESS AND AGE EMPLOYMENT IN PAST 5 YEARS
- ----------------------------------- ---------------------------------------------------------
<S> <C>
R. Craig Kennedy................... President and Director, German Marshall Fund of the
11 Du Pont Circle, N.W. United States. Formerly, advisor to the Dennis Trading
Washington, D.C. 20036 Group Inc. Prior to 1992, President and Chief Executive
Age: 44 Officer, Director and member of the Investment Committee
of the Joyce Foundation, a private foundation. A Trustee
of each of the Van Kampen American Capital Funds.
Dennis J. McDonnell*............... President, Chief Operating Officer and a Director of the
One Parkview Plaza VK Adviser, the AC Adviser and Van Kampen American
Oakbrook Terrace, IL 60181 Capital Management, Inc. Executive Vice President and a
Age: 53 Director of VK/AC Holding, Inc. and Van Kampen American
Capital. Chief Executive Officer of McCarthy, Crisanti &
Maffei, Inc. Chairman and a Director of MCM Asia Pacific
Company, Ltd. Executive Vice President and a Trustee of
each of the Van Kampen American Capital Funds. President
of the closed-end investment companies advised by the VK
Adviser. Prior to December, 1991, Senior Vice President
of Van Kampen Merritt Inc.
Donald C. Miller................... Prior to 1992, Director of Royal Group, Inc., a company
415 North Adams in insurance related businesses. Formerly Vice Chairman
Hinsdale, IL 60521 and Director of Continental Illinois National Bank and
Age: 76 Trust Company of Chicago and Continental Illinois
Corporation. A Trustee of each of the Van Kampen American
Capital Funds and Chairman of each Van Kampen American
Capital Fund advised by the VK Adviser.
Jack E. Nelson..................... President of Nelson Investment Planning Services, Inc., a
423 Country Club Drive financial planning company and registered investment
Winter Park, FL 32789 adviser. President of Nelson Investment Brokerage
Age: 60 Services Inc., a member of the National Association of
Securities Dealers, Inc. ("NASD") and Securities
Investors Protection Corp. A Trustee of each of the Van
Kampen American Capital Funds.
Don G. Powell*..................... President, Chief Executive Officer and a Director of
2800 Post Oak Blvd. VK/AC Holding, Inc. and Van Kampen American Capital and
Houston, TX 77056 Chairman, Chief Executive Officer and a Director of the
Age: 56 Distributor, the Adviser, the VK Adviser, Van Kampen
American Capital Management, Inc. and Van Kampen American
Capital Advisors, Inc. Chairman, President and a Director
of Van Kampen American Capital Exchange Corporation,
American Capital Contractual Services, Inc. and American
Capital Shareholders Corporation. Chairman and a Director
of ACCESS Investor Services, Inc. ("ACCESS"), Van Kampen
Merritt Equity Advisors Corp., Van Kampen Merritt Equity
Holdings Corp., and VCJ Inc., McCarthy, Crisanti &
Maffei, Inc., McCarthy, Crisanti & Maffei Acquisition,
and Van Kampen American Capital Trust Company. Chairman,
President and a Director of Van Kampen American Capital
Services, Inc. President, Chief Executive Officer and a
Trustee of each of the Van Kampen American Capital Funds.
Director, Trustee or Managing General Partner of other
open-end investment companies and closed-end investment
companies advised by the Adviser or the VK Adviser.
Jerome L. Robinson................. President of Robinson Technical Products Corporation, a
115 River Road manufacturer and processor of welding alloys, supplies
Edgewater, NJ 07020 and equipment. Director of Pacesetter Software, a
Age: 73 software programming company specializing in white collar
productivity. Director of Panasia Bank. A Trustee of each
of the Van Kampen American Capital Funds.
</TABLE>

B-10
<PAGE> 68

<TABLE>
<CAPTION>
PRINCIPAL OCCUPATIONS OR
NAME, ADDRESS AND AGE EMPLOYMENT IN PAST 5 YEARS
- ----------------------------------- ---------------------------------------------------------
<S> <C>
Fernando Sisto..................... George M. Bond Chaired Professor and, prior to 1995, Dean
Stevens Institute of Graduate School and Chairman, Department of Mechanical
of Technology Engineering, Stevens Institute of Technology. Director of
Castle Point Station Dynalysis of Princeton, a firm engaged in engineering
Hoboken, NJ 07030 research. A Trustee of each of the Van Kampen American
Age: 71 Capital Funds and Chairman of the Van Kampen American
Capital Funds advised by the Adviser.
Wayne W. Whalen*................... Partner in the law firm of Skadden, Arps, Slate, Meagher
333 West Wacker Drive & Flom, legal counsel to the Van Kampen American Capital
Chicago, IL 60606 Funds. A Trustee of each of the Van Kampen American
Age: 56 Capital Funds. He also is a Trustee of The Explorer Trust
and closed-end investment companies advised by the VK
Adviser.
William S. Woodside................ Vice Chairman of the Board of LSG Sky Chefs, Inc., a
712 Fifth Avenue caterer of airline food. Formerly, Director of Primerica
40th Floor Corporation (currently known as The Traveler's Inc.).
New York, NY 10019 Formerly, Director of James River Corporation, a producer
Age: 73 of paper products. Trustee, and former President of
Whitney Museum of American Art. Formerly, Chairman of
Institute for Educational Leadership, Inc., Board of
Visitors, Graduate School of The City University of New
York, Academy of Political Science. Trustee of Committee
for Economic Development. Director of Public Education
Fund Network, Fund for New York City Public Education.
Trustee of Barnard College. Member of Dean's Council,
Harvard School of Public Health. Member of Mental Health
Task Force, Carter Center. A Trustee of each of the Van
Kampen American Capital Funds.
</TABLE>

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

* Such Trustees are "interested persons" (within the meaning of Section 2(a)(19)
of the 1940 Act). Messrs. Powell and McDonnell are interested persons of the
Adviser and the Fund by reason of their positions with the Adviser. Mr. Whalen
is an interested person of the Fund by reason of his firm having acted as
legal counsel to the Fund.

Messrs. Powell and McDonnell own, or have the opportunity to purchase, an
equity interest in VK/AC Holding, Inc., the parent company of VKAC and have
entered into employment contracts (for a term of five years) with VKAC.

The Fund's Officers other than Messrs. Hegel, Nyberg, Wood, Sullivan,
Dalmaso, Martin, Wetherell and Hill are located at 2800 Post Oak Blvd., Houston,
TX 77056. Messrs. Hegel, Nyberg, Wood, Sullivan, Dalmaso, Martin, Wetherell and
Hill are located at One Parkview Plaza, Oakbrook Terrace, IL 60181.

B-11
<PAGE> 69

OFFICERS

<TABLE>
<CAPTION>
POSITIONS AND PRINCIPAL OCCUPATIONS
NAME AND AGE OFFICES WITH FUND DURING PAST 5 YEARS
- ------------------------- -------------------------- -------------------------------------------
<S> <C> <C>
William N. Brown......... Vice President Executive Vice President of the VK Adviser,
Age: 42 AC Adviser, VK/AC Holding, Inc., VKAC, Van
Kampen American Capital Advisors, Inc.,
American Capital Contractual Services,
Inc., Van Kampen American Capital Exchange
Corporation, ACCESS Investor Services,
Inc., and Van Kampen American Capital Trust
Company. Director of American Capital
Shareholders Corporation. Vice President of
each of the Van Kampen American Capital
Funds.
Peter W. Hegel........... Vice President Executive Vice President of the VK Adviser,
Age: 39 AC Adviser, Van Kampen American Capital
Advisors, Inc. Director of McCarthy,
Crisanti & Maffei, Inc. and McCarthy,
Crisanti & Maffei Acquisition Corporation.
Vice President of each of the Van Kampen
American Capital Funds. Vice President of
the closed-end funds advised by the VK
Adviser.
Curtis W. Morell......... Vice President and Chief Vice President and Chief Accounting Officer
Age: 49 Accounting Officer of most of the investment companies advised
by the AC Adviser.
Ronald A. Nyberg......... Vice President and Executive Vice President, General Counsel
Age: 42 Secretary and Secretary of Van Kampen American
Capital and VK/AC Holding, Inc. Executive
Vice President, General Counsel and a
Director of the Distributor. Executive Vice
President and General Counsel of the VK
Adviser and the AC Adviser, Van Kampen
American Capital Management, Inc., VSM Inc.
VCJ, Inc., Van Kampen Merritt Equity
Advisors Corp., and Van Kampen Merritt
Equity Holdings Corp. Executive Vice
President, General Counsel and Assistant
Secretary of Van Kampen American Capital
Advisors, Inc., American Capital
Contractual Services, Inc., Van Kampen
American Capital Exchange Corporation,
ACCESS Investor Services, Inc., American
Capital Shareholders Corporation, and Van
Kampen American Capital Trust Company.
General Counsel of McCarthy, Crisanti &
Maffei, Inc. and McCarthy, Crisanti &
Maffei Acquisition Corp. Vice President and
Secretary of each of the Van Kampen
American Capital Funds. Secretary of the
closed-end funds advised by the VK Adviser.
Director of ICI Mutual Insurance Co., a
provider of insurance to members of the
Investment Company Institute.
Robert C. Peck, Jr....... Vice President Executive Vice President of the VK Adviser.
Age: 49 Executive Vice President and Director of
the AC Adviser. Vice President of each of
the Van Kampen American Capital Funds.
</TABLE>

B-12
<PAGE> 70

<TABLE>
<CAPTION>
POSITIONS AND PRINCIPAL OCCUPATIONS
NAME AND AGE OFFICES WITH FUND DURING PAST 5 YEARS
- ------------------------- -------------------------- -------------------------------------------
<S> <C> <C>
Alan T. Sachtleben....... Vice President Executive Vice President of the VK Adviser.
Age: 53 Executive Vice President and a Director of
the AC Adviser. Vice President of each of
the Van Kampen American Capital Funds.
Paul R. Wolkenberg....... Vice President Executive Vice President of the VK Adviser
Age: 51 and the AC Adviser. President, Chief
Executive Officer and a Director of Van
Kampen American Capital Trust Company and
ACCESS. Vice President of each of the Van
Kampen American Capital Funds.
Edward C. Wood III....... Vice President and Chief Senior Vice President of VK Adviser and the
Age: 40 Financial Officer AC Adviser. Vice President and Chief
Financial Officer of each of the Van Kampen
American Capital Funds. Vice President,
Treasurer and Chief Financial Officer of
the closed-end funds advised by VK Adviser.
John L. Sullivan......... Treasurer First Vice President of the VK Adviser and
Age: 40 AC Adviser. Treasurer of each of the Van
Kampen American Capital Funds. Controller
of the closed-end funds advised by the VK
Adviser. Formerly Controller of open-end
funds advised by VK Adviser.
Tanya M. Loden........... Controller Controller of most of the investment
Age: 36 companies advised by the Adviser, formerly
Tax Manager/Assistant Controller.
Nicholas Dalmaso......... Assistant Secretary Assistant Vice President and Senior
Age: 30 Attorney of VKAC. Assistant Vice President
and Assistant Secretary of the Distributor,
the VK Adviser, the AC Adviser, and Van
Kampen American Capital Management, Inc.
Assistant Vice President of Van Kampen
American Capital Advisors, Inc. Assistant
Secretary of each of the Van Kampen
American Capital Funds, Assistant Secretary
of the closed-end funds advised by the VK
Adviser. Prior to May 1992, attorney for
Cantwell & Cantwell, a Chicago law firm.
Huey P. Falgout, Jr...... Assistant Secretary Assistant Vice President and Senior
Age: 32 Attorney of VKAC. Assistant Vice President
and Assistant Secretary of the Distributor,
the VK Adviser, the AC Adviser, Van Kampen
American Capital Management, Inc., Van
Kampen American Capital Advisors, Inc.,
American Capital Contractual Services,
Inc., Van Kampen American Capital Exchange
Corporation, ACCESS, and American Capital
Shareholders Corporation. Assistant
Secretary of each of the Van Kampen
American Capital Funds.
</TABLE>

B-13
<PAGE> 71

Weston B. Wetherell...... Assistant Secretary Vice President, Associate General Counsel
Age: 39 and Assistant Secretary of VKAC, the VK
Adviser, the AC Adviser and the
Distributor, Van Kampen American Capital
Management, Inc. Van Kampen American
Capital Advisors, Inc. Assistant Secretary
of each of the Van Kampen American Capital
Funds. Assistant Secretary of closed-end
funds advised by VK Adviser.

Perry Farrell............ Assistant Treasurer Assistant Treasurer of each of the Van
Age: 59 Kampen American Capital Funds.

Steven M. Hill........... Assistant Treasurer Assistant Vice President of the VK Adviser
Age: 31 and AC Adviser. Assistant Treasurer of each
of the Van Kampen American Capital Funds.
Assistant Treasurer of the closed-end funds
advised by the VK Adviser.

Robert Sullivan.......... Assistant Controller Assistant Controller of each of the Van
Age: 62 Kampen American Capital Funds.
</TABLE>

Each of the foregoing trustees and officers holds the same position with
each of 46 other Van Kampen American Capital mutual funds (the "Fund Complex").
Each trustee who is not an affiliated person of the Adviser, the Distributor or
VKAC (each a "Non-Affiliated Trustee") is compensated by an annual retainer and
meeting fees for services to the funds in the Fund Complex. Each fund in the
Fund Complex provides a deferred compensation plan to its Non-Affiliated
Trustees that allows trustees to defer receipt of his or her compensation and
earn a return on such deferred amounts based upon the return of the common
shares of the funds in the Fund Complex as more fully described below.

The compensation of each Non-Affiliated Trustee includes a retainer by the
funds in the Fund Complex advised by the AC Adviser (the "AC Funds") in an
amount equal to $35,000 per calendar year, due in four quarterly installments on
the first business day of each calendar quarter. The AC Funds pay each Non-
Affiliated Trustee a per meeting fee in the amount of $2,000 per regular
quarterly meeting attended by the

B-14
<PAGE> 72

Non-Affiliated Trustee, due on the date of such meeting, plus reasonable
expenses incurred by the Non-Affiliated Trustee in connection with his or her
services as a trustee. Payment of the annual retainer and the regular meeting
fee is allocated among the AC Funds (i) 50% on the basis of the relative net
assets of each AC Fund to the aggregate net assets of all the AC Funds and (ii)
50% equally to each AC Fund, in each case as of the last business day of the
preceding calendar quarter. Each AC Fund participating in any special meeting of
the trustees generally pays each Non-Affiliated Trustee a per meeting fee in the
amount of $125 per special meeting attended by the Non-Affiliated Trustee, due
on the date of such meeting, plus reasonable expenses incurred by the
Non-Affiliated Trustee in connection with his or her services as a trustee,
provided that no compensation will be paid in connection with certain telephonic
special meetings.

The trustees have approved an aggregate compensation cap with respect to
the Fund Complex of $84,000 per Non-Affiliated Trustee per year (excluding any
retirement benefits) for the period July 22, 1995 through December 31, 1996,
subject to the net assets and the number of mutual funds in the Fund Complex as
of July 21, 1995 and certain other exceptions. In addition, the Adviser has
agreed to reimburse each fund in the Fund Complex through December 31, 1996 for
any increase in the aggregate trustee's compensation over the aggregate
compensation paid by such fund in its 1994 fiscal year, provided that if a fund
did not exist for the entire 1994 fiscal year appropriate adjustments will be
made.

Each Non-Affiliated Trustee can elect to defer receipt of all or a portion
of the compensation earned by such Non-Affiliated Trustee until retirement.
Amounts deferred are retained by the Fund and earn a rate of return determined
by reference to the return on the common shares of the Fund or other mutual
funds in the Fund Complex as selected by the respective Non-Affiliated Trustee.
To the extent permitted by the 1940 Act, the Fund will invest in securities of
those mutual 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 Fund.

The Fund adopted a retirement plan on January 25, 1996. Under the Fund's
retirement plan, a Non-Affiliated Trustee who is receiving trustee's fees from
the Fund prior to such Non-Affiliated Trustee's retirement, has at least ten
years of service and retires at or after attaining the age of 60, is eligible to
receive a retirement benefit equal to $2,500 per year for each of the ten years
following such trustee's retirement. Under certain conditions, reduced benefits
are available for early retirement provided the trustee has served at least five
years. As of the date hereof the retirement plan contains a Fund Complex
retirement benefit cap of $60,000 per year. The Adviser will reimburse the Fund
for expenses related to the retirement plan through December 31, 1996.

B-15
<PAGE> 73

Additional information regarding compensation before deferral paid by the
Fund and other funds in the Fund Complex is set forth below.

COMPENSATION TABLE(1)

<TABLE>
<CAPTION>
TOTAL
COMPENSATION
AGGREGATE PENSION OR ESTIMATED BEFORE DEFERRAL
COMPENSATION RETIREMENT ANNUAL FROM FUND
BEFORE DEFERRAL BENEFITS ACCRUED BENEFITS AND FUND
FROM AS PART OF FUND UPON COMPLEX PAID TO
NAME(2) FUND(3) EXPENSES(4) RETIREMENT(5) TRUSTEE(6)
- ------------------------------------ ---------------- --------------------- ----------- ---------------
<S> <C> <C> <C> <C>
J. Miles Branagan................... $2,290 -0- 2,250 $84,250
Dr. Richard E. Caruso............... 2,290 -0- -0- 83,250
Philip P. Gaughan................... -- -0- -0- 76,500
Linda Hutton Heagy.................. 130 -0- 2,500 38,417
Dr. Roger Hilsman................... 2,450 -0- 2,500 91,250
R. Craig Kennedy.................... 480 -0- 2,500 92,625
Donald C. Miller.................... 480 -0- -0- 94,625
Jack E. Nelson...................... 480 -0- 2,250 93,625
David Rees.......................... 1,080 -0- 2,500 83,250
Jerome L. Robinson.................. 480 -0- -0- 89,375
Lawrence J. Sheehan 2,450 -0- $ 1,250 91,250
Dr. Fernando Sisto.................. 2,730 -0- 2,500 98,750
Wayne W. Whalen..................... 480 -0- 2,500 93,375
William S. Woodside................. 2,290 -0- 2,500 79,125
</TABLE>

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

(1) As indicated in the other explanatory notes, the amounts in the table relate
to the applicable trustees during the Fund's last fiscal year ended November
30, 1995 or the Fund Complex' last calendar year ended December 31, 1995.

(2) Messrs. Powell and McDonnell, trustees of the Fund, are affiliated persons
of the Adviser and are not eligible for compensation or retirement benefits
from the Registrant. Messrs. Gaughan, Kennedy, Miller, Nelson, Robinson and
Whalen were elected by shareholders to the Board of Trustees on July 21,
1995. Ms. Heagy was appointed to the Board of Trustees on September 7, 1995.
Mr. McDonnell was appointed to the Board of Trustees on January 29, 1996.
Mr. Gaughan retired from the Board of Trustees on January 26, 1996. Messrs.
Caruso, Rees and Sheehan were removed from the Board of Trustees effective
September 7, 1995, January 29, 1996 and January 29, 1996, respectively.

(3) The amounts shown in this column are accumulated from the Aggregate
Compensation before Deferral of the Fund during its fiscal year ended
November 30, 1995. The following trustees deferred all or substantially all
of their total compensation from the Fund during the fiscal year ended
November 30, 1995: Dr. Caruso, Mr. Gaughan, Ms. Heagy, Mr. Kennedy, Mr.
Miller, Mr. Nelson, Mr. Robinson, Dr. Sisto, and Mr. Whalen. For trustees
who have served greater than one year and have deferred account balances,
the cumulative deferred compensation (including interest) accrued with
respect to each trustee from the Fund as of November 30, 1995 is as follows:
Dr. Caruso, $8,666 and Dr. Sisto, $1,638. The deferred compensation plan is
described above the Compensation Table. Amounts deferred are retained by the
Fund and earn a rate of return determined by reference to either the return
on the common shares of the Fund or other mutual funds in the Fund Complex
as selected by the respective Non-Affiliated Trustee. To the extent
permitted by the 1940 Act, it is anticipated that the Fund will invest in
securities of those mutual funds selected by the Non-Affiliated Trustees in
order to match the deferred compensation obligation.

(4) The amounts shown in this column are zero because the Fund did not adopt its
retirement plan until after the end of its 1995 fiscal year. The amounts in
this column will remain zero in the Fund's 1996 fiscal year the because the
Adviser has agreed to reimburse the Fund for expenses related to the
retirement plan through December 31, 1996; absent such reimbursement, the
aggregate expenses of the Fund for all trustees would be approximately
$18,000 in its 1996 fiscal year. The retirement plan is described above the
Compensation Table.

B-16
<PAGE> 74

(5) The amounts shown in this column are the estimated annual benefits payable
per year from the Fund for the 10-year period commencing in the year of such
trustee's retirement. The amounts were computed based on each trustee's
anticipated retirement date. The retirement plan is described above the
Compensation Table.

(6) The amounts shown in this column are accumulated from the Aggregate
Compensation before Deferral of each of the 46 mutual funds in the Fund
Complex as of December 31, 1995. The following trustees deferred
compensation paid by the Fund and the Fund Complex during the calendar year
ended December 31, 1995; Dr. Caruso, $41,750; Mr. Gaughan, $57,750; Ms.
Heagy, $8,750; Mr. Kennedy, $65,875; Mr. Miller, $65,875; Mr. Nelson,
$65,875; Mr Rees, $8,375; Mr. Robinson, $62,375; Dr. Sisto, $30,260; and Mr.
Whalen, $65,625. The deferred compensation earns a rate of return determined
by reference to the return on the common shares of the Fund or other mutual
funds in the Fund Complex as selected by the respective Non-Affiliated
Trustee. To the extent permitted by the 1940 Act, it is anticipated that the
Fund will invest in securities of those mutual funds selected by the
Non-Affiliated Trustees in order to match the deferred compensation
obligation. The trustees' Fund Complex compensation cap commenced on July
22, 1995 and covered the period between July 22, 1995 and December 31, 1995.
Compensation received prior to July 22, 1995 was not subject to the cap. For
the calendar year ended December 31, 1995, while certain trustees received
compensation over $84,000 in the aggregate, no trustee received compensation
in excess of the pro rata amount of the Fund Complex cap for the period July
22, 1995 through December 31, 1995. In addition to the amounts set forth
above, certain trustees received lump sum retirement benefit distributions
not subject to the cap in 1995 related to three mutual funds that ceased
investment operations during 1995 as follows: Mr. Gaughan, $22,136; Mr.
Miller, $33,205; Mr. Nelson, $30,851; Mr. Robinson, $11,068; and Mr. Whalen,
$27,332. The Adviser and its affiliates also serve as investment adviser for
other investment companies; however, with the exception of Messrs. Powell,
McDonnell and Whalen, the trustees were not trustees of such investment
companies. Combining the Fund Complex with other investment companies
advised by the Adviser and its affiliates, Mr. Whalen received Total
Compensation of $268,857 during the calendar year ended December 31, 1995.

As of March 22, 1996, the trustees and officers of the Fund as a group
owned less than 1% of the shares of the Fund. As of March 22, 1996, no trustee
or officer of the Fund owns or would be able to acquire 5% or more of the common
stock of VK/AC Holding, Inc.

INVESTMENT ADVISORY AGREEMENT

The Fund and the Adviser are parties to an investment advisory agreement
(the "Advisory Agreement"). Under the Advisory Agreement, the Fund retains the
Adviser to manage the investment of its assets and to place orders for the
purchase and sale of its portfolio securities. The Adviser is responsible for
obtaining and evaluating economic, statistical, and financial data and for
formulating and implementing investment programs in furtherance of the Fund's
investment objectives. The Adviser also furnishes at no cost to the Fund (except
as noted herein) the services of sufficient executive and clerical personnel for
the Fund as are necessary to prepare registration statements, prospectuses,
shareholder reports, and notices and proxy solicitation materials. In addition,
the Adviser furnishes at no cost to the Fund the services of a President of the
Fund, one or more Vice Presidents as needed, and a Secretary.

Under the Advisory Agreement, the Fund bears the cost of its accounting
services, which includes maintaining its financial books and records and
calculating the daily net asset value of the Fund. The costs of such accounting
services include the salaries and overhead expenses of a Treasurer or other
principal financial officer and the personnel operating under his direction. The
services are provided at cost which is allocated among the investment companies
advised by the Adviser. The Fund also pays transfer agency fees, distribution
fees, service fees, custodian fees, legal fees, the costs of reports to
shareholders and all other ordinary expenses not specifically assumed by the
Adviser.

Under the Advisory Agreement, the Fund pays to the Adviser as compensation
for the services rendered, facilities furnished, and expenses paid by it a fee
payable monthly computed on average daily net assets of the Fund at an annual
rate of 0.60% of the first $300 million of aggregate average net assets, 0.55%
of the next

B-17
<PAGE> 75

$300 million of aggregate average net assets and 0.50% of aggregate average net
assets in excess of $600 million.

The Adviser has entered into a subadvisory agreement (the "Subadvisory
Agreement") with the Subadviser to assist it in performing its investment
advisory function with respect to the Fund. Pursuant to the Subadvisory
Agreement, the Subadviser receives an annual fee, payable monthly, of 0.40% of
the first $20 million of average daily net assets, 0.25% of the next $30 million
of average daily net assets and 0.15% of the excess over $50 million. The
Adviser and Subadviser are hereinafter referred to as the "Advisers."

The average daily net assets are determined by taking the average of all of
the determinations of the net assets for each business day during a given
calendar month. Such fees are payable for each calendar month as soon as
practicable after the end of that month. The fee payable to the Adviser is
reduced by any commissions, tender solicitation and other fees, brokerage or
similar payments received by the Adviser or any other direct or indirect
majority-owned subsidiary of VK/AC Holding, Inc., in connection with the
purchase and sale of portfolio investments of the Fund, less any direct expenses
incurred by such subsidiary of VK/AC Holding, Inc. in connection with obtaining
such payments. The Adviser shall use its best efforts to recapture all available
tender solicitation fees and exchange offer fees in connection with each of the
Fund's transactions and shall advise the Trustees of the Fund of any other
commissions, fees, brokerage or similar payments which may be possible under
applicable laws for the Adviser or any other direct or indirect majority owned
subsidiary of VK/AC Holding, Inc. to receive in connection with the Fund's
portfolio transactions or other arrangements which may benefit the Fund.

The Advisory Agreement also provides that, in the event the ordinary
business expenses of the Fund for any fiscal year exceed 0.95% of the average
daily net assets, the compensation due the Adviser will be reduced by the amount
of such excess and that, if a reduction in and refund of the advisory fee is
insufficient, the Adviser will pay the Fund monthly an amount sufficient to make
up the deficiency, subject to readjustment during the year. Ordinary business
expenses do not include (1) interest and taxes, (2) brokerage commissions, (3)
payments made pursuant to distribution plans (described below), (4) certain
litigation and indemnification expenses as described in the Advisory Agreement,
and (5) insurance premiums paid by the Fund to insure the timely payment of
principal and interest on its portfolio obligations. The Advisory Agreement also
provides that the Adviser shall not be liable to the Fund for any actions or
omissions if it acted in good faith without negligence or misconduct.

For the period ended December 1, 1987 to March 31, 1990, in addition to the
contractual expense limitation, the Adviser elected to reimburse the Fund for
all ordinary business expenses, exclusive of taxes and interest, in excess of
0.85% of the average daily net assets.

B-18
<PAGE> 76

The following table shows expenses payable under the Advisory Agreement
during the fiscal years ending November 30, 1993, 1994 and 1995.

<TABLE>
<CAPTION>
FISCAL YEAR ENDING
11/30/93:
---------------------
<S> <C>
Gross Advisory Fees $2,390,833
Accounting Services $ 132,407
Contractual Expense Reimbursement $ -0-
Voluntary Expense Reimbursement $ -0-
</TABLE>

<TABLE>
<CAPTION>
FISCAL YEAR ENDING
11/30/94:
--------------------
<S> <C>
Gross Advisory Fees $3,172,407
Accounting Services $ 163,929
Contractual Expense Reimbursement $ -0-
</TABLE>

<TABLE>
<CAPTION>
FISCAL YEAR ENDING
11/30/95:
--------------------
<S> <C>
Gross Advisory Fees $3,906,255
Accounting Services $ 158,098
Contractual Expense Reimbursement $ 8,371
</TABLE>

The Advisory Agreement may be continued from year to year if specifically
approved at least annually (a)(i) by the Trust's Trustees or (ii) by vote of a
majority of the Trust's outstanding voting securities, and (b) by the
affirmative 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. The Advisory Agreement provides that it shall
terminate automatically if assigned and that it may be terminated without
penalty by either party on 30 days' written notice.

DISTRIBUTOR

The Distributor acts as the principal underwriter of the shares of the Fund
pursuant to a written agreement (the "Underwriting Agreement"). The Distributor
has the exclusive right to distribute shares of the Fund through affiliated and
unaffiliated dealers. The Distributor's obligation is an agency or "best
efforts" arrangement under which the Distributor is required to take and pay for
only such shares of the Fund as may be sold to the public. The Distributor is
not obligated to sell any stated number of shares. The Underwriting Agreement is
renewable from year to year if approved (a) by the Fund's Trustees or by a vote
of a majority of the Fund's outstanding voting securities, and (b) by the
affirmative vote of a majority of Trustees who are not parties to the
Underwriting Agreement or interested persons of any party, by votes cast in
person at a meeting called for such purpose. The Underwriting Agreement provides
that it will terminate if assigned, and that it may be terminated without
penalty by either party on 60 days' written notice.

For the fiscal years ending November 30, 1993, 1994 and 1995, total
underwriting commissions on the sale of shares of the Fund were $4,146,051,
$2,667,572, and $3,369,458, respectively. Of such totals, the amount retained by
the Distributor was $635,449, $27,152 and $399,162, respectively. The remainder
was reallowed to dealers. Of such dealer reallowances, $168,470, $81,508 and
$173,684, respectively, was received by Advantage Capital Corporation, a former
affiliated dealer of the Fund.

DISTRIBUTION PLANS

The Fund adopted a Class A distribution plan, a Class B distribution plan
and a Class C distribution plan (the "Class A Plan," "Class B Plan" and "Class C
Plan," respectively) to permit the Fund directly or indirectly to pay expenses
associated with servicing shareholders and in the case of the Class B Plan and
Class C Plan the distribution of its shares (the Class A Plan, the Class B Plan
and the Class C Plan are sometimes referred to herein collectively as "Plans"
and individually as a "Plan").

B-19
<PAGE> 77

The Trustees have authorized payments by the Fund under the Plans to
reimburse the Distributor for its payments to certain financial institutions
(which may include banks), securities dealers and other industry professionals
(collectively, "authorized dealers") for administration, for servicing Fund
shareholders who are also their clients and/or for distribution. Such payments
are based on an annual percentage of the value of Fund shares held in
shareholder accounts for which such authorized dealers are responsible. With
respect to the Class A Plan, the Distributor intends to make payments thereunder
only to compensate authorized dealers for personal service and/or the
maintenance of shareholder accounts. With respect to the Class B and Class C
Plans, authorized payments by the Fund include payments at an annual rate of up
to 0.25% of the net assets of the shares of the respective class to reimburse
the Distributor for payments for personal service and/or the maintenance of
shareholder accounts. With respect to the Class B Plan, authorized payments by
the Fund also include payments at an annual rate of up to 0.75% of the net
assets of the Class B shares of the Fund to reimburse the Distributor for (1)
commissions and transaction fees of up to 4.00% of the purchase price of the
Class B shares purchased by the clients of authorized dealers, (2) out-of-pocket
expenses of printing and distributing prospectuses and annual and semi-annual
shareholder reports to other than existing shareholders, (3) out-of-pocket and
overhead expenses for preparing, printing and distributing advertising material
and sales literature, (4) expenses for promotional incentives to broker-dealers
and financial and industry professions, (5) advertising and promotion expenses,
including conducting and organizing sales seminars, marketing support salaries
and bonuses, and travel-related expenses, and (6) interest expense at the 3
month LIBOR rate plus 1 1/2% compounded quarterly on the unreimbursed
distribution expenses. With respect to the Class C Plan, authorized payments by
the Fund also include payments at an annual rate of up to 0.75% of the net
assets of the Class C shares of the Fund to reimburse the Distributor for (1)
upfront commissions and transaction fees of up to 0.75% of the purchase price of
Class C shares purchased by the clients of authorized dealers and ongoing
commissions and transaction fees paid to authorized dealers in an amount up to
0.75% of the average daily net assets of the Fund's Class C shares, (2)
out-of-pocket expenses of printing and distributing prospectuses and annual and
semi-annual shareholder reports to other than existing shareholders, (3)
out-of-pocket and overhead expenses for preparing, printing and distributing
advertising material and sales literature, (4) expenses for promotional
incentives to broker-dealers and financial and industry professionals, (5)
advertising and promotion expenses, including conducting and organizing sales
seminars, marketing support salaries and bonuses, and travel-related expenses,
and (6) interest expense at the 3 month LIBOR rate plus 1 1/2% compounded
quarterly on the unreimbursed distribution expenses. Such reimbursements are
subject to the maximum sales charge limits specified by the NASD for asset-based
charges.

Banks are currently prohibited under the Glass-Steagall Act from providing
certain underwriting or distribution services. If banking firms were prohibited
from acting in any capacity or providing any of the described services, the
Distributor would consider what action, if any, would be appropriate. The
Distributor does not believe that termination of a relationship with a bank
would result in any material adverse consequences to the Trust. In addition,
state securities laws on this issue may differ from the interpretations of
federal law expressed herein and banks and financial institutions may be
required to register as dealers pursuant to state law.

As required by Rule 12b-1 under the 1940 Act, each plan and the forms of
servicing agreement and selling group agreement were approved by the Trustees,
including a majority of the Trustees who are not affiliated persons (as defined
in the 1940 Act) of the Trust and who have no direct or indirect financial
interest in the operation of any of the plans or in any agreements related to
each plan ("Independent Trustees"). In approving each plan in accordance with
the requirements of Rule 12b-1, the Trustees determined that there is a
reasonable likelihood that each plan will benefit the Fund and its shareholders.

Each plan requires the Distributor to provide the Trustees at least
quarterly with a written report of the amounts expended pursuant to each plan
and the purposes for which such expenditures were made. Unless sooner terminated
in accordance with its terms, the plans will continue in effect for a period of
one year and thereafter will continue in effect so long as such continuance is
specifically approved at least annually by the Trustees, including a majority of
the Independent Trustees.

Each plan may be terminated by vote of a majority of the Independent
Trustees, or by a vote of a majority of the outstanding voting shares of the
respective class of the Fund. Any change in any of the plans that would

B-20
<PAGE> 78

materially increase the distribution or service expenses borne by the Fund
requires shareholder approval, voting separately by class of the Fund;
otherwise, it may be amended by a majority of the Trustees, including a majority
of the Independent Trustees, by vote cast in person at a meeting called for the
purpose of voting upon such amendment. So long as the plans are in effect, the
selection or nomination of the Independent Trustees is committed to the
discretion of the Independent Trustees.

For the fiscal year ending November 30, 1995, gross aggregate expenses
under the Class A Plan were $1,172,671, or 0.25% of the Class A shares' average
daily net assets. Such expenses were paid to reimburse the Distributor for
payments made to authorized dealers for servicing Fund shareholders and
administering the Class A Plan.

For the fiscal year ended November 30, 1995, the aggregate expenses under
the Class B Plan were $2,037,581, or 1.00%, of the Class B shares' average daily
net assets. Such expenses were paid to reimburse the Distributor for the
following payments: $1,528,186 for commissions and transaction fees paid to
authorized dealers in respect of sales of Class B shares of the Fund and
$509,395 for fees paid to Service Organizations for servicing Class B
shareholders and administering the Class B Plan.

For the fiscal year ended November 30, 1995, the aggregate expenses under
the Class C Plan were $250,107, or $1.00% of the Class C shares' average daily
net assets. Such expenses were paid to reimburse the Distributor for the
following payments: $187,580 for the commissions and transaction fees paid to
authorized dealers in respect of sales of Class C shares of the Fund and $62,527
for fees paid to authorized dealers for servicing Class C shareholders and
administering the Class C Plan.

TRANSFER AGENT

During the fiscal year ended November 30, 1995, ACCESS, shareholder service
agent and dividend disbursing agent for the Fund, received fees aggregating
$648,335. These services are provided at cost plus a profit.

PORTFOLIO TRANSACTIONS AND BROKERAGE

The Advisers are responsible for decisions to buy and sell securities for
the Fund and for the placement of its portfolio business and the negotiation of
any commissions, if any, paid on such transactions. As most transactions made by
the Fund are principal transactions at net prices, the Fund incurs little or no
brokerage costs except for commissions paid with respect to transactions in
future contracts and options. Fund securities are normally purchased directly
from the issuer or 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 the spread between the bid and asked price.
Sales to dealers are effected at bid prices.

The Advisers are responsible for placing portfolio transactions and do so
in a manner deemed fair and reasonable to the 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 commissions, the Advisers consider
the firm's reliability, the quality of its execution services on a continuing
basis and its financial condition. When more than one firm is believed to meet
these criteria, consideration may be given to firms which also provide research
services to the Fund or the Advisers. No specific value can be assigned to such
research services which are furnished without cost to the Advisers. The
investment advisory fee is not reduced as a result of the Advisers' receipt of
such research services. Services provided may include (a) furnishing advice as
to the value of the 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 the accounts, and (c) effecting securities transactions and
performing functions incidental thereto (such as clearance, settlement and
custody). Research services furnished by firms through which the Fund effects
its securities transactions may be used by the Advisers in servicing all of
their advisory accounts; not all of such services may be used by the Advisers in
connection with the Fund.

B-21
<PAGE> 79

Consistent with the Rules of Fair Practice of the National Association of
Securities Dealers, Inc. and subject to seeking best execution of such other
policies as the Trustees may determine, the Advisers may consider sales of
shares of the Fund as a factor in the selection of firms to execute portfolio
transactions for the Fund.

The Advisers place portfolio transactions for other advisory accounts
including other investment companies. The Advisers seek to allocate portfolio
transactions equitably whenever concurrent decisions are made to purchase or
sell securities by the 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 the Fund. In making such allocations among the Fund and other
advisory accounts, the main factors considered by the Advisers are 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.

During the fiscal years ended November 30, 1993, 1994 and 1995, the Fund
paid $5,481, $79,957 and $38,053, respectively, in brokerage commissions on
portfolio transactions. The negotiated commission paid to an affiliated broker
on any transaction would be comparable to that payable to a non-affiliated
broker in a similar transaction.

The Fund conducted no affiliated brokerage transactions through affiliated
brokers during the last three fiscal years.

During the year ended November 30, 1995, the Fund paid $10 in brokerage
commissions on transactions totalling $2,117 to brokers selected primarily on
the basis of research services provided to the Adviser.

DETERMINATION OF NET ASSET VALUE

The net asset value of the shares of the Fund is computed by dividing the
value of all securities held by the Fund plus other assets, less liabilities
(including accrued expenses), by the number of shares outstanding. Such
computation is made as of the close of the New York Stock Exchange (the
"Exchange") (currently 4:00 p.m., New York time) on each business day on which
the New York Stock Exchange is open.

Each Fund's investments in bonds are valued by an independent pricing
service ("Service"). When, in the judgment of the Service, quoted bid prices for
bonds are readily available and are representative of the bid side of the
market, these bonds are valued at such quoted bid prices (as obtained by the
Service from dealers in such securities). Other bonds are carried at fair value
as determined by the Service, based on methods which include consideration of:
yields or prices of municipal bonds of comparable quality, coupon, maturity and
type; indications as to values from dealers; and general market conditions. The
Service may employ electronic data processing techniques and/or a matrix system
to determine valuations. Options are valued at the last sale price or, if no
sales are reported, at the mean between the bid and asked prices. Any bonds
which are not valued by the independent pricing service would be valued at fair
value using methods determined in good faith by the Trustees. Expenses and fees,
including the investment advisory fee are accrued daily and taken into account
for the purpose of determining the net asset value of shares of each Fund.
Short-term instruments having remaining maturities of 60 days or less are valued
at amortized cost.

The assets belonging to the Class A shares, the Class B shares and the
Class C shares of the Fund will be invested together in a single portfolio. The
net asset value of each class will be determined separately by subtracting the
expenses and liabilities allocated to that class from the assets belonging to
that class.

B-22
<PAGE> 80

PURCHASE AND REDEMPTION OF SHARES

The following information supplements that set forth in the Fund's
Prospectus under the heading "Purchase of Shares."

PURCHASE OF SHARES

The Fund's shares are sold in a continuous offering and may be purchased on
any business day through authorized dealers.

ALTERNATIVE SALES ARRANGEMENTS

The Fund issues 3 classes of shares: Class A shares; Class B shares and
Class C shares. The 3 classes of shares each represent interests in the same
portfolio of investments of the Fund, have the same rights and are identical in
all respects, except that Class B shares and Class C shares bear the expenses of
the deferred sales arrangements, distribution fees, and any expenses (including
higher transfer agency costs) resulting from such sales arrangements, and have
exclusive voting rights with respect to the Rule 12b-1 distribution plan
pursuant to which the distribution fee is paid.

INVESTMENTS BY MAIL

A shareholder investment account may be opened by completing the
application accompanying the Prospectus and forwarding the application, through
the authorized dealer, to ACCESS, at P.O. Box 419319, Kansas City, Missouri
64141-6319. The account is opened only upon acceptance of the application by
ACCESS. The minimum initial investment of at least $500 per class of shares, in
the form of a check payable to the Fund, must accompany the application. This
minimum may be waived by the Distributor for plans involving continuing
investments. Minimum subsequent investments of at least $25 per class of shares
may be mailed directly to ACCESS. All such investments are made at the public
offering price of the Fund's shares next computed following receipt of payment
by ACCESS. Confirmations of the opening of an account and of all subsequent
transactions in the account are forwarded by ACCESS to the investor's authorized
dealer.

In processing applications and investments, ACCESS acts as agent for the
investor and for the authorized dealer named thereon, and also as agent for the
Distributor, in accordance with the terms of the Prospectus. If ACCESS ceases to
act as such, a successor company named by the Fund will act in the same capacity
so long as the account remains open.

REDEMPTION OF SHARES

Redemptions are not made on days during which the New York Stock Exchange
is closed. The right of redemption may be suspended and the payment therefor may
be postponed for more than 7 days during any period when (a) the New York Stock
Exchange is closed for other than customary weekends or holidays; (b) trading on
the New York Stock Exchange is restricted; (c) an emergency exists as a result
of which disposal by the Fund of securities owned by it is not reasonably
practicable or it is not reasonably practical for the Fund to fairly determine
the value of its net assets; or (d) the SEC, by order, so permits.

CONTINGENT DEFERRED SALES CHARGE -- CLASS A

For investments in the amount of $1,000,000 or more of Class A shares of
the Fund ("Qualified Purchaser"), the front-end sales charge will be waived and
a contingent deferred sales charge ("CDSC-Class A") of 1.00% is imposed in the
event of certain redemptions within one year of the purchase. If a CDSC-Class A
is imposed upon redemption, the amount of the CDSC-Class A will be equal to the
lesser of 1.00% of the net asset value of shares at the time of purchase, or
1.00% of the net asset value of the shares at the time of redemption.

The CDSC-Class A will only be imposed if a Qualified Purchaser redeems an
amount which causes the value of the account to fall below the total dollar
amount of purchase payments made by the Qualified Purchaser without an initial
sales charge during the one-year period prior to the redemption. The CDSC-

B-23
<PAGE> 81

Class A will be waived in connection with redemptions by certain Qualified
Purchasers (e.g., in retirement plans qualified under Section 401(a) of the Code
and deferred compensation plans under Section 457 of the Code) required to
obtain funds to pay distributions to beneficiaries pursuant to the terms of the
plans. Such payments include, but are not limited to, death, disability,
retirement or separation from service. No CDSC-Class A will be imposed on
exchanges between funds. For purposes of the CDSC-Class A, when shares of one
fund are exchanged for shares of another fund, the purchase date for the shares
of the fund exchanged into will be assumed to be the date on which shares were
purchased in the fund from which the exchange was made. If the exchanged shares
themselves are acquired through an exchange, the purchase date is assumed to
carry over from the date of the original election to purchase shares subject to
a CDSC-Class A rather than a front-end load sales charge. In determining whether
a CDSC-Class A is payable, it is assumed that shares held the longest are the
first to be redeemed.

Cumulative Purchase Discounts and Letters of Intent apply to the net asset
value privilege. Also, in order to establish an amount of $1,000,000 or more, a
Qualified Purchaser may aggregate shares of Van Kampen American Capital Reserve
Fund and Van Kampen American Capital Tax Free Money Fund with shares of certain
other participating funds described as "Participating Funds" in the Prospectus.

WAIVER OF CLASS B AND CLASS C CONTINGENT DEFERRED SALES CHARGE ("CDSC -- CLASS B
AND C")

As described in the Prospectus under "Purchase of Shares," redemption of
Class B shares and Class C shares will be subject to a contingent deferred sales
charge. The CDSC -- Class B and C may be waived on redemptions of Class B shares
and Class C shares in the circumstances described below:

(a) Redemption Upon Disability or Death

The Fund will waive the CDSC -- Class B and C on redemptions following the
death or disability of a Class B and Class C shareholder. An individual will be
considered disabled for this purpose if he or she meets the definition thereof
in Section 72(m)(7) of the Internal Revenue Code (the "Code"), which in
pertinent part defines a person as disabled if such person "is unable to engage
in any substantial gainful activity by reason of any medically determinable
physical or mental impairment which can be expected to result in death or to be
of long-continued and indefinite duration." While the Fund does not specifically
adopt the balance of the Code's definition which pertains to furnishing the
Secretary of Treasury with such proof as he or she may require, the Distributor
will require satisfactory proof of death or disability before it determines to
waive the CDSC -- Class B and C.

In cases of disability or death, the CDSC -- Class B or C will be waived
where the descendent or disabled person is either an individual shareholder or
owns the shares as a joint tenant with right of survivorship or is the
beneficial owner of a custodial or fiduciary account, and where the redemption
is made within one year of the death or initial determination of disability.
This waiver of the CDSC -- Class B or C applies to a total or partial
redemption, but only to redemptions of shares held at the time of the death or
initial determination of disability.

(b) Redemption in Connection with Certain Distributions from Retirement
Plans

The Fund will waive the CDSC -- Class B and C when a total or partial
redemption is made in connection with certain distributions from Retirement
Plans. The charge may be waived upon the tax-free rollover or transfer of assets
to another Retirement Plan invested in one or more of Van Kampen American
Capital Funds; in such event, as described below, the Fund will "tack" the
period for which the original shares were held on to the holding period of the
shares acquired in the transfer or rollover for purposes of determining what, if
any CDSC -- Class B and C is applicable in the event that such acquired shares
are redeemed following the transfer or rollover. The charge also will be waived
on any redemption which results from the return of an excess contribution
pursuant to Section 408(d)(4) or (5) of the Code, the return of excess deferral
amounts pursuant to Code Section 401(k)(8) or 402(g)(2), or from the death or
disability of the employee (see Code Section 72(m)(7) and 72(t)(2)(A)(ii). In
addition, the charge will be waived on any minimum distribution required to be
distributed in accordance with Code Section 401(a)(9).

B-24
<PAGE> 82

The Fund does not intend to waive the CDSC -- Class B and C for any
distributions from IRAs or other Retirement Plans not specifically described
above.

A shareholder may elect to participate in a systematic withdrawal plan (the
"Plan") with respect to the shareholder's investment in the Fund. Under the
Plan, a dollar amount of a participating shareholder's investment in the Fund
will be redeemed systematically by the Fund on a periodic basis, and the
proceeds mailed to the shareholder. The amount to be redeemed and frequency of
the systematic withdrawals will be specified by the shareholder upon his or her
election to participate in the Plan. The CDSC -- Class B and C will be waived on
redemptions made under the Plan.

The amount of the shareholder's investment in a Fund at the time the
election to participate in the Plan is made with respect to the Fund is
hereinafter referred to as the "initial account balance." The amount to be
systematically redeemed from the Fund without the imposition of a CDSC -- Class
B and C may not exceed a maximum of 12% annually of the shareholder's Initial
account balance. The Fund reserves the right to change the terms and conditions
of the Plan and the ability to offer the Plan.

(d) Involuntary Redemptions of Shares in Accounts That Do Not Have the
Required Minimum Balance

The Trust reserves the right to redeem shareholder accounts with balances
of less than a specified dollar amount as set forth in the Prospectus. Prior to
such redemptions, shareholders will be notified in writing and allowed a
specified period of time to purchase additional shares to bring the account up
to the required minimum balance. The Trust will waive the CDSC -- Class B and C
upon such involuntary redemption.

(e) Reinvestment of Redemption Proceeds in Shares of the Same Trust Within
120 Days After Redemption

A shareholder who has redeemed Class C shares of a Trust may reinvest at
net asset value, with credit for any CDSC -- Class C paid on the redeemed
shares, any portion or all of his or her redemption proceeds (plus that amount
necessary to acquire a fractional share to round off his or her purchase to the
nearest full share) in Class C shares of the Fund, provided that the
reinvestment is effected within 120 days after such redemption and the
shareholder has not previously exercised this reinvestment privilege with
respect to Class C shares of the Fund. Shares acquired in this manner will be
deemed to have the original cost and purchase date of the redeemed shares for
purposes of applying the CDSC -- Class C to subsequent redemptions.

(f) Redemption by Adviser

The Fund may waive the CDSC -- Class B and C when a total or partial
redemption is made by the Adviser with respect to its investments in the Fund.

EXCHANGE PRIVILEGE

The following supplements the discussion of "Shareholder
Services -- Exchange Privilege" in the Prospectus:

By use of the exchange privilege, the investor authorizes ACCESS to act on
telephonic, telegraphic or written exchange instructions from any person
representing himself to be the investor or the agent of the investor and
believed by ACCESS to be genuine. Van Kampen American Capital and its
subsidiaries, including ACCESS, and the Fund employ procedures considered by
them to be reasonable to confirm that instructions communicated by telephone are
genuine. Such procedures include requiring certain personal identification
information prior to acting upon telephone instructions, tape recording
telephone communications, and providing written confirmation of instructions
communicated by telephone. If reasonable procedures are employed, neither Van
Kampen American Capital, ACCESS nor the Fund will be liable for following
telephone instructions which it reasonably believes to be genuine. Van Kampen
American Capital, ACCESS and the Fund may be liable for any losses due to
unauthorized or fraudulent instructions if reasonable procedures are not
followed.

B-25
<PAGE> 83

For purposes of determining the sales charge rate previously paid on Class
A shares, all sales charges paid on the exchanged security and on any security
previously exchanged for such security or for any of its predecessors shall be
included. If the exchanged security was acquired through reinvestment, that
security is deemed to have been sold with a sales charge rate equal to the rate
previously paid on the security on which the dividend or distribution was paid.
If a shareholder exchanges less than all of his securities, the security upon
which the highest sales charge rate was previously paid is deemed exchanged
first.

Exchange requests received on a business day prior to the time shares of
the funds involved in the request are priced will be processed on the date of
receipt. "Processing" a request means that shares in the fund from which the
shareholder is withdrawing an investment will be redeemed at the net asset value
per share next determined on the date of receipt. Shares of the new fund into
which the shareholder is investing will also normally be purchased at the net
asset value per share, plus any applicable sales charge, next determined on the
date of receipt. Exchange requests received on a business day after the time
shares of the funds involved in the request are priced will be processed on the
next business day in the manner described herein.

A prospectus of any of these mutual funds may be obtained from any
authorized dealer or the Distributor. An investor considering an exchange to one
of such funds should refer to the prospectus for additional information
regarding such fund.

CHECK WRITING PRIVILEGE

To establish the check writing privilege for Class A shares, a shareholder
must complete the appropriate section of the application and the Authorization
for Redemption form and return both documents to ACCESS before checks will be
issued. All signatures on the authorization card must be guaranteed if any of
the signators are persons not referenced in the account registration or if more
than 30 days have elapsed since ACCESS established the account on its records.
Moreover, if the shareholder is a corporation, partnership, trust, fiduciary,
executor or administrator, the appropriate documents appointing authorized
signers (corporate resolutions, partnership or trust agreements) must accompany
the authorization card. The documents must be certified in original form, and
the certificates must be dated within 60 days of their receipt by ACCESS.

The privilege does not carry over to accounts established through exchanges
or transfers. It must be requested separately for each fund account.

FEDERAL TAX INFORMATION

The following is only a summary of certain additional federal, state and
local tax considerations generally affecting the Fund and its shareholders that
are not described in the Prospectus. No attempt is made to present a detailed
explanation of the tax treatment of the Fund or its shareholders, and the
discussion here and in the Prospectus is not intended as a substitute for
careful tax planning. Investors are urged to consult their tax advisers with
specific reference to their own tax situation.

GENERAL

By maintaining its qualification as a "regulated investment company" under
the Internal Revenue Code of 1986, as amended (the "Code"), the Fund will not
incur any liability for federal income taxes to the extent its investment
company taxable income (i.e., its ordinary taxable income and the excess, if
any, of its net short-term capital gains over any net long-term capital losses)
and any net capital gain as (i.e. the excess of the net long-term capital gain
over net short-term capital loss) are distributed in accordance with Subchapter
M of the Code. If for any taxable year the Fund does not qualify for the special
tax treatment afforded regulated investment companies, all of its taxable
income, including any net realized capital gains, would be subject to tax at
regular corporate rates (without any deduction for distributions to
shareholders).

The Fund is subject to a 4% excise tax to the extent it fails to distribute
to its shareholders, by December 31 of each year, at least 98% of its ordinary
taxable income for the 12 months ended December 31, plus at least 98% of its
capital gain net income for the 12 months ended October 31 of such calendar
year. The Fund intends to distribute sufficient amounts to avoid liability for
the excise tax.

B-26
<PAGE> 84

If shares of the Fund are sold or exchanged within 90 days of acquisition,
and shares of the same or a related mutual fund are acquired, to the extent the
sales charge is reduced or waived on the subsequent acquisition, the sales
charge may not be used to determine the basis in the disposed shares for
purposes of determining gain or loss. To the extent the sales charge is not
allowed in determining gain or loss on the initial shares, it is capitalized on
the basis of the subsequent shares.

The Code permits a regulated investment company whose assets consist
primarily of tax-exempt Municipal Securities to pass through to its investors as
exempt-interest dividends its net tax-exempt interest income. In order for the
Fund to be eligible to pay exempt-interest dividends during any taxable year, at
the close of each quarter of its taxable year, at least 50% of the aggregate
value of the Fund's assets must consist of exempt-interest obligations. In
addition, the Fund must distribute at least (i) 90% of the excess of its exempt-
interest income over certain disallowed deductions, and (ii) 90% of its
investment company taxable income recognized by the Fund during the taxable year
(the "Distribution Requirements").

TREATMENT OF DIVIDENDS

Not later than 60 days after the close of its taxable year, the Fund will
notify its shareholders of the portion of the dividends paid by the Fund to the
shareholders for the taxable year which constitutes exempt-interest dividends.
The aggregate amount of dividends so designated cannot exceed, however, the
amount of interest exempt from tax under Section 103 of the Code received by the
Fund during the year over any amounts disallowed as deductions under Sections
265 and 171(a)(2) of the Code. Since the percentage of dividends which are
"exempt-interest" dividends is determined on an average annual method for the
fiscal year, the percentage of income designated as tax-exempt for any
particular dividend may be substantially different from the percentage of the
Fund's income that was tax exempt during the period covered by the dividend.

Although exempt-interest dividends generally may be treated by Fund
shareholders as items of interest excluded from their gross income, each
shareholder is advised to consult his tax adviser with respect to whether
exempt-interest dividends retain this exclusion if the purchaser would be
treated as a "substantial user" (or a "related person" of a substantial user) of
the facilities financed with respect to any of the tax-exempt obligations held
by the Fund, or by the Trust if it is required to qualify as a regulated
investment company as described below. "Substantial user" is defined under U.S.
Treasury Regulations to include a non-exempt person who regularly uses in his
trade or business a part of any facilities financed with the tax-exempt
obligations and whose gross revenues derived from such facilities exceed five
percent of the total revenues derived from the facilities by all users, or who
occupies more than 5% of the useable area of the facilities or for whom the
facilities or a part thereof were specifically constructed, reconstructed or
acquired. Examples of "related persons" include certain related natural persons,
affiliated corporations, a partnership and its partners and an S corporation and
its shareholders.

Interest on indebtedness incurred or continued by a shareholder to purchase
or carry shares of the Fund is not deductible for federal income tax purposes if
the Fund distributes exempt-interest dividends during the shareholder's taxable
year. If a shareholder receives an exempt-interest dividend with respect to any
shares and such shares are held for six months or less, any short-term capital
loss on the sale or exchange of the shares will be disallowed to the extent of
the amount of such exempt-interest dividend.

While the Fund expects that a major portion of its net investment income
will constitute tax-exempt interest, a significant portion may consist of
investment company taxable income. Distributions of the Fund's investment
company taxable income (which does not include tax-exempt interest income) are
taxable to shareholders as ordinary income whether paid in cash or reinvested in
additional Fund shares.

If, during any taxable year, the Fund realizes net capital gains from the
sale or other disposition of Municipal Securities or other assets, the Fund will
have no tax liability with respect to such gains if they are distributed to
shareholders. Distributions designated as capital gains dividends are taxable to
shareholders as long-term capital gains, regardless of how long a shareholder
has held his shares. Not later than 60 days after the close of the Fund's
taxable year, the Fund will send to its shareholders a written notice
designating the amount of any distributions made during the year which
constitute capital gain's dividends.

B-27
<PAGE> 85

A capital gain dividend received after the purchase of the shares of the
Fund reduces the net asset value of the shares by the amount of the distribution
and will be subject to income taxes. A loss on the sale of shares held for six
months or less is treated as a long-term capital loss for Federal income tax
purposes to the extent of the amount of capital gain dividends with respect to
such shares.

Dividends declared payable to shareholders of record after September 30 of
any year and paid before February 1 of the following year will be treated as
having been distributed by the Fund and received by the shareholders on the
December 31 prior to the date of payment. Since none of the Funds investment
company taxable income is expected to arise from dividends on stock, it is not
expected that any portion of its distributions will be eligible for the
dividends received deductions for corporations. Corporate shareholder's
alternative minimum taxable income will be increased by a percentage of the
amount by which a measure of income that includes interest on tax-exempt
obligations exceeds the amount otherwise determined to be the alternative
minimum taxable income. Accordingly, investment in the Fund may cause the
shareholders to be subject to (or result in an incurred liability under) the
alternative minimum tax.

TAX TREATMENT OF CERTAIN INVESTMENTS

Some of the Fund's investment practices are subject to special provisions
of the Code that, among other things, may defer the use of certain losses of the
Fund and affect the holding period of the securities held by the Fund and the
character of the gains or losses realized by the Fund. These provisions may also
require the Fund to mark-to-market some of the positions in its portfolio (i.e.,
treat them as if they were sold at market value during the taxable year), which
may cause the Fund to recognize income without receiving cash with which to make
distributions in amounts necessary to satisfy the Distribution Requirements and
the distribution requirements for avoiding income and excise taxes. The Fund
will monitor its transactions and may make certain tax elections in order to
mitigate the effect of these rules and prevent disqualification of the Fund as a
regulated investment company.

Investments of the Fund in securities issued at a discount or providing for
deferred interest or payment of interest in kind are subject to special tax
rules that will affect the amount, timing and character of distributions to
shareholders. For example, with respect to securities issued at a discount, the
Fund will be required to accrue as income each year a portion of the discount
and to distribute such income each year in order to maintain its qualification
as a regulated investment company and to avoid income and excise taxes. In order
to generate sufficient cash to make distributions necessary to satisfy the
Distribution Requirements and to avoid income and excise taxes, the Fund may
have to dispose of securities that it would otherwise have continued to hold. A
portion of the discount relating to certain stripped tax-exempt obligations may
constitute taxable income when distributed to shareholders.

The Fund's ability to dispose of portfolio securities and to, among other
things, effect transactions in futures contracts and options thereon may be
limited by the requirement for qualification as a regulated investment company
that less than 30% of the Fund's gross income be derived from the disposition of
securities held for less than three months.

The Fund may acquire an option to "put" specified portfolio securities to
banks or municipal bond dealers from whom the securities are purchased. See
"Stand-By Commitments" in the Prospectus. The Trust intends to take the position
that it will be treated for federal income tax purposes as the owner of the
Municipal Securities acquired subject to the put; and the interest on the
Municipal Securities will be tax-exempt to the Trust. Although the Internal
Revenue Service has issued a favorable published ruling on a similar but not
identical situation, it could reach a different conclusion from that of Trust.
The Internal Revenue Service presently will not ordinarily issue private letter
rulings regarding the ownership of securities subject to stand-by commitments.

BACK-UP WITHHOLDING

The Fund is required to withhold and remit to the United States Treasury
31% of (i) reportable taxable dividends and distributions and (ii) the proceeds
of any redemptions of Fund shares with respect to any shareholder who is not
exempt from withholding and who fails to furnish the Fund with a correct
taxpayer

B-28
<PAGE> 86

identification number, who fails to report fully dividend or interest income to
the Internal Revenue Service or who fails to certify to the Fund that he has
provided a correct taxpayer identification number and that he is not subject to
withholding. (An individual's taxpayer identification number is his social
security number.) The 31% "back-up withholding tax" is not an additional tax and
may be credited against a taxpayer's regular federal income tax liability.

FUND PERFORMANCE

The average annual total return for Class A shares of the Fund for the 1, 5
and 9 year and 5 month periods ending November 30, 1995 was 9.22%, 7.43% and
6.94% for the Fund. Results from inception through April 1, 1990, reflect
expense reimbursement described under "Investment Advisory Agreement." The
average annual total return for Class B shares of the Fund for the 1-year period
and the 3-year and 4 month period ending November 30, 1995, was 9.89% and 6.17%
for the Fund. The average annual total return for Class C shares of the Fund for
the 1-year period and the 1-year and 11 1/2 month period ending November 30,
1995 was 12.79% and 5.80%. These results are based on historical earnings and
asset value fluctuations and are not intended to indicate future performance.
Such information should be considered in light of the Fund's investment
objectives and policies as well as the risks incurred in the Fund's investment
practices.

The following chart lists the Fund's yield and tax equivalent yield for the
30-day period ending November 30, 1995.

<TABLE>
<CAPTION>
HIGH YIELD MUNICIPAL FUND
---------------------------
CLASS CLASS CLASS
A B C
----- ----- -----
<S> <C> <C> <C>
SEC yield 5.74% 5.29% 5.30%
Tax-equivalent yield 8.97% 8.27% 8.28%
</TABLE>

Yield and total return are computed separately for Class A, Class B and
Class C shares.

From time to time, in reports or other communications, or in advertising or
sales materials, the Adviser may announce the results of actual tests performed
by DALBAR Financial Securities, Inc., an independent research firm, as they
relate to the level of services for mutual fund investors and may refer to the
Missouri Quality Award received by ACCESS, the Fund's transfer agent, in 1993.
In addition, the Adviser may also refer to the Houston Awards for Quality
received by Van Kampen American Capital in 1994.

The Fund may, from time to time: (1) illustrate the benefits of
tax-deferral by comparing taxable investments to investments made through
tax-deferred retirement plans; (2) illustrate in graph or chart form, or
otherwise, the benefits of dollar cost averaging by comparing investments made
pursuant to a systematic investment plan to investments made in a rising market;
(3) illustrate allocations among different types of mutual funds for investors
at different stages of their lives; and (4) in reports or other communications
to shareholders or in advertising material, illustrate the benefits of
compounding at various assumed rates of return. Such illustrations may be in the
form of charts or graphs and will not be based on historical returns experienced
by the Funds.

From time to time marketing materials may provide a portfolio manager
update, an adviser update and/or discuss general economic conditions and
outlooks. The Fund's marketing materials may also show the Fund's asset class
diversification, top five sectors, ten largest holdings and other Fund asset
structures, such as duration, maturity, coupon, NAV, rating breakdown, AMT
exposure and number of issues in the portfolio. Materials may also mention how
Van Kampen American Capital believes the Fund compares relative to other Van
Kampen American Capital funds. Materials may also discuss the Dalbar Financial
Services study from 1984 to 1994 which studied investor cash flow into and out
of all types of mutual funds. The ten year study found that investors who bought
mutual fund shares and held such shares outperformed investors who bought and
sold. The Dalbar study conclusions were consistent regardless of if shareholders
purchased their funds in

B-29
<PAGE> 87

direct or sales force distribution channels. The study showed that investors
working with a professional representative have tended over time to earn higher
returns than those who invested directly. The Fund will also be marketed on the
Internet.

OTHER INFORMATION

DIVIDENDS AND DISTRIBUTIONS -- Shareholders are informed as to the sources
of distributions at the time of payment. Any capital gain distribution paid
shortly after a purchase of shares by an investor will have the effect of
reducing the per share net asset value of the shares owned by the amount of the
distribution. See "Distributions from the Fund" in the Prospectus for further
information.

CUSTODY OF ASSETS -- All securities owned by the Fund and all cash,
including proceeds from the sale of shares of the Fund and of securities in the
Fund's investment portfolios, are held by State Street Bank and Trust Company,
225 Franklin Street, Boston, Massachusetts 02110, as Custodian.

SHAREHOLDER REPORTS -- Semi-annual statements are furnished to
shareholders, and annually such statements are audited by the independent
accountants.

INDEPENDENT ACCOUNTANTS -- Price Waterhouse LLP, 1201 Louisiana, Houston,
Texas 77002, the independent accountants for the Fund, performs an annual audit
of the Fund's financial statements.

B-30
<PAGE> 88

RATINGS OF INVESTMENTS

RATINGS OF MUNICIPAL BONDS

DESCRIPTIONS OF MOODY'S INVESTORS SERVICE, INC. ("MOODY'S") MUNICIPAL BOND
RATINGS:

Aaa -- Bonds which are rated Aaa are judged to be of the best quality. They
carry the smallest degree of investment risk and are generally referred to as
"gilt edge." Interest payments are protected by a large or by an exceptionally
stable margin and principal is secure. While the various protective elements are
likely to change, such changes as can be visualized are most unlikely to impair
the fundamentally strong position of such issues.

Aa -- Bonds which are rated Aa are judged to be of high quality by all
standards. Together with the Aaa group they comprise what are generally known as
high grade bonds. They are rated lower than the best bonds because margins of
protection may not be as large as in Aaa securities or fluctuation of protective
elements may be of greater amplitude or there may be other elements present
which make the long-term risks appear somewhat larger than in Aaa securities.

A -- Bonds which are rated A possess many favorable investment attributes
and are to be considered adequate, but elements may be present which suggest a
susceptibility to impairment sometime in the future.

Baa -- Bonds which are rated Baa are considered as medium grade
obligations; i.e., they are neither highly protected nor poorly secured.
Interest payments and principal security appear adequate for the present but
certain protective elements may be lacking or may be characteristically
unreliable over any great length of time. Such bonds lack outstanding investment
characteristics and in fact have speculative characteristics as well.

Ba -- Bonds which are rated Ba are judged to have speculative elements;
their future cannot be considered as well-assured. Often the protection of
interest and principal payments may be very moderate and thereby not well
safeguarded during both good and bad times over the future. Uncertainty of
position characterizes bonds in this class.

B -- Bonds which are rated B generally lack characteristics of the
desirable investment. Assurance of interest and principal payments or of
maintenance of other terms of the contract over any long period of time may be
small.

Caa -- Bonds which are rated Caa are of poor standing. Such issues may be
in default or there may be present elements of danger with respect to principal
or interest.

Ca -- Bonds which are rated Ca represent obligations which are speculative
in a high degree. Such issues are often in default or have other marked
shortcomings.

C -- Bonds which are rated C are the lowest rated class of bonds and issues
so rated can be regarded as having extremely poor prospects of ever attaining
any real investment standing.

Conditional Rating: Bonds for which the security depends upon the
completion of some act or the fulfillment of some condition are rated
conditionally. These are bonds secured by (a) earnings of projects under
construction, (b) earnings of projects unseasoned in operation experience, (c)
rentals which begin when facilities are completed, or (d) payments to which some
other limiting condition attaches. Parenthetical rating denotes probable credit
stature upon completion of construction or elimination of basis of condition.

Rating Refinements: Moody's may apply numerical modifiers, 1, 2 and 3 in
each generic rating classification from Aa through B in its municipal bond
rating system. The modifier 1 indicates that the security ranks in the higher
end of its generic rating category; the modifier 2 indicates a midrange ranking;
and a modifier 3 indicates that the issue ranks in the lower end of its generic
rating category.

Short-term Notes: The four ratings of Moody's for short-term notes are MIG
1, MIG 2, MIG 3 and MIG 4; MIG 1 denotes "best quality, enjoying strong
protection from established cash flows"; MIG 2 denotes "high quality" with
"ample margins of protection"; MIG 3 notes are of "favorable quality...but
lacking the undeniable strength of the preceding grades"; MIG 4 notes are of
"adequate quality, carrying specific risk but having protection...and not
distinctly or predominantly speculative."

B-31
<PAGE> 89

Beginning in 1985, Moody's started new rating categories for variable rate
demand obligations ("VRDO's"). VRDO's receive two ratings. The first rating,
depending on the maturity of the VRDO, is assigned either a bond or MIG rating
which represents an evaluation of the risk associated with scheduled principal
and interest payments. The second rating, designated as "VMIG," represents an
evaluation of the degree of risk associated with the demand feature. The new
VRDO's demand feature ratings and symbols are:

VMIG 1: strong protection by established cash flows, superior liquidity
support, demonstrated access to the market for refinancing.

VMIG 2: ample margins of protection, high quality.

VMIG 3: favorable quality, liquidity and cash flow protection may be
narrow, market access for refinancing may be less well established.

VMIG 4: adequate quality, not predominantly speculative but there is risk.

DESCRIPTIONS OF MOODY'S COMMERCIAL PAPER RATINGS:

Moody's Commercial Paper ratings are opinions of the ability of issuers to
repay punctually promissory obligations not having an original maturity in
excess of nine months. Moody's employs the following three designations, all
judged to be investment grade, to indicate the relative repayment capacity of
rated issuers:

Issuers rated Prime-1 (or related supporting institutions) have a
superior capacity for repayment of short-term promissory obligations.

Issuers rated Prime-2 (or related supporting institutions) have a
strong capacity for repayment of short-term promissory obligations.

Issuers rated Prime-3 (or related supporting institutions) have an
acceptable capacity for repayment of short-term promissory obligations.

Issuers rated Not Prime do not fall within any of the Prime rating
categories.

DESCRIPTION OF STANDARD & POOR'S CORPORATION'S MUNICIPAL ("S&P") DEBT RATINGS:

A S&P's municipal debt rating is a current assessment of the
creditworthiness of an obligor with respect to a specific obligation. This
assessment may take into consideration obligors such as guarantors, insurers, or
lessees.

The debt rating is not a recommendation to purchase, sell or hold a
security, inasmuch as it does not comment as to market price or suitability for
a particular investor.

The ratings are based on current information furnished by the issuer or
obtained by S&P from other sources S&P considers reliable. S&P does not perform
an audit in connection with any rating and may, on occasion, rely on unaudited
financial information. The ratings may be changed, suspended or withdrawn as a
result of changes in, or unavailability of, such information, or for other
reasons.

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

I. Likelihood of default -- capacity and willingness of the obligor as
to the timely payment of interest and repayment of principal in
accordance with the terms of the obligation;

II. Nature of and provisions of the obligation;

III. 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 creditor's rights.

AAA Debt rated "AAA" has the highest rating assigned by S&P. Capacity to
pay interest and repay principal is extremely strong.

B-32
<PAGE> 90

AA Debt rated "AA" has a very strong capacity to pay interest and repay
principal and differs from the highest-rated issues only in small
degree.

A Debt rated "A" has a strong capacity to pay interest and repay
principal although it is somewhat more susceptible to the adverse
effects of changes in circumstances and economic conditions than debt
in higher-rated categories.

BBB Debt rated "BBB" is regarded as having an adequate capacity to pay
interest and repay principal. Whereas it normally exhibits adequate
protection parameters, adverse economic conditions or changing
circumstances are more likely to lead to a weakened capacity to pay
interest and repay principal for debt in this category than for debt
in higher-rated categories.

BB-B-CCC-CC-C
Debt rated "BB", "B", "CCC", "CC" or "C" is regarded, on balance, as
predominantly speculative with respect to capacity to pay interest and
repay principal in accordance with the terms of the obligation. "BB"
indicates the lowest degree of speculation and "C" the highest degree
of speculation. While such debt will likely have some quality and
protective characteristics, these are outweighed by large
uncertainties or major risk exposures to adverse conditions.

CI This rating is reserved for income bonds on which no interest is
being paid.

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

Provisional Ratings: The letter "p" indicates that the rating is
provisional. A provisional rating assumes the successful completion of the
project being financed by the bonds being rated and indicates that payment of
debt service requirements is largely or entirely dependent upon the successful
and timely completion of the project. This rating, however, while addressing
credit quality subsequent to completion of the project, makes no comment on the
likelihood of, or the risk of default upon failure of, such completion. The
investor should exercise his own judgment with respect to such likelihood and
risk.

NR Indicates that no rating has been requested, that there is insufficient
information on which to base a rating or that Standard & Poor's does not
rate a particular type of obligation as a matter of policy.

A S&P Commercial Paper Rating is a current assessment of the likelihood of
timely payment of debt having an original maturity of no more than 365 days.
Ratings are graded into four categories, ranging from "A" for the highest
quality obligations to "D" for the lowest. Ratings are applicable to both
taxable and tax-exempt commercial paper. The four categories are as follows:

A Issues assigned this highest rating are regarded as having the greatest
capacity for timely payment. Issues in this category are further refined
with the designation 1, 2 and 3 to indicate the relative degree of
safety.

A-1 This designation indicates that the degree of safety regarding timely
payment is very strong.

A-2 Capacity for timely payment on issues with this designation is
strong. However, the relative degree of safety is not as overwhelming
as for issues designated "A-1".

A-3 Issues carrying this designation have a satisfactory capacity for
timely payment. They are, however, somewhat more vulnerable to the
adverse effects of changes in circumstances than obligations carrying
the higher designations.

B Issues rated "B" are regarded as having only an adequate capacity for
timely payment. However, such capacity may be damaged by changing
conditions or short-term adversities.

The Commercial Paper Rating is not a recommendation to purchase or sell a
security. The ratings are based on current information furnished to S&P by the
issuer and obtained by S&P from other sources it considers reliable. The ratings
may be changed, suspended, or withdrawn as a result of changes in or
unavailability of, such information.

B-33
<PAGE> 91

S&P ratings of certain municipal note issues with a maturity of less than
three years are:

SP-1 A very strong, or strong, capacity to pay principal and interest.
Issues that possess overwhelming safety characteristics will be given
a "+" designation.

SP-2 A satisfactory capacity to pay principal and interest.

SP-3 A speculative capacity to pay principal and interest.

S&P may continue to rate note issues with a maturity greater than three years in
accordance with the same rating scale currently employed for municipal bond
ratings.

S&P assigns dual ratings to all long-term debt issues that have a demand or
put feature. The first rating addresses the likelihood of repayment of principal
and interest as due, and the second rating addresses the demand feature alone.
Long-term debt rating symbols are used for the long-term maturity and commercial
paper rating symbols are used for the put option (for example, AAA/A-1+). For
demand notes, S&P's note rating symbols are used with the commercial paper
symbols (for example, SP-1+/a-1+).

Rating criteria described in the Prospectus are applied on the basis of the
highest rating applicable to the Municipal Security. This applies to split rated
securities (i.e. different ratings by Moody's and S&P) and dual rated securities
as described above.

B-34
<PAGE> 92
REPORT OF INDEPENDENT ACCOUNTANTS

TO THE SHAREHOLDERS AND BOARD OF TRUSTEES OF
VAN KAMPEN AMERICAN CAPITAL TAX EXEMPT TRUST--HIGH YIELD MUNICIPAL FUND

In our opinion, the accompanying statement of assets and liabilities, including
the portfolio of investments, and the related statements of operations and of
changes in net assets and the financial highlights present fairly, in all
material respects, the financial position of Van Kampen American Capital Tax
Exempt Trust--High Yield Municipal Fund (the "Fund") at November 30, 1995, the
results of its operations, the changes in its net assets and the financial
highlights for each of the fiscal periods presented, in conformity with
generally accepted accounting principles. These financial statements and
financial highlights (hereafter referred to as "financial statements") are the
responsibility of the Fund's management; our responsibility is to express an
opinion on these financial statements based on our audits. We conducted our
audits of these financial statements in accordance with generally accepted
auditing standards which require that we plan and perform the audits to obtain
reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements, assessing
the accounting principles used and significant estimates made by management,
and evaluating the overall financial statement presentation. We believe that
our audits, which included confirmation of securities at November 30, 1995 by
correspondence with the custodian and the application of alternative auditing
procedures where confirmations from brokers were not received, provide a
reasonable basis for the opinion expressed above.

PRICE WATERHOUSE LLP

Houston, Texas
January 15, 1996

B-35
<PAGE> 93

PORTFOLIO OF INVESTMENTS

November 30, 1995

- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Par
Amount
(000) Description Coupon Maturity Market Value
- --------------------------------------------------------------------------
<S> <C> <C> <C> <C>
MUNICIPAL BONDS 97.0%
EDUCATION 1.7%
$ 2,660 Montgomery County, Pennsylvania,
Industrial Development Authority
Rev., 1st Mtg. (Meadowood Corp.
Project)......................... 7.750% 09/01/14 $ 2,833,405
5,000 New Hampshire, Higher Education &
Health (Daniel Webster College
Issue)........................... 7.625 07/01/16 5,153,250
1,000 New Jersey, State Educational
Facilities, Series A............. 7.250 07/01/25 1,026,720
1,500 New York City, New York,
Industrial Development Agency,
Marymount-Manhattan College...... 7.000 07/01/23 1,586,745
645 Pennsylvania, State Higher
Educational Facilities Authority,
College and University Rev.,
(College of Science &
Agriculture)..................... 6.900 04/01/14 671,510
1,000 Pennsylvania, State Higher
Educational Facilities Authority,
College and University Rev.,
(College of Science &
Agriculture)..................... 7.000 04/01/22 1,037,090
1,000 Vermont, Educational & Health
Buildings Finance Authority...... 7.150 04/15/14 1,078,790
------------
13,387,510
------------
GENERAL OBLIGATIONS 6.6%
1,000 Arrowhead Metropolitan District,
Colorado......................... 8.125 12/01/11 1,071,120
2,000 Beaver Creek Metropolitan
District, Colorado............... 9.250 12/01/05 2,128,180
1,060 Berry Creek Metropolitan
District, Colorado, Refunding.... 7.300 12/01/12 1,101,075
1,000 Brush Creek Village, Colorado,
Water District................... 8.875 11/15/09 1,217,280
6,205 California State, Veterans Bonds. 7.375 04/01/19 6,336,732
1,250 Cordillera Metropolitan District,
Colorado, Eagle County........... 8.250 12/01/13 1,360,662
1,650 Dove Valley Metropolitan
District, Arapahoe County,
Colorado......................... 9.500 12/01/08 1,719,432
4,000 Fairlake Metropolitan District,
City & County of Denver,
Colorado,
Series 1991...................... 9.625 12/01/10 4,730,280
2,000 Greenwood Metropolitan District,
Colorado......................... 7.300 12/01/06 2,132,780
1,500 Greenwood South Metropolitan,
Colorado......................... 7.250 12/01/06 1,613,910
2,000 Illinois, Development Finance
Authority, (Debt Restructure,
East St. Louis).................. 7.375 11/15/11 2,184,240
1,000 Landmark Metropolitan District,
Colorado......................... 8.750 12/01/05 1,014,360
1,500 Michigan State, Strategic Fund
(Great Lakes Pulp & Fiber
Project)......................... 10.250 12/01/16 1,618,905
3,000 Mountain Village Metropolitan
District, San Miguel County,
Colorado,
Pre-refunded, 12/01/98........... 11.000 12/01/07 3,635,250
2,000 New York City, New York, Series
C................................ 7.200 08/15/13 2,126,200
2,000 New York City, New York, Series
C................................ 7.200 08/15/15 2,121,240
500 Panorama Metropolitan District,
Colorado, Series B............... 9.000 12/01/09 535,125
265 Panorama Metropolitan District,
Colorado......................... 9.500 12/01/05 274,691
2,155 Section 14 Metropolitan District,
Jefferson County, Colorado....... 9.000 12/01/09 2,585,440
146 Skyland Metropolitan District,
Colorado......................... * 12/01/08 102,550
1,500 Southtech Metropolitan District,
Colorado, Refunding.............. 6.875 12/01/11 1,575,930
2,175 Southtech Metropolitan District,
Colorado, Refunding.............. 9.500 12/01/11 2,424,473
660 Superior Metropolitan District
No. 2, Colorado, Refunding,
Series A......................... 7.250 12/01/02 690,512
840 Superior Metropolitan District
No. 2, Colorado, Refunding,
Series A......................... 7.750 12/01/13 899,774
1,210 University of the Virgin Islands,
Public Finance Authority, Series
A................................ 7.500 10/01/09 1,308,797
1,965 University of the Virgin Islands,
Public Finance Authority, Series
A................................ 7.650 10/01/14 2,122,672
3,000 Virgin Islands, Public Finance
Authority........................ 7.250 10/01/18 3,200,970
------------
51,832,580
------------
HEALTH CARE 3.9%
750 Chisago City, Minnesota, Health
Facilities....................... 7.300 07/01/25 755,760
1,000 Colorado Health Facilities
Authority Rev., Cleo Wallace
Center Project................... 7.000 08/01/15 1,040,710
</TABLE>

See Notes to Financial Statements

B-36
<PAGE> 94

PORTFOLIO OF INVESTMENTS (CONTINUED)

November 30, 1995

- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Par
Amount
(000) Description Coupon Maturity Market Value
- --------------------------------------------------------------------------
<S> <C> <C> <C> <C>
$ 400 Colorado, Health Facilities
Authority Rev., Mile High
Transplant Bank.................. 8.500% 06/01/07 $ 421,756
2,000 Colorado, Health Facilities
Authority Rev., Refunding (Shalom
Park Project).................... 7.250 12/15/25 2,046,260
1,650 Colorado, Health Facilities
Authority Rev., Refunding (Shalom
Park Project).................... 7.125 12/15/17 1,690,177
1,225 Connecticut State, Development
Authority, Health Care Rev.
(Independent Living Project)
Series B......................... 8.000 07/01/17 1,293,637
2,415 Connecticut State, Development
Authority Rev., 1st Mtg.
(Connecticut Baptist Homes, Inc.
Project)......................... 8.750 09/01/12 2,624,356
1,500 Connecticut State, Development
Authority Rev., 1st Mtg.
(Connecticut Baptist Homes, Inc.
Project)......................... 9.000 09/01/22 1,645,515
1,950 Connecticut State, Development
Authority Rev. (Jerome Home
Project)......................... 8.000 11/01/19 2,041,084
1,350 Doylestown, Pennsylvania,
Hospital Authority Rev. (Pine
Run) Series A.................... 7.200 07/01/23 1,399,963
1,000 Idaho, Health Facilities
Authority, Rev. (Bannock Regional
Medical Center Project).......... 6.375 05/01/17 1,003,340
2,470 Illinois, Development Finance
Authority, Health Facilities..... 7.125 03/01/10 2,569,837
1,500 Maine, Veterans Homes, Rev....... 7.750 10/01/20 1,518,285
1,495 Massachusetts State, Health &
Educational Facilities Authority,
Rev. (Independent Living)........ 8.100 07/01/18 1,576,283
1,190 Massachusetts State, Industrial
Finance Rev...................... 7.100 11/15/18 1,202,626
2,425 New Hampshire, Higher Educational
& Health Care, Private Placement,
purchased 09/01/93............... 7.250 09/01/23 2,458,416
560 Valparaiso, Indiana, Economic
Development Rev.................. 7.300 01/01/02 606,094
980 Valparaiso, Indiana, Economic
Development Rev.................. 7.500 01/01/07 1,071,493
1,405 Valparaiso, Indiana, Economic
Development Rev.................. 7.750 01/01/12 1,539,683
2,045 Valparaiso, Indiana, Economic
Development Rev.................. 8.000 01/01/17 2,246,044
------------
30,751,319
------------
HOSPITALS 15.9%
1,945 Allegheny County, Pennsylvania,
Hospital Development Authority
Rev.............................. 7.500 02/01/10 1,999,499
3,120 Allegheny County, Pennsylvania,
Hospital Development Authority
Rev.............................. 7.875 02/01/20 3,234,442
1,500 Athens County, Ohio, Hospital
Facilities Rev. (O'Bleness
Memorial Hospital Project)....... 7.100 11/15/23 1,481,970
1,500 Bay County, Florida, Hospital
Systems Rev...................... 8.000 10/01/12 1,672,740
500 Bay County, Florida, Hospital
Systems Rev...................... 8.000 10/01/19 557,580
1,085 Bell County, Texas, Health
Facilities Development Corp.
(King's Daughters Hospital) ..... 9.250 07/01/08 1,210,784
3,150 Clark County, Ohio, Hospital
Improvement Rev., Refunding
(Community Hospital) Series A.... 9.375 04/01/08 3,271,243
1,945 Clearfield, Pennsylvania,
Hospital Authority Rev.
(Clearfield Hospital Project)
Series 1994...................... 6.875 06/01/16 2,037,524
2,500 Connecticut State, Health &
Educational Facilities Rev.
(Tolland County Health Care,
Inc.) Series A................... 9.200 07/01/21 2,784,125
3,000 Delaware State, Economic
Development Authority Rev.
(Osteopathic Hospital Association
of Delaware) Series A............ 6.900 01/01/18 2,917,080
975 Delaware State, Economic
Development Authority Rev.
(Osteopathic Hospital Association
of Delaware) Series A............ 9.500 01/01/22 1,025,037
400 Delaware State, Economic
Development Rev. (Gilpin Hall
Project)......................... 7.375 07/01/15 415,764
1,000 Delaware State, Economic
Development Rev. (Gilpin Hall
Project)......................... 7.625 07/01/25 1,045,330
1,000 Dickinson County, Michigan,
Memorial Hospital................ 8.000 11/01/14 1,059,690
2,090 District of Columbia, Hospital,
Series A ........................ 7.125 08/15/19 2,111,255
1,500 Glendale, California, Hospital
Rev., Refunding (Glendale
Memorial Hospital & Health)
Series A......................... 9.000 11/01/17 1,609,935
1,250 Illinois, Health Facilities
Authority Rev. (St. Elizabeths
Hospital)........................ 7.625 07/01/10 1,324,425
</TABLE>

See Notes to Financial Statements

B-37
<PAGE> 95

PORTFOLIO OF INVESTMENTS (CONTINUED)

November 30, 1995

- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Par Amount
(000) Description Coupon Maturity Market Value
- ---------------------------------------------------------------------------
<S> <C> <C> <C> <C>
$ 1,500 Illinois, Health Facilities
Authority Rev. (St. Elizabeths
Hospital)...................... 7.750% 07/01/16 $ 1,580,700
3,000 Illinois, Health Facilities
Authority Rev., Series A....... 7.400 08/15/23 2,947,530
2,645 Illinois, Health Facilities
Authority Rev., Series A....... 6.750 08/15/23 2,526,530
1,000 Jackson County, Oklahoma,
Memorial Hospital Authority
Rev. (Jackson Memorial
Hospital)...................... 9.000 08/01/15 1,099,110
(/1/)1,500 Jackson Park Hospital
Foundation, Chicago, Illinois
(Jackson Park Hospital)........ 9.000 03/01/05 1,239,375
500 Leflore County, Oklahoma,
Hospital Authority Improvement
Rev............................ 9.400 05/01/06 544,585
3,305 Loves Park, Illinois, 1st Mtg.
Rev. (Hossier Care Project)
Series A....................... 9.750 08/01/19 3,583,645
1,000 Lowndes County, Mississippi,
Hospital Rev., Refunding
(Golden Triangle Medical
Center)........................ 8.500 02/01/10 1,091,030
460 Maine, Health & Higher
Educational Facilities
Authority Rev. (Franklin
Memorial Hospital)............. 9.875 07/01/13 514,257
3,000 Massachusetts State, Health &
Educational Facilities
Authority Rev.,
Series B (Milford-Whitinsville
Regional Project).............. 7.750 07/15/17 3,065,670
745 Massachusetts State, Health &
Educational Facilities
Authority Rev.
(St. Annes Hospital) Series A.. 9.250 07/01/05 742,556
2,000 Massachusetts State, Health &
Educational Facilities
Authority Rev.
(St. Annes Hospital) Series A.. 9.375 07/01/14 2,002,840
500 Massachusetts State, Industrial
Finance Agency, Rev.
(Atlanticare Medical Center)
Series B....................... 10.125 11/01/14 560,255
500 Michigan State, Hospital
Financing Authority, Series A.. 7.500 10/01/07 525,170
1,500 Michigan State, Hospital
Financing Authority, Series A.. 8.100 10/01/13 1,597,470
4,015 Michigan State, Hospital
Finance Authority Rev.,
Refunding (Saratoga Community
Hospital)...................... 8.750 06/01/10 4,439,466
2,400 Michigan State, Hospital
Finance Authority Rev.,
Refunding (Gratiot Community
Hospital) Series A............. 8.750 10/01/07 2,537,472
2,000 Michigan State, Hospital
Finance Authority Rev.,
Refunding (Sinai Hospital)..... 6.625 01/01/16 1,982,320
1,075 Missouri State, Health &
Educational Facilities
(Bethesda Health Group, Inc.
Project) Series A ............. 7.500 08/15/12 1,119,537
1,500 Missouri State, Health &
Educational Facilities, Series
A.............................. 6.625 08/15/05 1,519,605
805 Montgomery County, Texas,
Health Facilities Development
Corp., Hospital Mortgage Rev.
(Woodlands Medical Center
Project)....................... 8.850 08/15/14 882,369
2,000 New Hampshire, Higher
Educational & Health Facility
Authority, Hospital Rev. ...... 7.500 06/01/05 2,230,240
1,440 New Hampshire, Higher
Educational & Health Facility
Authority Hospital Rev.
(Monadnock Community Hospital),
Series 1990.................... 9.125 10/01/20 1,644,365
2,500 New Jersey, Health Care
Facilities Authority Rev.
(Raritan Bay Medical Center)... 7.250 07/01/14 2,645,625
2,975 Newark-Wayne, New Jersey,
Community Hospital, Rev.,
Refunding & Improvement, Series
A.............................. 7.600 09/01/15 3,215,202
1,500 Newton, Kansas, Hospital Rev.,
Series A....................... 7.375 11/15/14 1,598,670
1,000 Newton, Kansas, Hospital Rev.,
Series A....................... 7.750 11/15/24 1,090,110
1,250 Northeast Hospital, Texas,
Rev., Series B................. 7.250 07/01/22 1,308,238
2,000 Ohio State, Refunding, 1st Mtg.
(Swifton Commons).............. 8.125 12/01/15 2,076,600
750 Philadelphia, Pennsylvania,
Hospitals & Higher Education
Children's Seashore House,
Series B....................... 7.000 08/15/12 789,810
1,900 Philadelphia, Pennsylvania,
Hospitals & Higher Education
Facilities Authority, Hospital
Rev. (Roxborough Memorial
Hospital) Series 2............. 7.250 03/01/24 1,921,584
1,025 Pinal County, Arizona,
Industrial Development
Authority (Casa Grande Regional
Medical Center Project) Series
A.............................. 8.125 12/01/22 1,064,258
</TABLE>

See Notes to Financial Statements

B-38
<PAGE> 96

PORTFOLIO OF INVESTMENTS (CONTINUED)

November 30, 1995

- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Par
Amount
(000) Description Coupon Maturity Market Value
- --------------------------------------------------------------------------
<S> <C> <C> <C> <C>
$ 475 Pinal County, Arizona, Industrial
Development Authority (Casa
Grande Regional Medical Center
Project) Series B................ 8.125% 12/01/22 $ 493,193
695 Pinal County, Arizona, Industrial
Development Authority (Casa
Grande Regional Medical Center
Project)......................... 9.000 12/01/13 718,998
500 Randolph County, West Virginia,
Building Commission, Refunding &
Improvement (Davis Memorial
Hospital Project)................ 7.650 11/01/21 541,360
3,255 Rusk County, Texas, Health
Facilities Corp., Hospital Rev.
(Henderson Memorial Hospital
Project)......................... 7.750 04/01/13 3,477,284
2,250 Sandusky County, Ohio, Hospital
Facility Rev., Refunding
(Memorial Hospital Project)...... 7.750 12/01/09 2,250,000
1,500 Scranton-Lackawana, Pennsylvania,
Health & Welfare Authorities Rev.
(Allied Services Rehabilitation
Hospital) Series A............... 7.125 07/15/05 1,590,945
3,000 Scranton-Lackawana, Pennsylvania,
Health & Welfare Authorities Rev.
(Allied Services Rehabilitation
Hospital) Series A............... 7.375 07/15/08 3,195,330
300 Scranton-Lackawana, Pennsylvania,
Health & Welfare Authorities Rev.
(Moses Taylor Hospital Project)
Series B......................... 8.250 07/01/09 326,670
400 Selma, Alabama, Special Care
Facilities Financing Authority
Hospital Rev. (Vaughan Regional
Medical Center Project).......... 9.500 06/01/14 443,272
3,000 Somerset County, Pennsylvania,
Hospital Authority............... 7.500 03/01/17 3,125,160
1,000 South Dakota State, Health and
Educational Authority Rev. (Huron
Regional Medical Center)......... 7.000 04/01/10 1,021,990
1,000 South Dakota State, Health and
Educational Authority Rev. (Huron
Regional Medical Center)......... 7.250 04/01/20 1,040,420
2,000 Southwestern Illinois,
Development Authority, Medical
Facilities Rev. (Andersen
Hospital Project) Series A....... 7.000 08/15/12 2,077,540
3,000 Tulsa, Oklahoma, Industrial
Authority, Hospital Rev. (Tulsa
Regional Medical Center)......... 7.200 06/01/17 3,243,960
1,335 Tyler, Texas, Health Facilities
Development Corp. (East Texas
Medical Center Regional Health)
Series A......................... 6.625 11/01/11 1,374,997
700 Vermont, Educational & Health
Buildings Financing Agency Rev.
(Northwestern Medical Center).... 9.750 09/01/18 783,167
1,000 Warren County, Pennsylvania,
Hospital Authority Rev. (Warren
General Hospital Project) Series
A................................ 6.900 04/01/11 1,038,030
2,000 Washington County, Pennsylvania,
Hospital Authority Rev.
(Canonsburg General Hospital
Project)......................... 7.350 06/01/13 1,911,180
400 Wells County, Indiana, Hospital
Authority Rev. (Caylor-Nickel
Medical Center, Inc.)............ 8.500 04/15/03 432,144
3,600 Wells County, Indiana, Hospital
Authority Rev. (Caylor-Nickel
Medical Center, Inc.)............ 8.750 04/15/12 4,085,424
790 Weslaco, Texas, Health Facilities
Development Corp., Hospital Rev.
(Weslaco Health Facility)........ 10.375 06/01/16 914,441
300 Wilmington, Delaware, Hospital
Rev. (Osteopathic Hospital,
Association of Delaware/Riverside
Hospital) Series A............... 10.000 10/01/03 352,518
500 Wilmington, Delaware, Hospital
Rev. (Osteopathic Hospital,
Association of Delaware/Riverside
Hospital) Series A............... 10.200 10/01/18 590,185
795 Wisconsin, State Health &
Educational Facilities Authority
Rev. (Hess Memorial Hospital
Association)..................... 7.200 11/01/05 799,404
2,000 Wisconsin, State Health &
Educational Facilities Authority
Rev. (Hess Memorial Hospital
Association)..................... 7.875 11/01/22 2,013,620
500 Woodward, Oklahoma, Municipal
Authority Hospital, Rev.......... 8.250 11/01/09 512,795
500 Woodward, Oklahoma, Municipal
Authority Hospital, Rev.......... 9.250 11/01/14 555,430
------------
124,354,074
------------
</TABLE>

See Notes to Financial Statements

B-39
<PAGE> 97

PORTFOLIO OF INVESTMENTS (CONTINUED)

November 30, 1995

- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Par Amount
(000) Description Coupon Maturity Market Value
- --------------------------------------------------------------------------
<S> <C> <C> <C> <C>
HOUSING 12.7%
$ 2,555 Albuquerque, New Mexico,
Retirement Facilities Rev.,
Refunding (La Vida Liena
Project) Series A............. 8.850% 02/01/23 $ 2,860,987
(/1/)1,000 Atlanta, Georgia, Urban
Residential Finance Authority,
Multi-family Mtg. Rev.
(Peachtree Apartments)........ 10.500 12/01/10 930,580
1,020 Austin, Minnesota, Multi-
family Rev., Refunding (Cedars
of Austin Project)............ 7.500 04/01/17 1,049,325
2,000 Austin, Minnesota, Multi-
family Rev., Refunding (Cedars
of Austin Project)............ 7.500 04/01/18 2,050,000
2,500 Berks County, Pennsylvania,
Municipal Authority Rev.
(Phoebe Berks Village, Inc.
Project)...................... 8.250 05/15/22 2,671,900
1,605 Brevard County, Florida,
Health Facilities Authority
Rev........................... 7.375 11/15/04 1,685,298
2,200 Brevard County, Florida,
Health Facilities Authority
Rev. (Courtenay Springs
Village)...................... 7.750 11/15/17 2,407,658
1,955 Brooklyn Center, Minnesota,
Multi-family, Series A........ 7.400 12/01/15 1,981,881
1,220 Brooklyn Center, Minnesota,
Multi-family, Series A........ 7.500 06/01/25 1,236,775
1,500 Colorado, Health Facilities
Authority Rev................. 9.000 01/01/25 1,620,195
250 Harris County, Texas, Housing
Finance Corp., Single Family
Mtg. Rev...................... 9.875 03/15/14 250,415
300 Harris County, Texas, Housing
Finance Corp., Single Family
Mtg. Rev. Series 1983-A....... 10.125 07/15/03 300,678
1,450 Harris County, Texas, Housing
Finance Corp., Single Family
Mtg. Rev. Series 1983-A....... 10.375 07/15/14 1,452,827
3,505 Houston, Texas, Housing
Finance Corp.................. 10.375 12/15/13 3,554,771
2,770 Iowa Finance Authority, Multi-
family Rev., Refunding (Park
West Project)................. 8.000 10/01/23 2,877,060
1,120 Jefferson County, Missouri,
Industrial Development
Authority, 1st Mtg. Rev.
(Cedar Hills Retirement
Village Project).............. 12.000 12/01/15 1,157,139
1,250 Lebanon County, Pennsylvania,
Health Facilities Authority
Rev. (Church of Christ Homes
Project)...................... 7.000 10/01/14 1,284,812
1,250 Lebanon County, Pennsylvania,
Health Facilities Authority
Rev. (Church of Christ Homes
Project)...................... 7.250 10/01/19 1,279,525
690 Massachusetts, State
Industrial, 1st Mtg........... 7.250 07/01/07 704,173
1,410 Massachusetts, State
Industrial, 1st Mtg........... 7.400 07/01/12 1,438,834
1,530 Massachusetts, State
Industrial, 1st Mtg........... 7.500 07/01/17 1,564,731
1,950 Minneapolis, Minnesota, Health
Care Facilities Authority
Rev., Ebenezer Society
Project, Series A............. 7.200 07/01/23 1,963,221
3,780 Montgomery County,
Pennsylvania, Industrial
Development Authority, Rev.
(Assisted Living Facilities).. 8.250 05/01/23 4,115,513
3,040 New Brighton, Minnesota,
Rental Housing Rev............ 7.500 10/01/17 3,172,970
4,535 New Hampshire, State Housing
Finance Authority, Series A,
FHA........................... 8.500 07/01/14 4,784,425
910 New Hope, Minnesota, Multi-
family Rev., Refunding
(Broadway Lanel Project)...... 7.750 09/01/07 945,263
2,320 New Hope, Minnesota, Multi-
family Rev., Refunding
(Broadway Lanel Project)...... 8.000 09/01/18 2,369,300
(/2/)1,240 New Jersey Economic
Development Authority, 1st
Mtg. Gross Rev., Dover
Residential Healthcare
Facilities.................... 13.375 11/01/14 869,265
1,000 North Canton, Ohio, Health
Care Facilities Rev.
(Waterford at St. Luke
Project)...................... 8.625 11/15/21 1,085,970
2,595 North Miami, Florida, Health
Care Facilities Rev. (Imperial
Club Project) Series A........ 9.250 01/01/13 2,901,028
960 North St. Paul, Minnesota,
Multi-family, Refunding
(Cottages North St. Paul)..... 9.000 02/01/09 1,035,600
2,220 North St. Paul, Minnesota,
Multi-family, Refunding
(Cottages North St. Paul)..... 9.250 02/01/22 2,455,875
</TABLE>

See Notes to Financial Statements

B-40
<PAGE> 98

PORTFOLIO OF INVESTMENTS (CONTINUED)

November 30, 1995

- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Par Amount
(000) Description Coupon Maturity Market Value
- --------------------------------------------------------------------------
<S> <C> <C> <C> <C>
$ 2,000 North Syracuse, New York,
Housing Authority Rev. (Janus
Park Project)................. 8.000% 06/01/14 $ 1,996,160
995 Oklahoma Housing Finance
Agency, Single Family, Class
A, GNMA....................... 7.997 08/01/18 1,080,819
2,705 Orange County, Florida,
Housing Finance Authority Rev.
(Hands, Inc. Project) Series
A............................. 7.875 10/01/15 2,716,929
2,035 Orange County, Florida,
Housing Finance Authority Rev.
(Hands, Inc. Project) Series
A............................. 8.000 10/01/25 2,043,913
6,000 Rhode Island, Housing &
Mortgage, Series 1-B, FHA..... 8.400 10/01/22 6,376,140
3,105 Richmond, California,
Redevelopment Agency.......... 7.500 09/01/23 3,167,100
300 Richmond County, Georgia,
Development Authority, Nursing
Home Rev., Refunding (Beverly
Enterprises, Inc., Georgia
Project)...................... 8.750 06/01/11 339,558
6,000 Richmond, Virginia,
Redevelopment & Housing
Authority, Multi-family Mtg.
Rev, Series A................. 8.750 12/15/21 6,054,240
3,000 Ridgeland, Mississippi, Urban
Renewal (The Orchard, Ltd.
Project) Series A............. 7.750 12/01/15 3,147,180
1,000 Santa Rosa, California
(Fountaingrove Parkway
Extension).................... 7.625 09/02/19 1,030,700
750 Snowmass Village, Colorado,
Multi-family, Refunding,
Series A...................... 8.000 09/01/14 761,138
2,000 Spring Lake Park, Minnesota,
Multi-family Rev., Refunding.. 8.375 01/01/22 2,145,000
4,000 St. Charles, Illinois, Multi-
family Rev. (Wessel Court
Project)...................... 7.600 04/01/24 4,223,600
465 Sunrise, Florida, Series 86
(Sunshine Palms Adult
Congregate Living Facility)... 10.750 12/01/16 478,197
2,000 Telluride, Colorado, Housing
Authority, Housing Rev.,
Refunding (Shandoka Apartments
Project)...................... 7.875 06/01/17 2,090,720
1,500 Telluride, Colorado, Housing
Authority, Housing Rev.,
Series 1991................... 9.100 06/01/01 1,691,385
------------
99,400,773
------------
INDUSTRIAL DEVELOPMENT
REVENUE 6.0%
500 Casa Grande, Arizona,
Industrial Development
Authority, Refunding.......... 8.250 12/01/15 525,080
(1)2,915 Chandler, Arizona, Industrial
Development Authority Rev.
(Chandler Financial Center
Project) Series 1986.......... 9.875 12/01/16 2,477,750
875 Chandler, Arizona, Industrial
Development Authority Rev.
(Sheraton Hotel Project),
Variable Rate Note, coupon
rate as of 11/30/95........... 7.500 12/01/15 877,380
865 Fort Walton Beach, Florida,
1st Mtg. (Shoney's Inn &
Restaurant)................... 10.500 12/01/16 921,926
1,560 Gulf Shores, Alabama Rev.
(Quality Inn, Beachsiding
Project)
Series 1986................... 11.000 06/01/16 1,593,556
1,945 Harrison, Ohio, Refunding
(Harrison Avenue K Mart Corp.
Project)
Series A...................... 8.125 12/01/02 2,042,075
3,000 Hialeah Gardens, Florida
(Waterford Convalescent)
Series A...................... 8.250 12/01/14 3,182,340
1,500 Homestead, Florida (Brookwood
Gardens Center Project) Series
A............................. 8.250 12/01/14 1,639,425
3,915 Lehigh County, Pennsylvania
(Allentown Interstate Motel).. 8.000 08/01/12 4,172,529
3,000 Luzerne County, Pennsylvania,
Industrial Development
Authority, Exempt Facilities
Rev., Refunding (Pennsylvania
Gas & Water Co. Project)
Series A...................... 7.200 10/01/17 3,205,590
1,300 Marion County, Florida,
Industrial Development
Authority Rev. (Marion Ross
Corp.)........................ 11.875 08/01/11 1,315,795
800 Minneapolis, Minnesota,
Commercial Development Rev.
(Holiday Inn Metrodome
Project)...................... 10.500 06/01/03 811,000
(/1/)650 Minneapolis, Minnesota,
Community Development Agency,
Commercial Development Rev.
(Standard Mill Whitney Hotel
Project)...................... 12.000 04/01/10 513,500
1,000 New Jersey, Economic
Development Authority, Series
E (Borg Warner Corp.)......... 11.200 08/01/04 1,061,320
2,000 Philadelphia, Pennsylvania,
Industrial Development Rev.... 7.750 12/01/17 2,037,000
1,000 Pittsylvania County, Virginia,
Series A...................... 7.450 01/01/09 1,066,000
510 Pocahontas, Iowa
(International Harvester Co.). 10.250 10/01/00 528,799
</TABLE>

See Notes to Financial Statements

B-41
<PAGE> 99

PORTFOLIO OF INVESTMENTS (CONTINUED)

November 30, 1995

- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Par
Amount
(000) Description Coupon Maturity Market Value
- --------------------------------------------------------------------------
<S> <C> <C> <C> <C>
$ 4,505 Port of Corpus Christi, Texas
(Valero Refining & Marketing
Co.)............................. 10.250% 06/01/17 $ 4,982,755
500 Port of Corpus Christi, Texas
(Valero Refining & Marketing Co.)
Series B......................... 10.625 06/01/08 554,590
2,000 Port of New Orleans, Louisiana
(Avondale Industries Inc.,
Project)......................... 8.250 06/01/04 2,193,060
1,000 Port of New Orleans, Louisiana
(Continental Grain Co.).......... 14.500 02/01/02 1,081,850
3,000 Port of New Orleans, Louisiana
(Continental Grain Co.)
Refunding........................ 7.500 07/01/13 3,109,560
1,000 Port of New Orleans, Louisiana
(Continental Grain Co.) Series A. 14.500 01/01/02 1,076,310
1,340 Scott County, Tennessee (Fruehauf
Corp.)........................... 10.750 01/01/09 1,430,530
3,115 St. Charles, Illinois (Tri-City
Center Project).................. 7.500 11/01/13 3,270,220
750 Vincent, Alabama, Industrial
Development Board (Shelby Motel
Group, Inc. Project)............. 10.500 09/01/16 743,715
------------
46,413,655
------------
LIFE CARE 10.0%
1,375 Atlantic Beach, Florida, Rev.,
Series A......................... 7.500 10/01/02 1,442,801
2,085 Atlantic Beach, Florida, Rev.,
Series A......................... 7.875 10/01/08 2,248,235
1,000 Chartiers Valley, Pennsylvania,
Industrial & Commercial
Development Authority (Ashbury
Health Center Project)........... 7.250 12/01/11 1,033,780
2,000 Chartiers Valley, Pennsylvania,
Industrial & Commercial
Development Authority (Ashbury
Health Center Project)........... 7.400 12/01/15 2,060,680
1,000 Chartiers Valley, Pennsylvania,
Industrial & Commercial
Development Authority, Series A.. 9.500 12/01/15 1,169,750
1,150 Cumberland County, Pennsylvania,
Muncipal Authority Rev., 1st Mtg.
(Carlisle Hospital & Health)..... 6.800 11/15/14 1,185,788
500 Fayetteville, Arkansas, Public
Facilities Board Rev.
(Butterfield Trail Village
Project) Series B................ 9.500 09/01/14 550,795
1,350 Hanover Park, Illinois, 1st Mtg.
Rev. (Windsor Park Manor
Project)......................... 9.500 12/01/14 1,465,209
1,475 Illinois, Health Facilities
Authority Rev. Covenant
Retirement Communities, Series A. 7.600 12/01/12 1,566,730
1,000 Illinois, Health Facilities
Authority Rev. Fairview Obligated
Group Project, Series A.......... 9.500 10/01/22 1,100,000
1,700 Illinois, Health Facilities
Authority Rev., Series B......... 8.000 02/15/25 1,721,726
5,000 Massachusetts, State Industrial
Finance Agency Rev............... 9.000 05/01/22 5,578,350
500 Massachusetts, State Industrial
Finance Agency Rev. (Dimmock
Community Health Center)......... 8.000 12/01/06 533,965
1,000 Massachusetts, State Industrial
Finance Agency Rev. (Dimmock
Community Health Center)......... 8.500 12/01/13 1,103,170
3,000 Massachusetts, State Industrial
Finance Agency Rev. (Dimmock
Community Health Center)......... 8.500 12/01/20 3,300,210
785 Massachusetts, State Industrial
Finance Agency Rev. (Evergreen
Center, Inc.).................... 8.000 11/01/06 844,165
1,230 Massachusetts, State Industrial
Finance Agency Rev. (Evergreen
Center, Inc.).................... 8.375 11/01/13 1,366,862
2,165 Massachusetts, State Industrial
Finance Agency Rev. (Evergreen
Center, Inc.).................... 8.500 11/01/20 2,447,446
1,000 Massachusetts, State Industrial
Finance Agency Rev., 1st Mtg.,
Brookhaven Community, Series A... 7.000 01/01/15 1,000,000
500 Massachusetts, State Industrial
Finance Agency Rev., 1st Mtg.,
Brookhaven Community............. 10.250 01/01/18 574,960
35 Massachusetts, State Industrial
Finance Agency Rev., 1st Mtg.,
Pioneer Valley................... 7.000 10/01/01 35,519
500 Massachusetts, State Industrial
Finance Agency Rev., 1st Mtg.,
Pioneer Valley................... 7.000 10/01/20 500,000
</TABLE>

See Notes to Financial Statements

B-42
<PAGE> 100

PORTFOLIO OF INVESTMENTS (CONTINUED)

November 30, 1995

- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Par Amount
(000) Description Coupon Maturity Market Value
- --------------------------------------------------------------------------
<S> <C> <C> <C> <C>
$ 3,000 Massachusetts, State
Industrial Finance Agency
Rev., 1st Mtg. Reeds Landing
Project....................... 8.625% 10/01/23 $ 3,177,210
510 Massachusetts, State
Industrial Finance Agency Rev.
(Hillcrest Educational
Centers, Inc. Project)........ 7.500 07/01/00 514,258
740 Massachusetts, State
Industrial Finance Agency Rev.
(Hillcrest Educational
Centers, Inc. Project)........ 8.000 07/01/05 754,778
2,750 Massachusetts, State
Industrial Finance Agency Rev.
(Hillcrest Educational
Centers, Inc. Project)........ 8.450 07/01/18 2,834,232
500 Montgomery County,
Pennsylvania, Higher Education
& Health Authority Rev.,
Retirement Community (GDL
Farms) Series A............... 9.500 01/01/20 604,430
2,500 Montgomery County,
Pennsylvania, Industrial
Development Authority Rev.,
1st Mtg. (Meadowood Corp.
Project)...................... 10.250 12/01/20 3,201,000
1,550 Montgomery County,
Pennsylvania, Industrial
Development Authority Rev.,
1st Mtg. (Meadowood Corp.
Project) Series A............. 9.250 12/01/00 1,684,896
2,025 Montgomery County,
Pennsylvania, Industrial
Development Authority Rev.,
1st Mtg. (Meadowood Corp.
Project) Series A............. 10.000 12/01/19 2,570,251
2,250 New Jersey, Economic
Development Authority, 1st
Mtg. Gross Rev. Franciscan
Oaks Project, Series A........ 8.500 10/01/23 2,454,818
1,000 New Jersey, Economic
Development Authority Rev.,
1st. Mtg. (The Evergreens).... 9.250 10/01/22 1,131,170
500 New Jersey, Economic
Development, Series A......... 8.500 01/01/10 540,270
1,000 New Jersey, Economic
Development, Series A......... 9.250 01/01/25 1,083,910
750 North Hampton County,
Pennsylvania, Industrial
Development Authority Rev.,
1st Mtg. (Kirkland Village
Project)...................... 7.375 12/15/18 756,435
750 North Hampton County,
Pennsylvania, Industrial
Development Authority Rev.,
1st Mtg. (Kirkland Village
Project)...................... 7.500 12/15/23 756,210
3,400 Palm Beach County, Florida,
Health Facilities Authority
Rev., Refunding (Waterford
Project)...................... 7.750 10/01/15 3,500,062
(/1/)1,044 Peoria, Arizona, Industrial
Development Authority (Sierra
Winds Life Care Community
Project)...................... 10.750 11/01/17 772,351
1,500 Philadelphia, Pennsylvania,
Industrial Development
Authority Rev. (Cathedral
Village)...................... 7.250 04/01/15 1,593,810
1,000 Philadelphia, Pennsylvania,
Industrial Development
Authority Rev. (Lutheran
Retirement Home), Series B.... 5.000 01/01/17 743,970
1,370 Plantation, Florida, Health
Facilities Authority Rev.
(Covenant Retirement
Communities, Inc.)............ 7.625 12/01/12 1,485,628
750 Plantation, Florida, Health
Facilities Authority Rev.
(Covenant Retirement
Communities, Inc.)............ 7.750 12/01/22 812,100
4,000 Riverside County, California,
Refunding (Air Force Village
West, Inc.) Series A.......... 8.125 06/15/20 4,160,000
700 Salem, Oregon, Hospital
Facility Authority Rev........ 7.250 12/01/15 734,076
1,500 Salem, Oregon, Hospital
Facility Authority Rev........ 7.500 12/01/24 1,583,985
1,035 Scottsdale, Arizona,
Industrial Development
Authority Rev., Series A...... 8.000 06/01/11 1,133,387
2,000 Scottsdale, Arizona,
Industrial Development
Authority Rev., Series A...... 8.250 06/01/15 2,202,480
2,540 Scottsdale, Arizona,
Industrial Development
Authority Rev., 1st Mtg.
(Westminister Village)........ 10.000 06/01/17 2,833,141
500 St. John's County, Florida,
Industrial Development
Authority, Refunding (Vicars
Landing Project) Series A..... 6.750 02/15/12 502,495
1,400 Tempe, Arizona, Industrial
Development Authority Rev.
(Friendship Village Temple)
Series A...................... 6.750 12/01/13 1,413,160
------------
78,364,654
------------
</TABLE>

See Notes to Financial Statements

B-43
<PAGE> 101

PORTFOLIO OF INVESTMENTS (CONTINUED)

November 30, 1995

- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Par
Amount
(000) Description Coupon Maturity Market Value
- --------------------------------------------------------------------------
<S> <C> <C> <C> <C>
MISCELLANEOUS 4.5%
$ 1,800 Brea & Olinda, California,
University School District,
Certificate of Participation
(High School Refunding Program)
Series B......................... 7.000% 08/01/18 $ 1,858,716
500 Clay Road, Texas, Municipal
Utilities District............... 7.625 09/01/11 543,310
3,510 Denver, Colorado, City and
County, Series A, GNMA........... 8.125 12/01/20 3,683,569
1,055 Denver, Colorado, Rev. (Jewish
Community Centers Project)....... 7.375 03/01/09 1,136,689
1,130 Denver, Colorado, Rev. (Jewish
Community Centers Project)....... 7.500 03/01/14 1,211,699
815 Denver, Colorado, Rev. (Jewish
Community Centers Project)....... 7.875 03/01/19 880,257
3,500 District of Columbia, Rev.
(National Public Radio) Series A. 7.700 01/01/23 3,834,075
2,910 Fresno, California, Certificates
of Participation................. 8.500 05/01/16 3,087,277
500 Hopewell, Virginia, Industrial
Development Authority, Resource
Recovery Rev., Refunding (Stone
Container Corp. Project)......... 8.250 06/01/16 536,040
2,500 Hyland Hills, Colorado,
Metropolitan Park & Recreation
District, Special Rev., Series A. 8.625 12/15/12 2,746,950
4,000 Lake Charles, Louisiana, Harbor &
Terminal Facilities Rev.
(Trunkline Liquified Nautural Gas
Co. Project)..................... 7.750 08/15/22 4,521,640
2,000 Maryland, State Energy Financing
Administration, Rev.............. 7.400 09/01/19 2,050,160
3,770 Massachusetts, State Industrial
Finance Agency Rev. (Lynn Mental
Health Association Project)...... 8.800 06/01/14 4,341,834
1,000 South Orange County, California,
Public Funding Authority Rev.,
Series B......................... 7.000 09/01/07 974,910
961 Texas General Services, Community
Partner Interests (Office
Building and Land Acquisition
Project)......................... 7.000 08/01/09 990,717
1,091 Texas General Services, Community
Partner Interests (Office
Building and Land Acquisition
Project)......................... 7.000 08/01/19 1,125,014
1,400 Texas General Services, Community
Partner Interests (Office
Building and Land Acquisition
Project)......................... 7.000 08/01/24 1,444,826
------------
34,967,683
------------
NURSING HOMES 12.0%
710 Albuquerque, New Mexico, Nursing
Home Rev., Refunding (Albuquerque
Health Care)..................... 9.750 12/01/14 769,526
2,000 Calvert County, Maryland,
Economic Development............. 8.375 01/01/15 2,059,520
500 Carmel, Indiana, Retirement
Rental Housing Rev., Refunding
(Beverly Enterprises, Inc.)...... 8.750 12/01/08 568,125
750 Charleston County, South
Carolina, Health Facilities Rev.,
Refunding, 1st Mtg. (Episcopal
Project)......................... 9.750 04/01/16 949,972
1,500 Charleston County, South
Carolina, Health Facilities Rev.,
Refunding, 1st Mtg. (Roper
Geriatric Center, Inc. Project).. 7.750 05/01/17 1,570,470
190 Charlotte County, Florida,
Industrial Development Authority,
Refunding (Beverly Enterprises,
Inc.)............................ 10.000 06/01/11 221,950
1,500 Chesterfield, Missouri,
Industrial Development Authority
Rev. (St. Andrews Episcopal-
Presbyterian) Series A........... 8.500 12/01/19 1,628,130
1,740 Collier County, Florida,
Industrial Development Authority
Rev., Retirement Rent Housing,
Refunding (Beverly Enterprises,
Inc.)............................ 10.750 03/01/03 2,075,716
585 Colorado, Health Facilities
Authority Rev. (Beth Israel at
Shalom, Park Project)............ 7.400 12/15/07 634,760
250 Colorado, Health Facilities
Authority Rev. (Beth Israel at
Shalom, Park Project)............ 8.000 12/15/22 274,180
925 Columbia County, Pennsylvania,
Industrial Development Authority,
Refunding (1st Street Association
Project)......................... 9.000 05/01/14 1,048,635
980 Covington-Alleghany County,
Virginia, Industrial Development
Authority Rev., Refunding
(Beverly Enterprises, Inc.
Project)......................... 9.375 09/01/01 1,116,563
1,000 Cuyahoga County, Ohio, Health
Care Facilities Rev. (Jennings
Hall)............................ 7.200 11/15/14 1,000,000
1,500 Cuyahoga County, Ohio, Health
Care Facilities Rev. (Jennings
Hall)............................ 7.300 11/15/23 1,491,075
</TABLE>

See Notes to Financial Statements

B-44
<PAGE> 102

PORTFOLIO OF INVESTMENTS (CONTINUED)

November 30, 1995

- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Par Amount
(000) Description Coupon Maturity Market Value
- --------------------------------------------------------------------------
<S> <C> <C> <C> <C>
$ 2,800 Delaware State, Economic
Development Authority,
Refunding, 1st Mtg. (Dover
Health Care).................. 7.875% 04/01/08 $ 3,055,668
(/1/)2,500 DeSoto, Texas, Health
Facilities Development Corp.
Rev. (Park Manor Senior Care,
Inc. Project)................. 11.000 12/01/16 2,500,000
500 Fairfield, Ohio, Economic
Development Rev., Refunding
(Beverly Enterprises, Inc.)... 8.500 01/01/03 548,990
1,000 Gardendale, Alabama, Hospital
& Nursing Home Medical Clinic
Board Rev., Series A.......... 11.000 04/01/20 1,053,980
1,000 Good Shepherd Nursing Home,
Missouri, Nursing Home
Facilities Rev................ 7.625 07/01/15 1,028,700
3,000 Good Shepherd Nursing Home,
Missouri, Nursing Home
Facilities Rev................ 7.750 07/01/25 3,104,550
1,185 Hernando County, Florida,
Refunding (Beverly
Enterprises, Inc.)............ 10.000 09/01/11 1,390,135
1,500 Indiana, Health Facilities
Authority (St. Anthony Home).. 7.000 05/15/17 1,517,265
1,000 Indiana, Health Facilities
Authority (St. Anthony Home).. 7.250 05/15/24 1,025,940
2,905 Jefferson County, Missouri,
Industrial Development
Authority Rev., 1st Mtg.
(Cedar Hills Retirement
Village Project) Series A..... 8.250 12/01/15 2,905,000
250 Lee County, Florida,
Industrial Development
Authority, Economic
Development Rev., Refunding
(Encore Nursing Center
Partner)...................... 8.125 12/01/07 272,987
250 Lehigh County, Pennsylvania,
1st Mtg, (Bible Fellowship
Project)...................... 7.150 12/15/08 258,725
2,315 Lehigh County, Pennsylvania,
1st Mtg, (Bible Fellowship
Project)...................... 8.000 12/15/23 2,414,545
690 Louisiana, Public Facilities
Authority Rev., Refunding
Industrial Development
(Beverly Enterprises, Inc.)... 8.250 09/01/08 749,457
2,000 Luzerne County, Pennsylvania,
Industrial Development
Authority, 1st Mtg. Rev.,
Refunding (Birchwood Nursing
Center Project) Series A...... 7.875 12/01/13 2,178,440
1,200 Maplewood, Minnesota, Health
Care Facilities Rev., (VOA
Care Centers Project)......... 7.450 10/01/16 1,244,988
800 Massachusetts, Industrial
Finance Agency, Industrial
Development Authority,
Refunding (Beverly
Enterprises, Inc.)............ 8.375 05/01/09 886,648
1,700 Massachusetts, State
Industrial Finance Agency
Rev., 1st Mtg................. 7.700 01/01/14 1,790,559
1,005 Massachusetts, State
Industrial Finance, Refunding,
1st Mtg., Series A............ 7.400 01/15/09 1,047,431
2,000 Massachusetts, State
Industrial Finance, Refunding,
1st Mtg., Series A, Evanswood
Bethzatha..................... 7.625 01/15/14 2,094,500
1,000 Massachusetts, State
Industrial Finance, Refunding,
1st Mtg., Series A, Healthcare
Corp Project.................. 7.625 04/01/13 1,031,550
395 McCormick County, South
Carolina, Hospital Facilities
Rev., Series 88 (McCormick
Hospital)..................... 10.500 03/01/18 417,981
1,000 Minneapolis, Minnesota, Health
Care Facilities Authority
Rev., St. Olaf Residence, Inc.
Project....................... 7.100 10/01/23 1,039,440
3,595 Montgomery County,
Pennsylvania, Industrial
Development Authority Rev.,
Health Care (Advanced
Geriatric) Series A........... 8.375 07/01/23 3,989,803
910 Montgomery County,
Pennsylvania (Pennsburg
Nursing & Rehabilitation
Center)....................... 7.625 07/01/18 898,334
2,200 Nevada, State Department
Community Health Facilities,
Rev., Refunding (Washoe
Convalescent Center Project).. 8.125 06/01/03 2,329,536
1,620 New Hampshire, Higher
Education & Health Rev........ 8.000 06/01/04 1,738,568
2,000 New Hampshire, Higher
Education & Health Rev........ 9.000 06/01/14 2,280,020
4,365 New Jersey, Economic
Development Authority......... 7.500 07/01/20 4,521,878
500 New Jersey, Economic
Development Authority Rev.,
Refunding, Burnt Tavern
Convalescent, Series A........ 9.000 11/15/13 557,760
750 New Jersey, Economic
Development Authority Rev.,
Refunding, 1st Mtg., Delaire
Nursing, Series A............. 8.750 11/01/10 814,178
840 New Jersey, Economic
Development Authority Rev.,
Refunding, Stone Arch Nursing
Home Project.................. 8.750 12/01/10 929,468
500 New Jersey, Economic
Development Authority Rev.,
Refunding, Zirbser-Greenbriar,
Inc., Series A................ 7.375 07/15/03 516,985
</TABLE>

See Notes to Financial Statements

B-45
<PAGE> 103

PORTFOLIO OF INVESTMENTS (CONTINUED)

November 30, 1995

- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Par
Amount
(000) Description Coupon Maturity Market Value
- --------------------------------------------------------------------------
<S> <C> <C> <C> <C>
$ 915 New Jersey, Economic Development
Authority Rev., Refunding,
Zirbser-Greenbriar, Inc., Series
A................................ 7.750% 07/15/08 $ 957,795
500 New Jersey, Economic Development
Rev., Series A................... 8.000 01/01/09 521,290
1,000 New Jersey, Economic Development
Authority Rev., Refunding........ 8.400 12/15/15 1,074,090
1,000 New Jersey, Economic Development
Authority Rev., Refunding (Green
Acres Manor, Inc.) Series A...... 8.250 01/01/17 1,050,040
420 New Jersey, Economic Development
Authority Rev., (United Methodist
Homes) Series A.................. 7.500 07/01/24 442,546
500 Oakland County, Michigan,
Economic Development (Pontiac
Osteopathic Hospital Project).... 9.625 01/01/20 606,655
465 Orange County, Florida,
Industrial Development Authority
Rev., Refunding (Beverly
Enterprises, Inc.)............... 9.250 08/01/10 527,566
2,000 Philadelphia, Pennsylvania
(FFE/Maplewood).................. 8.000 01/01/14 2,140,360
2,835 Philadelphia, Pennsylvania
(FFE/Maplewood).................. 8.000 01/01/24 3,033,960
1,170 Philadelphia, Pennsylvania,
Industrial Development Authority
Rev., 1st Mtg., (RHA/Care
Pavilion Project)................ 10.250 02/01/18 1,208,025
500 San Antonio, Texas, Health
Facilities Development Corp. Rev.
(Encore Nursing Center Partner).. 8.250 12/01/19 558,790
725 Santa Fe, New Mexico, Refunding
(Casa Real Nursing Home)......... 9.750 01/01/13 791,425
250 Santa Rosa County, Florida,
Industrial Development Authority
Rev., 1st Mtg. (Sandy Ridge Care
Center).......................... 10.500 04/01/16 254,303
500 Sherman, Illinois (Villa Health
Care) 1st Mtg., Series A......... 8.250 10/01/14 528,165
500 Sherman, Illinois (Villa Health
Care) 1st Mtg., Series A......... 8.500 10/01/24 529,000
250 Smith County, Tennessee, Health
and Educational Facilities
(Healthcare Corporation Project)
Refunding........................ 7.000 04/01/08 256,435
500 Smith County, Tennessee, Health
and Educational Facilities
(Healthcare Corporation Project)
Refunding........................ 7.400 04/01/13 509,820
250 South Carolina, Jobs Economic
Dev. Authority, Health Facilities
Rev., 1st Mtg. (Lutheran Homes
South Carolina Project).......... 7.750 10/01/12 273,295
750 South Carolina, Jobs Economic
Dev. Authority, Health Facilities
Rev., 1st Mtg. (Lutheran Homes
South Carolina Project).......... 8.000 10/01/22 817,013
500 St. Louis, Missouri, Industrial
Development Authority Rev., 1st
Mtg. (Deaconess Manor
Association)..................... 7.500 06/01/16 486,265
500 St. Louis, Missouri, Industrial
Development Authority Rev., 1st
Mtg. (Deaconess Manor
Association)..................... 7.500 06/01/23 493,130
1,880 St. Paul, Minnesota, Housing &
Redevelopment Authority,
Commercial Development Rev.,
Refunding (Beverly Enterprises,
Inc.)............................ 7.750 11/01/02 1,966,950
470 Truth or Consequences, New
Mexico, Nursing Home Rev.,
Refunding & Improvement (Sierra
Health Care)..................... 9.750 12/01/14 509,405
3,675 Valparaiso, Indiana, Economic
Development Rev., Refunding, 1st
Mtg. (Whispering Pines).......... 9.500 01/01/07 4,442,561
250 Warren County, Pennsylvania,
Industrial Development Authority
Rev., Refunding (Beverly
Enterprises, Inc.)............... 9.000 11/01/12 287,213
250 Westmoreland County, Virginia,
Industrial Development Authority,
Health Facilities Rev., 1st Mtg.
(Mary Washington Health Center).. 7.000 02/01/13 252,953
1,500 Westmoreland County, Virginia,
Industrial Development Authority,
Health Facilities Rev., 1st Mtg.
(Mary Washington Health Center).. 7.000 02/01/23 1,504,995
------------
93,566,676
------------
POLLUTION CONTROL REVENUE 7.7%
2,500 Baltimore County, Maryland
(Bethlehem Steel Corp. Project),
Series A......................... 7.500 06/01/15 2,629,850
560 Baltimore County, Maryland
(Bethlehem Steel Corp. Project),
Series A......................... 7.550 06/01/17 583,906
4,000 Beaver County, Pennsylvania,
Industrial Development Authority
Rev., Series A................... 7.750 05/01/20 4,222,880
</TABLE>

See Notes to Financial Statements

B-46
<PAGE> 104

PORTFOLIO OF INVESTMENTS (CONTINUED)

November 30, 1995

- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Par
Amount
(000) Description Coupon Maturity Market Value
- --------------------------------------------------------------------------
<S> <C> <C> <C> <C>
$ 7,000 Beaver County, Pennsylvania,
Industrial Development Authority
Toledo Edison, Series A.......... 7.625% 05/01/20 $ 7,308,770
2,500 Clairborne County, Mississippi
(Middle South Energy)............ 8.250 06/01/14 2,774,125
1,500 Clairborne County, Mississippi
(Middle South Energy)............ 9.500 04/01/16 1,564,080
5,575 Clairborne County, Mississippi
(Middle South Energy)............ 9.875 12/01/14 6,357,953
3,700 Hodge, Louisiana, Utility Rev.
(Stone Container) Series 1990.... 9.000 03/01/10 4,029,818
1,500 Illinois, Development Finance
Authority (Illinois Power Co.
Project) Refunding, Series A..... 8.300 04/01/17 1,628,535
500 Montgomery County, Pennsylvania,
Industrial Development Authority
Rev., Refunding, 1st Mtg. (The
Meadowood Corp.)................. 7.000 12/01/10 497,250
1,500 Montgomery County, Pennsylvania,
Industrial Development Authority
Rev., Refunding, 1st Mtg. (The
Meadowood Corp.)................. 7.250 12/01/15 1,501,185
4,000 Montgomery County, Pennsylvania,
Industrial Development Authority
Rev., Refunding, 1st Mtg. (The
Meadowood Corp.)................. 7.400 12/01/20 3,981,920
4,000 New Hampshire, State Industrial
Authority Rev.................... 10.750 10/01/12 4,485,080
3,420 New Hampshire, State Industrial
Authority Rev. Public Service Co.
of New Hampshire Project, Series
A................................ 7.650 05/01/21 3,629,236
2,300 New Hampshire, State Industrial
Authority Rev. Public Service Co.
of New Hampshire Project, Series
A................................ 7.650 05/01/21 2,440,714
1,850 New Hampshire, State Industrial
Development Authority Rev.,
Refunding........................ 7.375 05/01/14 1,969,751
4,930 Ohio, State Air Quality
Development Authority Rev. Toledo
Edison,
Series B......................... 9.875 11/01/22 5,359,157
2,000 Ohio, State Water Development
Authority Pollution Control
Facilities Rev., Series A........ 8.000 10/01/23 2,157,740
1,000 Parish of West Feliciana,
Louisiana (Gulf State Utilities
Project)......................... 9.000 05/01/15 1,146,410
500 Parish of West Feliciana,
Louisiana (Gulf State Utilities
Project) Series A................ 7.500 05/01/15 541,315
1,500 Sabine River Authority, Texas,
Refunding (Texas Utilities Co.
Project)......................... 7.750 04/01/16 1,549,725
------------
60,359,400
------------
PUBLIC IMPROVEMENTS 2.1%
1,835 Antioch, California, Improvement
Act 1915, Series E............... 7.125 09/02/16 1,837,055
1,300 Emeryville, California........... 7.300 09/02/21 1,340,079
1,250 Erlanger, Kentucky, Assessment
Rev. (Public Improvement
Project)......................... 7.500 08/01/18 1,305,162
2,200 Fresno, California, JT Powers
Financing Authority, Local Agency
Rev. Series B.................... 6.750 09/02/01 2,300,782
900 Fresno, California, JT Powers
Financing Authority, Local Agency
Rev. Series B.................... 7.350 09/02/12 933,714
1,500 Henderson, Nevada, Local
Improvement Districts, Series B.. 7.300 11/01/12 1,509,960
960 Las Vegas, Nevada, Local
Improvement Bonds Special
Improvement District No. 404..... 7.300 11/01/09 985,334
985 Las Vegas, Nevada, Local
Improvement Bonds Special
Improvement District No. 505
(Elkhorn Springs)................ 8.000 09/15/13 1,009,645
2,000 Perris, California, Public
Funding, Series D................ 7.875 09/01/25 2,112,840
100 Rancho Cucamonga, California,
Community Facilities District.... 8.000 09/01/20 106,312
1,500 Rancho Cucamonga, California,
Community Facilities District.... 8.250 09/01/19 1,592,550
500 Riverside County, California..... 7.400 09/02/09 515,805
1,000 Riverside County, California..... 7.625 09/02/14 1,031,230
------------
16,580,468
------------
SALES TAX REVENUE 5.3%
1,000 Bedford Park, Illinois, Tax
Increment Rev., Bedford City
Project.......................... 9.250 02/01/12 1,106,580
1,500 Bedford Park, Illinois, Tax
Increment Rev., Mark IV Project.. 9.750 03/01/12 1,724,400
3,000 Broadview, Illinois, Tax
Increment Rev.................... 8.250 07/01/13 3,339,930
3,000 Crestwood, Cook County, Illinois,
Tax Increment Rev................ 7.250 12/01/08 3,053,460
</TABLE>

See Notes to Financial Statements

B-47
<PAGE> 105

PORTFOLIO OF INVESTMENTS (CONTINUED)

November 30, 1995

- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Par
Amount
(000) Description Coupon Maturity Market Value
- --------------------------------------------------------------------------
<S> <C> <C> <C> <C>
$ 870 Delaware County, Pennsylvania,
Authority Rev., 1st Mtg. (Riddle
Village Project)................. 8.750% 06/01/10 $ 969,719
2,800 Delaware County, Pennsylvania,
Authority Rev., 1st Mtg. (Riddle
Village Project)................. 9.250 06/01/22 3,222,324
1,965 Denver, Colorado, Urban Renewal
Authority, Tax Increment Rev..... 8.500 05/01/16 2,166,354
445 Detroit, Michigan, Location
Development Finance Authority.... 9.500 05/01/21 497,350
1,315 Edgewater, Colorado,
Redevelopment Rev. .............. 6.750 12/01/08 1,382,578
1,000 Folsom, California, Community
Facilities District #10.......... 8.000 09/01/15 1,031,490
4,000 Hodgkins, Illinois, Tax Increment
Rev.............................. 7.625 12/01/13 4,182,600
1,500 Hodgkins, Illinois, Tax Increment
Rev.............................. 9.500 12/01/09 1,944,075
500 Hodgkins, Illinois, Tax Increment
Rev.............................. 9.500 12/01/09 591,345
1,500 Huntington Park, California,
Series C......................... 7.600 09/01/18 1,590,255
1,000 Moreno Valley, California,
Special Tax Rev., Towngate
Community Facilities District 87-
1................................ 7.125 10/01/23 1,028,560
4,215 New York City, New York,
Industrial Development Agency.... 8.500 12/30/22 4,718,566
500 Philadelphia, Pennsylvania,
Parking Authority Rev............ 8.750 03/01/05 505,265
1,785 Philadelphia, Pennsylvania,
Parking Authority Rev............ 8.875 03/01/10 1,804,332
1,250 Richmond, California, JT Powers
Financing Authority, Improvement
District No. 851 & No. 853,
Series A......................... 7.400 09/02/19 1,289,013
1,900 Round Lake Beach, Illinois, Tax
Increment Rev., Series 1993...... 7.200 12/01/04 2,009,459
500 Round Lake Beach, Illinois, Tax
Increment Rev., Series 1993...... 7.500 12/01/13 516,680
1,890 St. Louis, Missouri, Tax
Increment Rev. (Scullin
Redevelopment Area) Series A..... 10.000 08/01/10 2,305,687
------------
40,980,022
------------
TRANSPORTATION 3.5%
1,000 Chicago, Illinois, O'Hare
International Airport, Special
Facilities Rev. (American
Airlines, Inc. Project).......... 8.200 12/01/24 1,163,070
540 Chicago, Illinois, O'Hare
International Airport, Special
Facilities Rev. (American
Airlines, Inc. Project) Series A. 7.875 11/01/25 591,716
2,000 Chicago, Illlinois, Skyway
Tollbridge Rev., Refunding....... 6.750 01/01/17 2,061,780
3,000 Cleveland, Ohio, Parking
Facilities Rev.,................. 8.000 09/15/12 3,222,360
1,500 Dallas-Fort Worth, Texas,
International Airport Facilities
Improvement Corp. Rev., American
Airlines, Inc.................... 7.250 11/01/30 1,585,530
500 Dallas-Fort Worth, Texas,
International Airport Facilities
Improvement Corp. Rev., American
Airlines, Inc.................... 7.500 11/01/25 531,285
1,250 Dallas-Fort Worth, Texas,
International Airport Facilities
Improvement Corp. Rev., Delta
Airlines, Inc.................... 7.625 11/01/21 1,341,287
7,625 Dayton, Ohio, Special Facilities
Rev. (Emery Air Freight Corp.)
Series A......................... 12.500 10/01/09 8,766,691
2,400 Kenton County, Kentucky, Airport
Board, Special Facilities, Rev.
(Delta Airlines, Inc. Project)... 7.500 02/01/12 2,584,176
1,195 Kenton County, Kentucky, Airport
Board, Special Facilities, Rev.
(Delta Airlines, Inc. Project)... 8.100 12/01/15 1,300,662
4,000 New Jersey, Economic Development
Authority Rev. (Holt Hauling)
Series D......................... 10.250 09/15/14 4,242,360
------------
27,390,917
------------
UTILITIES 3.8%
1,500 Colton, California, Public
Finance Authority................ 7.500 10/01/20 1,533,735
275 Fort Bend County, Texas,
Refunding #25.................... 8.000 10/01/15 297,280
930 Hawaii County, Hawaii,
Improvement District No. 17,
Special Assessment-Kaloko
Subdivision...................... 9.500 08/01/11 998,606
1,020 Massachusetts, State Industrial
Finance Agency Rev............... 7.300 09/01/10 1,052,334
915 Massachusetts, State Industrial
Finance Agency Rev............... 7.600 09/01/17 939,888
</TABLE>

See Notes to Financial Statements

B-48
<PAGE> 106

PORTFOLIO OF INVESTMENTS (CONTINUED)

November 30, 1995

- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Par
Amount
(000) Description Coupon Maturity Market Value
- -------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
$ 1,820 Massachusetts, State Industrial Finance
Agency Rev............................. 7.750% 09/01/25 $ 1,869,122
1,500 Mill Creek, Illinois, Water Reclamation
District, Rev.......................... 8.000 03/01/10 1,542,180
2,500 Mill Creek, Illinois, Water Reclamation
District, Rev.......................... 8.000 03/01/10 2,570,300
4,110 New Hampshire, State Business Finance
Authority, Electric Facilities Rev.
(Plymouth Cogeneration Light Power).... 7.750 06/01/14 4,221,011
975 New Jersey, Economic Development
Authority Rev., 1st Mtg. (Millhouse
Project) Series A...................... 8.250 04/01/10 983,385
2,060 New Jersey, Economic Development
Authority Rev., 1st Mtg. (Millhouse
Project) Series A...................... 8.500 04/01/16 2,091,003
2,000 New York, State Energy................. 7.150 12/01/20 2,066,920
2,500 New York, State Energy Research &
Development Authority, Electric
Facilities Rev. (Long Island Lighting)
Series B............................... 7.150 02/01/22 2,583,650
2,000 New York, State Energy Research, Series
A...................................... 7.125 12/01/29 2,223,460
1,530 Norco, California, Sewer and Water
Rev., Refunding........................ 7.200 10/01/19 1,600,074
200 Northwest Harris County, Texas,
Municipal Utility #22, Refunding,
Combined Tax and Rev., Water Works and
Sewer System........................... 8.000 10/01/15 233,686
1,000 Pennsylvania, Economic Development
Funding................................ 7.600 12/01/20 1,120,450
1,500 Pennsylvania, Economic Development
Funding, Series A...................... 9.250 01/01/22 1,594,665
------------
29,521,749
------------
WASTE DISPOSAL 1.3%
1,750 Greater Detroit, Michigan, Resource
Recovery Agency, Rev., Series C........ 9.250 12/13/08 1,827,402
1,500 Michigan State Strategic Fund, Rev.,
Refunding (Genesee Power Station
Project)............................... 7.500 01/01/21 1,551,285
1,500 Parish of St. James, Louisana, Solid
Waste Disposal Rev. (Kaiser Aluminum
Project)............................... 7.750 08/01/22 1,628,040
3,000 Port Walla Walla, Washington, Solid
Waste Recycling Rev. (Ponderosa Fibres
Project)............................... 9.125 01/01/26 3,088,140
1,500 Rockdale County, Georgia, Development
Authority Rev., Solid Waste Disposal
(Visy Paper, Inc. Project)............. 7.500 01/01/26 1,563,390
------------
9,658,257
------------
TOTAL MUNICIPAL BONDS (Cost $720,774,254)............... 757,529,737
------------
MUNICIPAL VARIABLE RATE DEMAND
NOTES+ 1.6%
1,000 Hamilton County, Ohio, Series A........ 3.800 03/01/17 1,000,000
600 Jackson County, Mississippi, Pollution
Control Rev............................ 3.650 06/01/23 600,000
1,100 Kansas City, Missouri, Hospital Rev.... 3.850 10/15/14 1,100,000
100 New York City, New York, Series 1993-
A4..................................... 3.800 08/01/21 100,000
2,880 New York, State Job Development
Authority ............................. 3.850 03/01/07 2,880,000
6,800 North Carolina, Medical Care, Series
1991-A................................. 3.800 10/01/20 6,800,000
100 Pinal County, Arizona, Pollution
Control Rev............................ 3.800 12/01/09 100,000
------------
TOTAL MUNICIPAL VARIABLE RATE DEMAND NOTES
(Cost $12,580,000)...................................... 12,580,000
------------
TOTAL INVESTMENTS (Cost $733,354,254) 98.6%..................... 770,109,737
OTHER ASSETS AND LIABILITIES, NET 1.4%.......................... 11,200,989
------------
NET ASSETS 100%................................................. $781,310,726
============
</TABLE>
*Zero coupon bond
+Interest rates as of November 30, 1995
(1)Security is not expected to pay interest at the stated rate and accordingly
interest is being accrued at a lesser interest rate.
(2)Security is non-income producing but is expected to pay interest at a lesser
rate in January 1996. Valuation is based on information provided by brokers
trading in this security.
Rev.--Revenue bond.

See Notes to Financial Statements

B-49
<PAGE> 107

STATEMENT OF ASSETS AND LIABILITIES

November 30, 1995

- --------------------------------------------------------------------------------
<TABLE>
<S> <C>
ASSETS
Investments, at market value (Cost $733,354,254)................. $770,109,737
Interest receivable.............................................. 18,979,845
Receivable for investments sold.................................. 8,714,943
Receivable for Fund shares sold.................................. 1,150,084
Other assets..................................................... 41,104
------------
Total Assets................................................... 798,995,713
------------
LIABILITIES
Payable for investments purchased................................ 13,373,138
Dividends payable................................................ 2,408,690
Payable for Fund shares redeemed................................. 714,004
Due to Distributor............................................... 487,351
Due to Adviser................................................... 356,153
Bank overdraft................................................... 92,080
Due to shareholder service agent................................. 68,874
Deferred Trustees' compensation.................................. 12,769
Accrued expenses................................................. 171,928
------------
Total Liabilities.............................................. 17,684,987
------------
NET ASSETS, equivalent to $11.18 per share for Class A and Class
B shares, and $11.17 per share for Class C shares................ $781,310,726
============
NET ASSETS WERE COMPRISED OF
Shares of beneficial interest, at par; 46,185,017 Class A,
20,927,094 Class B, and 2,789,400 Class C shares outstanding.... $ 699,015
Capital surplus.................................................. 775,046,087
Accumulated net realized loss on securities...................... (31,216,640)
Net unrealized appreciation of securities........................ 36,755,483
Undistributed net investment income.............................. 26,781
------------
NET ASSETS....................................................... $781,310,726
============
</TABLE>

See Notes to Financial Statements

B-50
<PAGE> 108

STATEMENT OF OPERATIONS

Year Ended November 30, 1995

- --------------------------------------------------------------------------------
<TABLE>
<S> <C>
INVESTMENT INCOME
Interest........................................................... $54,510,588
-----------
EXPENSES
Management fees.................................................... 3,906,255
Shareholder service agent's fees and expenses...................... 767,467
Accounting services................................................ 158,098
Service fees--Class A.............................................. 1,172,671
Distribution and service fees--Class B............................. 2,037,581
Distribution and service fees--Class C............................. 250,107
Trustees' fees and expenses........................................ 25,934
Audit fees......................................................... 31,200
Custodian fees..................................................... 19,644
Legal fees......................................................... 13,725
Reports to shareholders............................................ 63,025
Registration and filing fees....................................... 104,167
Miscellaneous...................................................... 19,353
Management fee waiver (see Note 2)................................. (8,371)
-----------
Total expenses................................................... 8,560,856
-----------
NET INVESTMENT INCOME.............................................. 45,949,732
===========
REALIZED AND UNREALIZED GAIN (LOSS) ON SECURITIES
Net realized loss on securities
Investments....................................................... (5,961,075)
Futures contracts................................................. (5,210,431)
Net unrealized appreciation of securities during the period
Investments....................................................... 56,193,402
Futures contracts................................................. 506,300
-----------
NET REALIZED AND UNREALIZED GAIN ON SECURITIES..................... 45,528,196
===========
INCREASE IN NET ASSETS RESULTING FROM OPERATIONS................... $91,477,928
===========
</TABLE>

See Notes to Financial Statements

B-51
<PAGE> 109

STATEMENT OF CHANGES IN NET ASSETS

- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Year Ended November 30
--------------------------
1995 1994
- -------------------------------------------------------------------------------
<S> <C> <C>
NET ASSETS, beginning of period.................... $585,718,311 $512,768,709
------------ ------------
OPERATIONS
Net investment income............................. 45,949,732 37,931,627
Net realized loss on securities................... (11,171,506) (6,750,830)
Net unrealized appreciation (depreciation) of
securities during the period..................... 56,699,702 (31,271,797)
------------ ------------
Increase (decrease) in net assets resulting from
operations.................................... 91,477,928 (91,000)
------------ ------------
DISTRIBUTIONS TO SHAREHOLDERS FROM NET INVESTMENT
INCOME
Class A........................................... (32,309,178) (29,486,022)
Class B........................................... (12,327,837) (8,334,914)
Class C........................................... (1,507,847) (399,671)
------------ ------------
(46,144,862) (38,220,607)
------------ ------------
CAPITAL TRANSACTIONS
Proceeds from shares sold
Class A.......................................... 128,111,398 98,704,070
Class B.......................................... 77,416,914 70,654,239
Class C.......................................... 16,851,852 15,954,972
------------ ------------
222,380,164 185,313,281
------------ ------------
Proceeds from shares issued for distributions
reinvested
Class A.......................................... 13,570,942 11,857,412
Class B.......................................... 5,256,068 3,702,608
Class C.......................................... 825,878 230,780
------------ ------------
19,652,888 15,790,800
------------ ------------
Cost of shares redeemed
Class A.......................................... (67,504,220) (78,622,401)
Class B.......................................... (20,990,727) (10,751,774)
Class C.......................................... (3,278,756) (468,697)
------------ ------------
(91,773,703) (89,842,872)
------------ ------------
Increase in net assets resulting from capital
transactions.................................. 150,259,349 111,261,209
------------ ------------
INCREASE IN NET ASSETS........................... 195,592,415 72,949,602
------------ ------------
NET ASSETS, end of period (including undistributed
net investment income of $26,781 and $221,911).... $781,310,726 $585,718,311
============ ============
</TABLE>

See Notes to Financial Statements

B-52
<PAGE> 110

FINANCIAL HIGHLIGHTS

Selected data for a share of beneficial interest outstanding throughout each of
the periods indicated.

- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Class A
--------------------------------------
Year Ended November 30
--------------------------------------
1995 1994 1993 1992 1991
- -------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
PER SHARE OPERATING PERFORMANCE
Net asset value, beginning of period... $10.44 $11.19 $10.95 $10.78 $10.72
------ ------ ------ ------ ------
INCOME FROM INVESTMENT OPERATIONS
Investment income..................... .85 .87 .931 .93 .885
Expenses.............................. (.11) (.11) (.1178) (.115) (.115)
------ ------ ------ ------ ------
Net investment income.................. .74 .76 .8132 .815 .77
Net realized and unrealized gains or
losses on securities.................. .7475 (.744) .2303 .195 .13
------ ------ ------ ------ ------
Total from investment operations....... 1.4875 .016 1.0435 1.01 .90
------ ------ ------ ------ ------
DISTRIBUTIONS FROM NET INVESTMENT IN-
COME.................................. (.7475) (.766) (.8035) (.84) (.84)
------ ------ ------ ------ ------
Net asset value, end of period ........ $11.18 $10.44 $11.19 $10.95 $10.78
====== ====== ====== ====== ======
TOTAL RETURN (/1/)..................... 14.65% .10% 9.65% 9.77% 8.73%
RATIOS/SUPPLEMENTAL DATA
Net assets, end of period (millions)... $516.3 $411.1 $408.0 $309.5 $225.3
Average net assets (millions).......... $472.4 $419.5 $357.8 $257.5 $220.5
Ratios to average net assets (/2/)
Expenses.............................. .98% 1.02% 1.03% 1.07% 1.06%
Expenses, without waiver.............. .98% -- -- -- --
Net investment income................. 6.81% 6.98% 7.13% 7.45% 7.20%
Net investment income, without waiver. 6.81% -- -- -- --
Portfolio turnover rate................ 26% 33% 27% 24% 20%
</TABLE>

(1) Total return does not consider the effect of sales charges.
(2) See Note 2.

See Notes to Financial Statements

B-53
<PAGE> 111

FINANCIAL HIGHLIGHTS (CONTINUED)

Selected data for a share of beneficial interest outstanding throughout each of
the periods indicated.

- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Class B Class C
---------------------------------------- --------------------------
July 20, December 10,
1992(/2/) 1993(/2/)
Year Ended November 30 through Year Ended through
-------------------------- November 30, November 30, November 30,
1995 1994 1993(/1/) 1992(/1/) 1995 1994(/1/)
- -----------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
PER SHARE OPERATING
PERFORMANCE
Net asset value, begin-
ning of period......... $10.43 $11.18 $10.96 $11.08 $10.42 $11.29
------- ------ ------ ------ ------- ------
INCOME FROM INVESTMENT
OPERATIONS
Investment income...... .85 .87 .8905 .35 .85 .81
Expenses............... (.19) (.19) (.1986) (.08) (.19) (.18)
------- ------ ------ ------ ------- ------
Net investment income... .66 .68 .6919 .27 .66 .63
Net realized and
unrealized gains or
losses on securities... .7535 (.748) .2476 (.1122) .7535 (.8363)
------- ------ ------ ------ ------- ------
Total from investment
operations............. 1.4135 (.068) .9395 .1578 1.4135 (.2063)
------- ------ ------ ------ ------- ------
DISTRIBUTIONS FROM NET
INVESTMENT INCOME...... (.6635) (.682) (.7195) (.2778) (.6635) (.6637)
------- ------ ------ ------ ------- ------
Net asset value, end of
period................. $11.18 $10.43 $11.18 $10.96 $11.17 $10.42
======= ====== ====== ====== ====== ======
TOTAL RETURN (/3/)...... 13.89% (.76%) 8.84% 1.45% 13.79% (1.80%)
RATIOS/SUPPLEMENTAL DATA
Net assets, end of
period (millions)...... $233.9 $159.3 $104.8 $21.0 $31.1 $15.3
Average net assets
(millions)............. $203.8 $133.6 $54.9 $13.4 $25.0 $6.7
Ratios to average net
assets
(annualized)(/4/)
Expenses............... 1.73% 1.77% 1.77% 1.71% 1.72% 1.75%
Expenses, without
waiver................ 1.73% -- -- -- 1.72% --
Net investment income.. 6.03% 6.19% 6.15% 5.88% 5.98% 6.07%
Net investment income,
without waiver........ 6.03% -- -- -- 5.98% --
Portfolio turnover rate. 26% 33% 27% 24% 26% 33%
</TABLE>

(1) Based on average month-end shares.
(2) Commencement of offering of sales.
(3) Total return for periods of less than one year are not annualized. Total
return does not consider the effect of sales charges.
(4) See Note 2.

See Notes to Financial Statements

B-54
<PAGE> 112

NOTES TO FINANCIAL STATEMENTS

- --------------------------------------------------------------------------------
NOTE 1--SIGNIFICANT ACCOUNTING POLICIES
Van Kampen American Capital Tax-Exempt Trust--High Yield Municipal Fund (the
"Fund") is registered under the Investment Company Act of 1940, as amended, as
a diversified open-end management investment company.
The following is a summary of significant accounting policies consistently
followed by the Fund in the preparation of its financial statements.

A. INVESTMENT VALUATIONS-Municipal bonds are valued at the most recently quoted
bid prices or at bid prices based on a matrix system (which considers such
factors as security prices, yields, maturities and ratings) furnished by
dealers and an independent pricing service. Securities for which market
quotations are not readily available are valued at fair value as determined in
good faith by the Board of Trustees of the Fund. Short-term investments with a
maturity of 60 days or less when purchased are valued at amortized cost, which
approximates market value. Short-term investments with a maturity of more than
60 days when purchased are valued based on market quotations until the
remaining days to maturity becomes less than 61 days. From such time, until
maturity, the investments are valued at amortized cost.
The Fund's investments include lower rated and unrated debt securities which
may be more susceptible to adverse economic conditions than investment grade
holdings. These securities are often subordinated to the prior claims of other
senior lenders and uncertainties exist as to an issuer's ability to meet
principal and interest payments. Securities rated below investment grade and
comparable unrated securities represented approximately 80% of the Fund's
investment portfolio at the end of the period.
Issuers of certain securities owned by the Fund may have obtained insurance
guaranteeing their timely payment of principal at maturity and interest. The
insurance reduces credit risk but not market risk of the security.

B. REPURCHASE AGREEMENTS-A repurchase agreement is a short-term investment in
which a Fund acquires ownership of a debt security and the seller agrees to
repurchase the security at a future time and specified price. The Fund may
invest independently in repurchase agreements, or transfer uninvested cash
balances into a pooled cash account along with other investment companies
advised by Van Kampen American Capital Asset Management, Inc. ("The Adviser"),
the daily aggregate of which is invested in repurchase agreements. Repurchase
agreements are collateralized by the underlying debt securities. The Fund will
make payment for such securities only upon physical delivery or evidence of
book entry transfer to the account of the custodian bank. The seller is
required to maintain the value of the underlying security at not less than the
repurchase proceeds due the Fund.

C. FUTURES CONTRACTS-Transactions in futures contracts are utilized in
strategies to manage the market risk of the Fund's investments. The purchase of
a futures contract increases the impact on net asset value of changes in the
market price of investments. There is also a risk that the market movement of
such instruments may not be in the direction forecasted.
Upon entering into futures contracts, the Fund maintains, in a segregated
account with its custodian, securities with a value equal to its obligation
under the futures contracts. A portion of these funds is held as collateral in
an account in the name of the broker, the Fund's agent in acquiring the futures
position. During the period the futures contract is open, changes in the value
of the contract ("variation margin") are recognized by marking the contract to
market on a daily basis. As unrealized gains or losses are incurred, variation
margin payments are received from or made to the broker. Upon the closing or
cash settlement of a contract, gains and losses are realized. The cost of
securities acquired through delivery under a contract is adjusted by the
unrealized gain or loss on the contract.

D. FEDERAL INCOME TAXES-No provision for federal income taxes is required
because the Fund has elected to be taxed as "regulated investment company"
under the Internal Revenue Code and intends to maintain this qualification by
annually distributing all of its taxable net investment income and taxable net
realized capital gains to its shareholders. It is anticipated that no
distributions of capital gains will be made until tax basis capital loss
carryforwards expire or are offset by net realized capital gains.
The net realized capital loss carryforwards of $30.9 million at November 30,
1995 may be utilized to offset future capital gains until expiration from 1996
through 2003. Approximately 21% of the capital loss carryforwards may expire in
1996. Additionally, approximately $280,000 of financial statement capital
losses are deferred for tax purposes to the 1996 fiscal year.

E. INVESTMENT TRANSACTIONS AND RELATED INVESTMENT INCOME-Investment
transactions are accounted for on the trade date. Realized gains and losses on
investments are determined on the basis of identified cost. Interest income is
accrued daily.

B-55
<PAGE> 113

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

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

F. DIVIDENDS AND DISTRIBUTIONS-The Fund declares dividends from net investment
income on each business day. The Fund intends to continue to invest principally
in tax-exempt obligations sufficient in amount to qualify it to pay "exempt-
interest dividends" as defined in the Internal Revenue Code.
The Fund distributes tax basis earnings in accordance with the minimum
distribution requirements of the Internal Revenue Code, which may differ from
generally accepted accounting principles. Such dividends or distributions may
exceed financial statement earnings.

G. DEBT DISCOUNT OR PREMIUM-The Fund accounts for discounts and premiums on the
same basis as is used for federal income tax reporting. Accordingly, original
issue discounts and all premiums are amortized over the life of the security.
Market discounts are recognized at the time of sale as realized gains for book
purposes and ordinary income for tax purposes.

H. WHEN-ISSUED SECURITIES-Delivery and payment for securities purchased on a
when-issued basis may take place up to 45 days after the date of the
transaction. The securities purchased are subject to market fluctuation during
this period. To meet the payment obligations, sufficient cash or liquid
securities equal to the amount that will be due are set aside with the
custodian.

NOTE 2--MANAGEMENT FEES AND OTHER TRANSACTIONS WITH AFFILIATES
The Adviser serves as the investment manager of the Fund. Management fees are
paid monthly, based on the aggregate average daily net assets of the Fund at an
annual rate of .60% of the first $300 million of the average daily net assets,
.55% of the next $300 million, and .50% of the amount in excess of $600
million. The Adviser has voluntarily agreed to waive all management fees in
excess of .5518% of the Fund's average daily net assets from October 1, 1995
through December 31, 1996.
Accounting services include the salaries and overhead expenses of the Fund's
Treasurer and the personnel operating under his direction. Charges are
allocated among investment companies advised by the Adviser. For the period
these charges included $15,590 as the Fund's share of the employee costs
attributable to the Fund's accounting officers. A portion of the accounting
services expense was paid to the Adviser in reimbursement of personnel,
facilities and equipment costs attributable to the provision of accounting
services. These services provided by the Adviser are at cost.
ACCESS Investor Services, Inc., an affiliate of the Adviser, serves as the
Fund's shareholder service agent. These services are provided at cost plus a
profit. For the period such fees aggregated $648,335.
The Fund was advised that Van Kampen American Capital Distributors, Inc. (the
"Distributor") and Advantage Capital Corporation (the "Retail Dealer"), both
affiliates of the Adviser, received $399,162 and $173,684, respectively, as
their portion of the commissions charged on sales of Fund shares during the
period.
Under the Distribution plans, each class of shares pays up to .25% per annum
of its average daily net assets to reimburse the Distributor for expenses and
service fees incurred. Class B and Class C shares pay an additional
distribution fee of up to .75% per annum of their average net assets to
reimburse the Distributor for its distribution expenses. Actual distribution
expenses incurred by the Distributor for Class B and Class C shares may exceed
the amounts reimbursed to the Distributor by the Fund. At the end of the
period, the unreimbursed expenses by the Distributor under the Class B and
Class C plans aggregated approximately $8.7 million and $161,000, respectively,
and may be carried forward and reimbursed through either the collection of the
contingent deferred sales charges from share redemptions or, subject to the
annual renewal of the plans, future Fund reimbursements of distribution fees.
Legal fees of $9,988 were for services rendered by O'Melveny & Myers, counsel
for the Fund. Lawrence J. Sheehan, of counsel to that firm, is a trustee of the
Fund.
Certain officers and trustees of the Fund are officers and trustees of the
Adviser, the Distributor, the Retail Dealer, and the shareholder service agent.

NOTE 3--INVESTMENT ACTIVITY
During the period, the cost of purchases and proceeds from sales of
investments, excluding short-term investments, were $313,084,052 and
$174,290,201, respectively.
For federal income tax purposes, the identified cost of investments owned at
the end of the period, was $733,359,754. Net unrealized appreciation of
investments aggregated $36,749,983, gross unrealized appreciation of
investments aggregated $41,055,004, and gross unrealized depreciation of
investments aggregated $4,305,021.

B-56
<PAGE> 114

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

- --------------------------------------------------------------------------------
During the period, the cost of purchases and proceeds from sales of
investments resulting from transactions between the Fund and other investment
companies advised by the Adviser were $100,000 and $3,000,000, respectively.
Such transactions were at current market prices on the dates of the transac-
tions for cash payment against prompt delivery, with no brokerage commissions.
The sales transactions did not result in a net realized gain or loss to the
Fund.

NOTE 4--TRUSTEE COMPENSATION
Fund Trustees who are not affiliated with the Adviser are compensated by the
Fund at the annual rate of $1,562 plus a fee of $45 per day for the Board and
Committee meetings attended. During the period, such fees aggregated $22,889.
The trustees may participate in a voluntary Deferred Compensation Plan (the
"Plan"). The Plan is not funded and obligations under the Plan will be paid
solely out of the Fund's general accounts. The Fund will not reserve or set
aside funds for the payment of obligations under the Plan, by any form of trust
or escrow. Each trustee covered by the Plan elects to be credited with an
earnings component on amounts deferred equal to the income earned by the Fund
on its short-term investments or equal to the total return of the Fund.

NOTE 5--CAPITAL
The Fund offers three classes of shares at their respective net asset values
per share, plus a sales charge which is imposed either at the time of purchase
(the Class A shares) or at the time of redemption on a contingent deferred
basis (the Class B and Class C shares). All classes of shares have the same
rights, except that Class B and Class C shares bear the cost of a higher
distribution services fee and certain other class specific expenses. Realized
and unrealized gains or losses, investment income and expenses (other than
class specific expenses) are allocated daily to each class of shares based upon
the relative proportion of net assets of each class. Class B and Class C shares
automatically convert to Class A shares six years and ten years after purchase,
respectively, subject to certain conditions.
The Fund has an unlimited number of shares of $.01 par value shares of
beneficial interest authorized. Transactions in shares of beneficial interest
were as follows:

<TABLE>
<CAPTION>
Year Ended November 30
----------------------
1995 1994
---------------------------------------------------------------------------
<S> <C> <C>
Shares sold
Class A.......................................... 11,754,020 9,122,951
Class B.......................................... 7,098,582 6,562,885
Class C.......................................... 1,551,140 1,487,816
---------- ----------
20,403,742 17,173,652
---------- ----------
Shares issued for distributions reinvested
Class A.......................................... 1,242,463 1,092,261
Class B.......................................... 481,085 342,025
Class C.......................................... 75,559 21,563
---------- ----------
1,799,107 1,455,849
---------- ----------
Shares redeemed
Class A.......................................... (6,209,642) (7,290,648)
Class B.......................................... (1,925,903) (999,142)
Class C.......................................... (303,107) (43,571)
---------- ----------
(8,438,652) (8,333,361)
---------- ----------
Increase in shares outstanding.................... 13,764,197 10,296,140
========== ==========
</TABLE>

NOTE 6--FUND REORGANIZATION
On July 21, 1995, the shareholders approved the reorganization of the Fund to a
Delaware Business Trust and the election of fourteen trustees. On July 31,
1995, the reorganization became effective.

B-57
<PAGE> 115

PART C. OTHER INFORMATION

ITEM 24. FINANCIAL STATEMENTS AND EXHIBITS.

(a) Financial Statements

Included in the Prospectus:
Financial Highlights
Included in the Statement of Additional Information:
Report of Independent Accountants
Financial Statements
Notes to Financial Statements

(b) Exhibits

<TABLE>
<S> <C>
1.1 -- First Amended and Restated Agreement and Declaration of Trust.
1.2 -- Certificate of Amendment.
1.3 -- Certificate of Designation.
2 -- Amended and Restated Bylaws.
3 -- Inapplicable.
4.1 -- Specimen Class A Share Certificate.
4.2 -- Specimen Class B Share Certificate.
4.3 -- Specimen Class C Share Certificate.
5.1 -- Investment Advisory Agreement.
5.2 -- Subadvisory Agreement.
6.1 -- Underwriting Agreement.
6.2 -- Form of Selling Group Agreement incorporated herein by reference
(Exhibit 6.2 to Form N-1A of Registrant, Registration No. 2-96030,
Post-Effective Amendment No. 9, filed on March 23, 1992.)
6.3 -- Form of Selling Agreement for banks and bank affiliated
broker/dealers incorporated herein by reference (Exhibit 6.3 to Form
N-1A of Registrant, Registration No. 2-96030, Post-Effective
Amendment No. 9, filed on March 23, 1992.)
7 -- Inapplicable.
8.1 -- Custodian Contract dated December 2, 1993 incorporated herein by
reference (Exhibit 8 to Form N-1A of Van Kampen American Capital
Global Managed Assets Fund, Registration No. 33-74024. Post-Effective
Amendment No. 2, filed on May 6, 1995).
8.2 -- Transfer Agency and Service Agreement.
9 -- Data Access Services Agreement dated December 2, 1993 incorporated
herein by reference (Exhibit 9.2 to Form N-1A of Van Kampen American
Capital Utilities Income Fund, Registration No. 33-68452,
Post-Effective Amendment No. 1, filed on May 19, 1994).
10 -- Inapplicable for this filing.
11.1 -- Consent of Independent Accountants.
11.2 -- Consent of Trustees incorporated herein by reference (Exhibit 11.2 to
Form N-1A of Registrant, Registration No. 2-96030, Post Effective
Amendment No. 16, filed on July 17, 1995).
12 -- Inapplicable.
13 -- Investment Letter incorporated herein by reference (Exhibit 13 to
Form N-1A of Registrant, Registration No. 2-96030, Pre-Effective
Amendment No. 4, filed on December 6, 1985).
14 -- Inapplicable.
15.1 -- Class A Shares Distribution Plan.
15.2 -- Class B Shares Distribution Plan.
15.3 -- Class C Shares Distribution Plan.
</TABLE>

C-1
<PAGE> 116

<TABLE>
<S> <C>
15.4 -- Form of Servicing Agreement incorporated herein by reference (Exhibit
15.4 to Form N-1A of Registrant, Registration No. 2-96030,
Post-Effective Amendment No. 16, filed on July 17, 1995).
15.5 -- Form of Servicing Agreement for banks and bank affiliated
broker/dealers incorporated herein by reference (Exhibit 15.5 to Form
N-1A of Registrant, Registration No. 2-96030, Post-Effective
Amendment No. 16, filed on July 17, 1995).
16 -- Computation Measure for Performance Information.
17.1 -- List of Certain Investment Companies in response to Item 29(a).
17.2 -- List of Officers and Directors of Van Kampen American Capital
Distributors, Inc. in response to Item 29(b).
18 -- Multiple Class Plan.
19 -- Powers of Attorney incorporated herein by reference (Exhibit 19 to
Form N-1A of Registrant, Registration No. 2-96030, Post-Effective
Amendment No. 16, filed on July 17, 1995).
27 -- Financial Data Schedules.
</TABLE>

ITEM 25. PERSONS CONTROLLED BY OR UNDER COMMON CONTROL WITH REGISTRANT.

None.

ITEM 26. NUMBER OF HOLDERS OF SECURITIES.

AS OF MARCH 22, 1996

<TABLE>
<CAPTION>
NUMBER OF RECORD HOLDERS
---------------------------------
TITLE OF CLASS CLASS A CLASS B CLASS C
----------------------------------------------- ------- ------- -------
<S> <C> <C> <C>
Shares of Beneficial Interest, $0.01 par value 16,149 8,900 1,101
</TABLE>

ITEM 27. INDEMNIFICATION.

Reference is made to Article 8, Section 8.4 of the Registrant's Agreement
and Declaration of Trust.

Article 8; Section 8.4 of the Agreement and Declaration of Trust provides
that each officer and trustee of the Registrant shall be indemnified by the
Registrant against all liabilities incurred in connection with the defense or
disposition of any action, suit or other proceeding, whether civil or criminal,
in which the officer or trustee may be or may have been involved by reason of
being or having been an officer or trustee, except that such indemnity shall not
protect any such person against a liability to the Registrant or any shareholder
thereof to which such person would otherwise be subject by reason of willful
misfeasance, bad faith, gross negligence or reckless disregard of the duties
involved in the conduct of his or her office. Absent a court determination that
an officer or trustee seeking indemnification was not liable on the merits or
guilty of willful misfeasance, bad faith, gross negligence or reckless disregard
of the duties involved in the conduct of his or her office, the decision by the
Registrant to indemnify such person must be based upon the reasonable
determination of independent counsel or non-party independent trustees, after
review of the facts, that such officer or trustee is not guilty of willful
misfeasance, bad faith, gross negligence or reckless disregard of the duties
involved in the conduct of his or her office.

The Registrant has purchased insurance on behalf of its officers and
trustees protecting such persons from liability arising from their activities as
officers or trustees of the Registrant. The insurance does not protect or
purport to protect such persons from liability to the Registrant or to its
shareholders to which such officers or trustee would otherwise be subject by
reason of willful misfeasance, bad faith, gross negligence or reckless disregard
of the duties involved in the conduct of their office.

Conditional advancing of indemnification monies may be made if the trustee
or officer undertakes to repay the advance unless it is ultimately determined
that he or she is entitled to the indemnification and only if the following
conditions are met: (1) the trustee or officer provides a security for the
undertaking; (2) the Registrant is insured against losses arising from lawful
advances; or (3) a majority of a quorum of the Registrant's disinterested,
non-party trustees, or an independent legal counsel in a written opinion, shall

C-2
<PAGE> 117

determine, based upon a review of readily available facts, that a recipient of
the advance ultimately will be found entitled to indemnification.

Insofar as indemnification for liabilities arising under the Securities Act
of 1933 (the "Act") may be permitted to trustees, officers and controlling
persons of the Registrant pursuant to the foregoing provisions or otherwise, the
Registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Registrant of expenses
incurred or paid by the trustee, officer, or controlling person of the
Registrant in the successful defense of any action, suit or proceeding) is
asserted by such trustee, officer or controlling person in connection with the
shares being registered, the Registrant will, unless in the opinion of its
counsel the matter has been settled by controlling precedent, submit to a court
of appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Act and will be governed by the final
adjudication of such issue.

ITEM 28. BUSINESS AND OTHER CONNECTIONS OF INVESTMENT ADVISER.

See "Investment Advisory Services" in the Prospectus and "Trustees and
Officers" in the Statement of Additional Information for information regarding
the business of the Adviser. For information as to the business, profession,
vocation and employment of a substantial nature of directors and officers of the
Adviser, reference is made to the Adviser's current Form ADV (File No. 801-1669)
filed under the Investment Advisers Act of 1940, as amended, incorporated herein
by reference.

ITEM 29. PRINCIPAL UNDERWRITERS.

(a) The sole principal underwriter is Van Kampen American Capital
Distributors, Inc., which acts as principal underwriter for certain investment
companies and unit investment trusts set forth in Exhibit 17.1 incorporated by
reference herein.

(b) Van Kampen American Capital Distributors, Inc. is an affiliated person
of an affiliated person of Registrant and is the only principal underwriter for
Registrant. The name, principal business address and positions and offices with
Van Kampen American Capital Distributors, Inc. of each of the directors and
officers thereof are set forth in Exhibit 17.2. Except as disclosed under the
heading, "Trustees and Officers" in Part B of this Registration Statement, none
of such persons has any position or office with Registrant.

ITEM 30. LOCATION OF ACCOUNTS AND RECORDS.

All accounts, books and other documents required by Section 31(a) of the
Investment Company Act of 1940 and the Rules thereunder to be maintained (i) by
Registrant will be maintained at its offices, located at One Parkview Plaza,
Oakbrook Terrace, Illinois 60181, ACCESS Investor Services, Inc., 7501 Tiffany
Springs Parkway, Kansas City, Missouri 64153, or at the State Street Bank and
Trust Company, 1776 Heritage Drive, North Quincy, MA; (ii) by the Adviser, will
be maintained at its offices, located at One Parkview Plaza, Oakbrook Terrace,
Illinois 60181; and (iii) by the Distributor, the principal underwriter, will be
maintained at its offices located at One Parkview Plaza, Oakbrook Terrace,
Illinois 60181.

ITEM 31. MANAGEMENT SERVICES.

There are no management related services contracts not discussed in Part A.

ITEM 32. UNDERTAKINGS.

Registrant hereby undertakes to furnish to each person to whom a Prospectus
is delivered a copy of the Registrants's latest annual report to shareholders,
upon request and without charge.

C-3
<PAGE> 118

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933 and the
Investment Company Act of 1940, the Registrant, Van Kampen American Capital
Tax-Exempt Trust, certifies that it meets all of the requirements for
effectiveness of this Amendment to the Registration Statement pursuant to Rule
485(b) under the Securities Act of 1933 and has duly caused this Amendment to
the Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Oakbrook Terrace, and the State of
Illinois, on the 28th day of March, 1996.

VAN KAMPEN AMERICAN CAPITAL
TAX-EXEMPT TRUST

By: /s/ RONALD A. NYBERG

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

Ronald A. Nyberg, Vice President and
Secretary

Pursuant to the requirements of the Securities Act of 1933, this Amendment
to the Registration Statement has been signed by the following persons in the
capacities indicated on March 28, 1996:

<TABLE>
<CAPTION>
SIGNATURES TITLE
- --------------------------------------------- ----------------------------
<S><C>
Principal Executive Officer:
/s/ DON G. POWELL* President and Trustee
- ---------------------------------------------
Don G. Powell
Principal Financial Officer:
/s/ EDWARD C. WOOD III Vice President and Chief
- --------------------------------------------- Financial Officer
Edward C. Wood III
Trustees:
/s/ J. MILES BRANAGAN* Trustee
- ---------------------------------------------
J. Miles Branagan
Trustee
- ---------------------------------------------
Linda Hutton Heagy
/s/ ROGER HILSMAN* Trustee
- ---------------------------------------------
Roger Hilsman
/s/ R. CRAIG KENNEDY* Trustee
- ---------------------------------------------
R. Craig Kennedy
/s/ DENNIS J. MCDONNELL* Trustee
- ---------------------------------------------
Dennis J. McDonnell
/s/ DONALD C. MILLER* Trustee
- ---------------------------------------------
Donald C. Miller
/s/ JACK E. NELSON* Trustee
- ---------------------------------------------
Jack E. Nelson
/s/ JEROME L. ROBINSON* Trustee
- ---------------------------------------------
Jerome L. Robinson
/s/ FERNANDO SISTO* Trustee
- ---------------------------------------------
Fernando Sisto
/s/ WAYNE W. WHALEN* Trustee
- ---------------------------------------------
Wayne W. Whalen
/s/ WILLIAM S. WOODSIDE* Trustee
- ---------------------------------------------
William S. Woodside
- ------------
* Signed by Ronald A. Nyberg pursuant to a power of attorney.
/s/ RONALD A. NYBERG
- ---------------------------------------------
Ronald A. Nyberg
Attorney-in-Fact
</TABLE>

C-4
<PAGE> 119

VAN KAMPEN AMERICAN CAPITAL TAX-EXEMPT TRUST

INDEX TO EXHIBITS TO AMENDMENT NO. 17 TO FORM N-1A

AS SUBMITTED TO THE SECURITIES AND EXCHANGE COMMISSION

ON MARCH 29, 1996

<TABLE>
<CAPTION>
EXHIBIT
NO. DESCRIPTION OF EXHIBIT
------- ----------------------
<S> <C>
1.1 -- First Amended and Restated Agreement and Declaration of Trust.
1.2 -- Certificate of Amendment.
1.3 -- Certificate of Designation.
2 -- Form of Amended and Restated Bylaws.
4.1 -- Specimen Class A Share Certificate.
4.2 -- Specimen Class B Share Certificate.
4.3 -- Specimen Class C Share Certificate.
5.1 -- Investment Advisory Agreement.
5.2 -- Subadvisory Agreement.
6.1 -- Underwriting Agreement.
8.2 -- Transfer Agency and Service Agreement.
11.1 -- Consent of Independent Accountants.
15.1 -- Class A shares Distribution Plan.
15.2 -- Class B shares Distribution Plan.
15.3 -- Class C shares Distribution Plan.
16 -- Computation Measure for Performance Information.
17.1 -- List of Certain Investment Companies in Response to Item 29(a).
17.2 -- List of Officers and Directors of Van Kampen American Capital Distributors,
Inc. in Response to Item 29(b).
18 -- Multiple Class Plan.
27 -- Financial Data Schedules.
</TABLE>

<PAGE> 1
EXHIBIT 1.1

FIRST AMENDED AND RESTATED

AGREEMENT AND DECLARATION OF TRUST

VAN KAMPEN

AMERICAN CAPITAL

TAX-EXEMPT TRUST

Dated: June 21, 1995

<PAGE> 2

FIRST AMENDED AND RESTATED

AGREEMENT AND DECLARATION OF TRUST

Index

RECITALS ........................................................... 1

ARTICLE I THE TRUST ................................................. 2

SECTION 1.1 Name ...................................................... 2

SECTION 1.2. Location .................................................. 2

SECTION 1.3. Nature of Trust ........................................... 2

SECTION 1.4. Definitions ............................................... 2

SECTION 1.5. Real Property to be Converted into Personal Property ...... 5

ARTICLE 2 PURPOSE OF THE TRUST ...................................... 5

ARTICLE 3 POWERS OF THE TRUSTEES .................................... 6

SECTION 3.1. Powers in General ......................................... 6
(a) Investments ....................................................... 7
(b) Disposition of Assets ............................................. 7
(c) Ownership Powers .................................................. 7
(d) Form of Holding ................................................... 7
(e) Reorganization, etc. .............................................. 7
(f) Voting Trusts, etc. ............................................... 7
(g) Contracts, etc. ................................................... 8
(h) Guarantees, etc. .................................................. 8
(i) Partnerships, etc. ................................................ 8
(j) Insurance ......................................................... 8
(k) Pensions, etc. .................................................... 8
(I) Power of Collection and Litigation ................................ 8
(m) Issuance and Repurchase of Shares ................................. 9
(n) Offices ........................................................... 9
(o) Expenses .......................................................... 9
(p) Agents, etc. ...................................................... 9
(q) Accounts .......................................................... 9
(r) Valuation ......................................................... 9
(s) Indemnification ................................................... 9
(t) General ........................................................... 9

SECTION 3.2. Borrowings; Financings; Issuance of Securities ............ 10

i
<PAGE> 3
SECTION 3.3. Deposits ................................................... 10

SECTION 3.4. Allocations ................................................ 10

SECTION 3.5. Further Powers; Limitations ................................ 10

ARTICLE 4 TRUSTEES AND OFFICERS ...................................... 11

SECTION 4.1. Number, Designation, Election, Term, etc. .................. 11
(a) Initial Trustee .................................................... 11
(b) Number ............................................................. 11
(c) Election and Term .................................................. 11
(d) Resignation and Retirement ......................................... 12
(e) Removal ............................................................ 12
(f) Vacancies .......................................................... 12
(g) Acceptance of Trusts ............................................... 12
(h) Effect of Death, Resignation, etc. ................................. 12
(i) Conveyance ......................................................... 12
(j) No Accounting ...................................................... 13

SECTION 4.2. Trustees' Meetings; Participation by Telephone, etc. ....... 13

SECTION 4.3. Committees; Delegation ..................................... 13

SECTION 4.4. Officers ................................................... 13

SECTION 4.5. Compensation of Trustees and Officers ...................... 13

SECTION 4.6. Ownership of Shares and Securities of the Trust ............ 14

SECTION 4.7. Right of Trustees and Officers to Own Property or to Engage
in Business; Authority of Trustees to Permit Others to Do
Likewise ................................................... 14

SECTION 4.8. Reliance on Experts ........................................ 14

SECTION 4.9. Surety Bonds ............................................... 15

SECTION 4.10. Apparent Authority of Trustees and Officers ................ 15

SECTION 4.11. Other Relationships Not Prohibited ......................... 15

SECTION 4.12. Payment of Trust Expenses .................................. 15

SECTION 4.13. 0wnership of the Trust Property ............................ 16

ii
<PAGE> 4
SECTION 4.14. By-Laws .................................................... 16

ARTICLE 5 DELEGATION OF MANAGERIAL RESPONSIBILITIES .................. 16

SECTION 5.1. Appointment; Action by Less than All Trustees .............. 16

SECTION 5.2. Certain Contracts .......................................... 16
(a) Advisory ........................................................... 17
(b) Administration ..................................................... 17
(c) Underwriting ....................................................... 17
(d) Custodian .......................................................... 17
(e) Transfer and Dividend Disbursing Agent ............................. 18
(f) Shareholder Servicing .............................................. 18
(g) Accounting ......................................................... 18

Section 5.3. Distribution Arrangements .................................. 18

Section 5.4. Service Arrangements ....................................... 18

ARTICLE 6 SERIES AND SHARES .......................................... 18

SECTION 6.1. Description of Series and Shares ........................... 18
(a) General ............................................................ 18
(b) Establishment, etc. of Series; Authorization of Shares ............. 19
(c) Character of Separate Series and Shares Thereof .................... 19
(d) Consideration for Shares ........................................... 19
(e) Assets Belonging to Series ......................................... 20
(f) Liabilities of Series .............................................. 20
(g) Dividends .......................................................... 20
(h) Liquidation ........................................................ 21
(i) Voting ............................................................. 21
(j) Redemption by Shareholder .......................................... 21
(k) Redemption at the Option of the Trust .............................. 22
(I) Net Asset Value .................................................... 22
(m) Transfer ........................................................... 22
(n) Equality ........................................................... 23
(o) Rights of Fractional Shares ........................................ 23
(p) Conversion Rights .................................................. 23

SECTION 6.2. Ownership of Shares .......................................... 24

SECTION 6.3. Investments in the Trust ..................................... 24

SECTION 6.4. No Pre-emptive Rights ........................................ 24

iii
<PAGE> 5
SECTION 6.5. Status of Shares ........................................... 24

ARTICLE 7 SHAREHOLDERS' VOTING POWERS AND MEETINGS ................... 24

SECTION 7.1. Voting Powers .............................................. 24

SECTION 7.2. Number of Votes and Manner of Voting; Proxies .............. 25

SECTION 7.3. Meetings ................................................... 25

SECTION 7.4. Record Dates ............................................... 26

SECTION 7.5. Quorum and Required Vote ................................... 26

SECTION 7.6. Action by Written Consent .................................. 26

SECTION 7.7. Inspection of Records ...................................... 27

SECTION 7.8. Additional Provisions ...................................... 27

ARTICLE 8 LIMITATION OF LIABILITY; INDEMNIFICATION ................... 27

SECTION 8.1. Trustees, Shareholders, etc. Not Personally Liable; Notice.. 27

SECTION 8.2. Trustees' Good Faith Action; Expert Advice; No Bond
or Surety ................................................. 27

SECTION 8.3. Indemnification of Shareholders ............................ 28

SECTION 8.4. Indemnification of Trustees, Officers, etc. ................ 28

SECTION 8.5. Compromise Payment ......................................... 29

SECTION 8.6. Indemnification Not Exclusive, etc. ........................ 29

SECTION 8.7. Liability of Third Persons Dealing with Trustees ........... 29

ARTICLE 9 DURATION; REORGANIZATION; INCORPORATION; AMENDMENTS ........ 30

SECTION 9.1. Duration of Trust .......................................... 30

SECTION 9.2. Termination of Trust ....................................... 30

SECTION 9.3. Reorganization ............................................. 30

SECTION 9.4. Incorporation ............................................. 31

iv
<PAGE> 6
SECTION 9.5. Amendments; etc. ............................................. 31

SECTION 9.6. Filing of Copies of Declaration and Amendments ............... 31

ARTICLE 10 MISCELLANEOUS ................................................ 32

SECTION 10.1. Notices ...................................................... 32

SECTION 10.2. Governing Law ................................................ 32

SECTION 10.3. Counterparts ................................................ 32

SECTION 10.4. Reliance by Third Parties .................................... 32

SECTION 10.5. References; Headings ......................................... 32

SECTION 10.6. Provisions in Conflict With Law or Regulation ................ 32

SECTION 10.7. Use of the Name "Van Kampen American Capital" ................ 33

Signature ................................................................. 34

Acknowledgments ........................................................... 35

v
<PAGE> 7

AGREEMENT AND DECLARATION OF TRUST

VAN KAMPEN AMERICAN CAPITAL TAX-EXEMPT TRUST

As amended and restated as of June 21, 1995

This CONSENT TO AMENDMENT AND RESTATEMENT, made as of this 21st day of
June, 1995, by the Trustees whose signatures are set forth below:

W I T N E S S E T H T H A T:

WHEREAS, the AGREEMENT AND DECLARATION OF TRUST of Van Kampen American
Capital Tax-Exempt Trust, a trust organized as a business trust under Delaware
law (the "Trust"), was signed and delivered on May 10, 1995, by Van Kampen
American Capital, Inc. as Settlor (the "Settlor"), and Ronald A. Nyberg as
trustee (the "Initial Trustee"), in the city of Oakbrook Terrace, Illinois; and

WHEREAS, a Certificate of Trust relating to the Trust was thereafter
filed in the offices of the Secretary of State of the State of Delaware; and

WHEREAS, Article IX, Sections 9.5 and 9.6 of the Declaration provide
certain procedures for the amendment and restatement thereof; and

WHEREAS, the Trustees have determined that it is desirable and in the
best interests of the Trust and the Shareholders that the Declaration be
amended and restated as herein provided.

NOW, THEREFORE, the undersigned, being at least a Majority of the
Trustees, do hereby consent, pursuant to Section 9.5 of the Declaration, to the
first amendment and restatement of the Agreement and Declaration of Trust, and
hereby declare, for the benefit of all Persons who shall hereafter become
holders of Shares of the Trust (or of any Series thereof), that the Trustees
will hold the sum delivered to the Initial Trustee upon his execution of the
Declaration, and all other and further cash, securities and other property of
every type and description which they may in any way acquire in their capacity
as such Trustees, together with the income therefrom and the proceeds thereof,
IN TRUST NEVERTHELESS, to manage and dispose of the same for the benefit of the
holders from time to time of the Shares being issued and to be issued hereunder
and in the manner and subject to the provisions hereof, to wit:

1
<PAGE> 8
ARTICLE I

THE TRUST

SECTION 1.1 Name. The name of the Trust shall be

"VAN KAMPEN AMERICAN CAPITAL TAX-EXEMPT TRUST"

and so far as may be practicable, the Trustees shall conduct the
Trust's activities, execute all documents and sue or be sued under that name,
which name (and the word "Trust" wherever used in this Agreement and
Declaration of Trust, except where the context otherwise requires) shall refer
to the Trustees in their capacity as Trustees, and not individually or
personally, and shall not refer to the officers, agents or employees of the
Trust or of such Trustees, or to the holders of the Shares of the Trust or any
Series. If the Trustees determine that the use of such name is not practicable,
legal or convenient at any time or in any jurisdiction, or if the Trust is
required to discontinue the use of such name pursuant to Section 10.7 hereof,
then subject to that Section, the Trustees may use such other designation, or
they may adopt such other name for the Trust as they deem proper, and the Trust
may hold property and conduct its activities under such designation or name.

SECTION 1.2. Location. The Trust shall maintain a registered office in
the State of Delaware and may have such other offices or places of business as
the Trustees may from time to time determine to be necessary or expedient.

SECTION 1.3. Nature of Trust. The Trust shall be a trust with
transferable shares under the laws of The State of Delaware, of the type
defined in Title 12, Chapter 38, Section 3801 of the Delaware Code as a
business trust. The Trust is not intended to be, shall not be deemed to be, and
shall not be treated as, a general partnership, limited partnership, joint
venture, corporation or joint stock company. The Shareholders shall be
beneficiaries and their relationship to the Trustees shall be solely in that
capacity in accordance with the rights conferred upon them hereunder.

SECTION 1.4. Definitions. As used in this Agreement and Declaration of
Trust, the following terms shall have the meanings set forth below unless the
context thereof otherwise requires:

"Accounting Agent" shall have the meaning designated in Section 5.2(g)
hereof.

"Administrator" shall have the meaning designated in Section 5.2(b)
hereof.

"Affiliated Person" shall have the meaning assigned to it in the 1940
Act.

"By-Laws" shall mean the By-Laws of the Trust, as amended from time to
time.

"Certificate of Designation" shall have the meaning designated in
Section 6.1 hereof.

"Certificate of Termination" shall have the meaning designated in
Section 6.1 hereof.

"Class" or "Classes" shall mean, with respect to the Trust (of any
Series thereof), any unissued Shares of the Trust (or such Series) in respect
of which the Trustees shall from time to time fix and determine any special
provisions relating to sales charges, any rights of redemption and the price,
terms and manner of redemption, special and relative rights as to dividends and
other distributions and on

2
<PAGE> 9
liquidation, sinking or purchase fund provisions, conversion rights,
and conditions under which the Shareholders of such Class shall have separate
voting rights or no voting rights.

"Commission" shall have the same meaning as in the 1940 Act.

"Contracting Party" shall have the meaning designated in the preamble
to Section 5.2 hereof.

"Conversion Date" shall mean with respect to Shares of any Class that
are convertible automatically into Shares of any other Class of the Trust (or
Series thereof) the date fixed by the Trustees for such conversion.

"Covered Person" shall have the meaning designated in Section 8.4
hereof.

"Custodian" shall have the meaning designated in Section 5.2(d) hereof.

"Declaration" and "Declaration of Trust" shall mean this Agreement and
Declaration of Trust and all amendments or modifications thereof as from time
to time in effect. This Agreement and Declaration of Trust is the "governing
instrument" of the Trust within the meaning of the laws of the State of
Delaware with respect to Delaware Business Trusts. References in this
Agreement and Declaration of Trust to "hereof", "herein" and "hereunder" shall
be deemed to refer to the Declaration of Trust generally, and shall not be
limited to the particular text, Article or Section in which such words appear.

"Disabling Conduct" shall have the meaning designated in Section 8.4
hereof.

"Distributor" shall have the meaning designated in Section 5.2(c)
hereof.

"Dividend Disbursing Agent" shall have the meaning designated in
Section 5.2(e) hereof.

"General Items" shall have the meaning defined in Section 6.2(a)
hereof.

"Initial Trustee" shall have the meaning defined in the preamble
hereto.

"Investment Advisor" shall have the meaning defined in Section 5.2(a)
hereof.

"Majority of the Trustees" shall mean a majority of the Trustees in
office at the time in question. At any time at which there shall be only one
(1) Trustee in office, such term shall mean such Trustee.

"Majority Shareholder Vote," as used with respect to (a) the election
of any Trustee at a meeting of Shareholders, shall mean the vote for the
election of such Trustee of a plurality of all outstanding Shares of the Trust,
without regard to Series, represented in person or by proxy and entitled to
vote thereon, provided that a quorum (as determined in accordance with the
By-Laws) is present, (b) any other action required or permitted to be taken by
Shareholders, shall mean the vote for such action of the holders of that
majority of all outstanding Shares (or, where a separate vote of Shares of any
particular Series is to be taken, the affirmative vote of that majority of the
outstanding Shares of that Series) of the Trust which consists of: (i) a
majority of all Shares (or of Shares of the particular Series) represented in
person or by proxy and entitled to vote on such action at the meeting of
Shareholders at which such action is to be taken, provided that a quorum (as
determined in accordance with the By-Laws) is present; or (ii) if such action
is to be taken by written consent of Shareholders, a majority of all Shares (or
of Shares of the particular Series) issued and outstanding and entitled to vote
on such action; provided that (iii) as used

3
<PAGE> 10
with respect to any action requiring the affirmative vote of "a
majority of the outstanding voting securities," as the quoted phrase is defined
in the 1940 Act, of the Trust or of any Series, "Majority Shareholder Vote"
means the vote for such action at a meeting of Shareholders of the smallest
majority of all outstanding Shares of the Trust (or of Shares of the particular
Series) entitled to vote on such action which satisfies such 1940 Act voting
requirement.

"1940 Act" shall mean the provisions of the Investment Company Act of
1940 and the rules and regulations thereunder, both as amended from time to
time, and any order or orders thereunder which may from time to time be
applicable to the Trust.

"Person" shall mean and include individuals, as well as corporations,
limited partnerships, general partnerships, joint stock companies, joint
ventures, associations, banks, trust companies, land trusts, business trusts or
other organizations established under the laws of any jurisdiction, whether or
not considered to be legal entities, and governments and agencies and political
subdivisions thereof.

"Principal Underwriter" shall have the meaning designated in Section
5.2(c) hereof.

"Prospectus," as used with respect to the Trust (or the Shares of a
particular Series), shall mean the prospectus relating to the Trust (or such
Series) which constitutes part of the currently effective Registration
Statement of the Trust under the Securities Act of 1933, as such prospectus may
be amended or supplemented from time to time.

"Securities" shall have the same meaning ascribed to that term in the
Securities Act of 1993.

"Series" shall mean one or more of the series of Shares authorized by
the Trustees to represent the beneficial interest in one or more separate
components of the assets of the Trust which are now or hereafter established
and designated under or in accordance with the provisions of Article 6 hereof.

"Settlor" shall have the meaning defined in the preamble hereto.

"Shareholder" shall mean as of any particular time any Person shown of
record at such time on the books of the Trust as a holder of outstanding Shares
of any Series, and shall include a pledgee into whose name any such Shares are
transferred in pledge.

"Shareholder Servicing Agent" shall have the meaning designated in
Section 5.2(f) hereof.

"Shares" shall mean the transferable units into which the beneficial
interest in the Trust and each Series of the Trust (as the context may require)
shall be divided from time to time, and includes fractions of Shares as well as
whole Shares. All references herein to "Shares" which are not accompanied by a
reference to any particular Series or Class shall be deemed to apply to
outstanding Shares without regard to Series or Class.

"Single Class Voting," as used with respect to any matter to be acted
upon at a meeting or by written consent of Shareholders, shall mean a style of
voting in which each holder of one or more Shares shall be entitled to one vote
on the matter in question for each Share standing in his name on the records of
the Trust, irrespective of Series or Class of a Series, and all outstanding
Shares of all Series vote as a single class.

4
<PAGE> 11
"Statement of Additional Information," as used with respect to the
Trust (or any Series), shall mean the statement of additional information
relating to the Trust (or such Series) which constitutes part of the currently
effective Registration Statement of the Trust under the Securities Act of 1933,
as such statement of additional information may be amended or supplemented from
time to time.

"Transfer Agent" shall have the meaning defined in Section 5.2(e)
hereof.

"Trust" shall mean the trust named in Section 1.1 hereof.

"Trust Property" shall mean, as of any particular time, any and all
property which shall have been transferred, conveyed or paid to the Trust or
the Trustees, and all interest, dividends, income, earnings, profits and gains
therefrom, and proceeds thereof, including any proceeds derived from the sale,
exchange or liquidation thereof, and any funds or payments derived from any
reinvestment of such proceeds in whatever form the same may be, and which at
such time is owned or held by, or for the account of, the Trust or the
Trustees, without regard to the Series to which such property is allocated.

"Trustees" shall mean, collectively, the Initial Trustee, so long as he
shall continue in office, and all other individuals who at the time in question
have been duly elected or appointed as Trustees of the Trust in accordance with
the provisions hereof and who have qualified and are then in office. At any
time at which there shall be only one (I) Trustee in office, such term shall
mean such single Trustee.

SECTION 1.5. Real Property to be Converted into Personal Property.
Notwithstanding any other provision hereof, any real property at any time
forming part of the Trust Property shall be held in trust for sale and
conversion into personal property at such time or times and in such manner and
upon such terms as the Trustees shall approve, but the Trustees shall have
power until the termination of this Trust to postpone such conversion as long
as they in their uncontrolled discretion shall think fit, and for the purpose
of determining the nature of the interest of the Shareholders therein, all such
real property shall at all times be considered as personal property.

ARTICLE 2

PURPOSE OF THE TRUST

The purpose of the Trust shall be to (a) manage, conduct, operate and
carry on the business of an investment company; (b) subscribe for, invest in,
reinvest in, purchase or otherwise acquire, hold, pledge, sell, assign,
transfer, exchange, distribute or otherwise deal in or dispose of any and all
sorts of property, tangible or intangible, including but not limited to
Securities of any type whatsoever, whether equity or nonequity, of any issuer,
evidences of indebtedness of any person and any other rights, interest,
instruments or property of any sort to exercise any and all rights, powers and
privileges of ownership or interest in respect of any and all such investment
of every kind and description, including without limitation, the right to
consent and otherwise act with respect thereto, with power to designate one or
more Persons to exercise any of said rights, powers and privileges in respect
of any of said investments. The Trustees shall not be limited by any law
limiting the investments which may be made by fiduciaries.

5
<PAGE> 12
ARTICLE 3

POWERS OF THE TRUSTEES

SECTION 3.1. Powers in General. The Trustees shall have, without other
or further authorization, full, entire, exclusive and absolute power, control
and authority over, and management of, the business of the Trust and over the
Trust Property, to the same extent as if the Trustees were the sole owners of
the business and property of the Trust in their own right, and with such powers
of delegation as may be permitted by this Declaration, subject only to such
limitations as may be expressly imposed by this Declaration of Trust or by
applicable law. The enumeration of any specific power or authority herein shall
not be construed as limiting the aforesaid power or authority or any specific
power or authority. Without limiting the foregoing; they may select, and from
time to time change, the fiscal year of the Trust; they may adopt and use a
seal for the Trust, provided that unless otherwise required by the Trustees, it
shall not be necessary to place the seal upon, and its absence shall not impair
the validity of, any document, instrument or other paper executed and delivered
by or on behalf of the Trust; they may from time to time in accordance with the
provisions of Section 6.1 hereof establish one or more Series to which they may
allocate such of the Trust Property, subject to such liabilities, as they shall
deem appropriate, each such Series to be operated by the Trustees as a separate
and distinct investment medium and with separately defined investment
objectives and policies and distinct investment purposes, all as established by
the Trustees, or from time to time changed by them; they may as they consider
appropriate elect and remove officers and appoint and terminate agents and
consultants and hire and terminate employees, any one or more of the foregoing
of whom may be a Trustee; they may appoint from their own number, and
terminate, any one or more committees consisting of one or more Trustees,
including without implied limitation an Executive Committee, which may, when
the Trustees are not in session and subject to the 1940 Act, exercise some or
all of the power and authority of the Trustees as the Trustees may determine;
in accordance with Section 5.2 they may employ one or more Investment Advisers,
Administrators and Custodians and may authorize any such service provider to
employ one or more other or service providers and to deposit all or any part of
such assets in a system or systems for the central handling of Securities,
retain Transfer, Dividend Disbursing, Accounting or Shareholder Servicing
Agents or any of the foregoing, provide for the distribution of Shares by the
Trust through one or more Distributors, Principal Underwriters or otherwise,
set record dates or times for the determination of Shareholders entitled to
participate in, benefit from or act with respect to various matters; and in
general they may delegate to any officer of the Trust, to any Committee of the
Trustees and to any employee, Investment Adviser, Administrator, Distributor,
Custodian, Transfer Agent, Dividend Disbursing Agent, or any other agent or
consultant of the Trust, such authority, powers, functions and duties as they
consider desirable or appropriate for the conduct of the business and affairs
of the Trust, including without implied limitation the power and authority to
act in the name of the Trust and of the Trustees, to sign documents and to act
as attorney-in-fact for the Trustees. Without limiting the foregoing and to the
extent not inconsistent with the 1940 Act or other applicable law, the Trustees
shall have power and authority:

(a) Investments. To subscribe for, invest in, reinvest in, purchase or
otherwise acquire, hold, pledge, sell, assign, transfer, exchange, distribute
or otherwise deal in or dispose of any and all sorts of property, tangible or
intangible, including but not limited to Securities of any type whatsoever,
whether equity or nonequity, of any issuer, evidences of indebtedness of any
person and any other rights, interest, instruments or property of any sort, to
exercise any and all rights, powers and privileges of ownership or

<PAGE> 13
interest in respect of any and all such investments of every kind and
description, including without limitation the right to consent and otherwise
act with respect thereto, with power to designate one or more Persons to
exercise any of said rights, powers and privileges in respect of any of said
investments, in every case without being limited by any law limiting the
investments which may be made by fiduciaries;

(b) Disposition of Assets. Upon such terms and conditions as they deem
best, to lend, sell, exchange, mortgage, pledge, hypothecate, grant security
interests in, encumber, negotiate, convey, transfer or otherwise dispose of,
and to trade in, any and all of the Trust Property, free and clear of all
trusts, for cash or on terms, with or without advertisement, and on such terms
as to payment, security or otherwise, all as they shall deem necessary or
expedient;

(c) Ownership Powers. To vote or give assent, or exercise any and all
other rights, powers and privileges of ownership with respect to, and to
perform any and all duties and obligations as owners of, any Securities or
other property forming part of the Trust Property, the same as any individual
might do; to exercise powers and rights of subscription or otherwise which in
any manner arise out of ownership of Securities, and to receive powers of
attorney from, and to execute and deliver proxies or powers of attorney to,
such Person or Persons as the Trustees shall deem proper, receiving from or
granting to such Person or Persons such power and discretion with relation to
Securities or other property of the Trust, all as the Trustees shall deem
proper;

(d) Form of Holding. To hold any Security or other property in a form
not indicating any trust, whether in bearer, unregistered or other negotiable
form, or in the name of the Trustees or of the Trust, or of the Series to which
such Securities or property belong, or in the name of a Custodian, subcustodian
or other nominee or nominees, or otherwise, upon such terms, in such manner or
with such powers, as the Trustees may determine, and with or without indicating
any trust or the interest of the Trustees therein;

(e) Reorganizations etc. To consent to or participate in any plan for
the reorganization, consolidation or merger of any corporation or issuer, any
Security of which is or was held in the Trust or any Series; to consent to any
contract, lease, mortgage, purchase or sale of property by such corporation or
issuer, and to pay calls or subscriptions with respect to any Security forming
part of the Trust Property;

(f) Voting Trusts, etc. To join with other holders of any Securities in
acting through a committee, depository, voting trustee or otherwise, and in
that connection to deposit any Security with, or transfer any Security to, any
such committee, depository or trustee, and to delegate to them such power and
authority with relation to any Security (whether or not so deposited or
transferred) as the Trustees shall deem proper, and to agree to pay, and to
pay, such portion of the expenses and compensation of such committee,
depository or trustee as the Trustees shall deem proper;

(g) Contracts. etc. To enter into, make and perform all such
obligations, contracts, agreements and undertakings of every kind and
description, with any Person or Persons, as the Trustees shall in their
discretion deem expedient in the conduct of the business of the Trust, for such
terms as they shall see fit, whether or not extending beyond the term of office
of the Trustees, or beyond the possible expiration of the Trust; to amend,
extend, release or cancel any such obligations, contracts, agreements or
understandings; and to execute, acknowledge, deliver and record all written
instruments which they may deem necessary or expedient in the exercise of their
powers;

(h) Guarantees. etc. To endorse or guarantee the payment of any notes
or other obligations of any Person; to make contracts of guaranty or
suretyship, or otherwise assume liability for payment thereof;

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and to mortgage and pledge the Trust Property or any part thereof to secure any
of or all such obligations;

(i) Partnerships, etc. To enter into joint ventures, general or limited
partnerships and any other combinations or association;

(j) Insurance. To purchase and pay for entirely out of Trust Property
such insurance as they may deem necessary or appropriate for the conduct of the
business, including, without limitation, insurance policies insuring the assets
of the Trust and payment of distributions and principal on its portfolio
investments, and insurance policies insuring the Shareholders, Trustees,
officers, employees, agents, consultants, Investment Advisers, managers,
Administrators, Distributors, Principal Underwriters, or other independent
contractors, or any thereof (or any Person connected therewith), of the Trust,
individually, against all claims and liabilities of every nature arising by
reason of holding, being or having held any such office or position, or by
reason of any action alleged to have been taken or omitted by any such Person
in any such capacity, whether or not the Trust would have the power to
indemnify such Person against such liability;

(k) Pensions, etc. To pay pensions for faithful service, as deemed
appropriate by the Trustees, and to adopt, establish and carry out pension,
profit sharing, share bonus, share purchase, savings, thrift, deferred
compensation and other retirement, incentive and benefit plans, trusts and
provisions, including the purchasing of life insurance and annuity contracts as
a means of providing such retirement and other benefits, for any or all of the
Trustees, officers, employees and agents of the Trust;

(I) Power of Collection and Litigation. To collect, sue for and receive
all sums of money coming due to the Trust, to employ counsel, and to commence,
engage in, prosecute, intervene in, join, defend, compound, compromise, adjust
or abandon, in the name of the Trust, any and all actions, suits, proceedings,
disputes, claims, controversies, demands or other litigation or legal
proceedings relating to the Trust, the business of the Trust, the Trust
Property, or the Trustees, officers, employees, agents and other independent
contractors of the Trust, in their capacity as such, at law or in equity, or
before any other bodies or tribunals, and to compromise, arbitrate or otherwise
adjust any dispute to which the Trust may be a party, whether or not any suit
is commenced or any claim shall have been made or asserted. Except to the
extent required for a Delaware Business Trust, the Shareholders shall have no
power to vote as to whether or not a court action, legal 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.

(m) Issuance and Repurchase of Shares. To authorize, issue, sell,
repurchase, redeem, retire, cancel, acquire, hold, resell, reissue, dispose of,
transfer, and otherwise deal in Shares of any Series, and, subject to Article 6
hereof, to apply to any such repurchase, redemption, retirement, cancellation
or acquisition of Shares of any Series, any of the assets belonging to the
Series to which such Shares relate, whether constituting capital or surplus or
otherwise, to the full extent now or hereafter permitted by applicable law;
provided that any Shares belonging to the Trust shall not be voted, directly or
indirectly;

(n) Offices. To have one or more offices, and to carry on all or any of
the operations and business of the Trust, in any of the States, Districts or
Territories of the United States, and in any and all foreign countries, subject
to the laws of such State, District, Territory or country;

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(o) Expenses. To incur and pay any and all such expenses and charges as
they may deem advisable (including without limitation appropriate fees to
themselves as Trustees), and to pay all such sums of money for which they may
be held liable by way of damages, penalty, fine or otherwise;

(p) Agents, etc. To retain and employ any and all such servants,
agents, employees, attorneys, brokers, Investment Advisers, accountants,
architects, engineers, builders, escrow agents, depositories, consultants,
ancillary trustees, custodians, agents for collection, insurers, banks and
officers, as they think best for the business of the Trust or any Series, to
supervise and direct the acts of any of the same, and to fix and pay their
compensation and define their duties;

(q) Accounts. To determine, and from time to time change, the method or
form in which the accounts of the Trust or any Series shall be kept;

(r) Valuation. Subject to the requirements of the 1940 Act, to
determine from time to time the value of all or any part of the Trust Property
and of any services, Securities, property or other consideration to be
furnished to or acquired by the Trust, and from time to time to revalue all or
any part of the Trust Property in accordance with such appraisals or other
information as is, in the Trustees' sole judgment, necessary and satisfactory;

(s) Indemnification. In addition to the mandatory indemnification
provided for in Article 8 hereof and to the extent permitted by law, to
indemnify or enter into agreements with respect to indemnification with any
Person with whom this Trust has dealings, including, without limitation, any
independent contractor, to such extent as the Trustees shall determine; and

(t) General. Subject to the fundamental policies in effect from time to
time with respect to the Trust, to do all such other acts and things and to
conduct, operate, carry on and engage in such other lawful businesses or
business activities as they shall in their sole and absolute discretion
consider to be incidental to the business of the Trust or any Series as an
investment company, and to exercise all powers which they shall in their
discretion consider necessary, useful or appropriate to carry on the business
of the Trust or any Series, to promote any of the purposes for which the Trust
is formed, whether or not such things are specifically mentioned herein, in
order to protect or promote the interests of the Trust or any Series, or
otherwise to carry out the provisions of this Declaration.

SECTION 3.2. Borrowings; Financings: Issuance of Securities. The
Trustees have power, subject to the fundamental policies in effect from time to
time with respect to the Trust, to borrow or in any other manner raise such sum
or sums of money, and to incur such other indebtedness for goods or services,
or for or in connection with the purchase or other acquisition of property, as
they shall deem advisable for the purposes of the Trust, in any manner and on
any terms, and to evidence the same by negotiable or nonnegotiable Securities
which may mature at any time or times, even beyond the possible date of
termination of the Trust; to issue Securities of any type for such cash,
property, services or other considerations, and at such time or times and upon
such terms, as they may deem advisable; and to reacquire any such Securities.
Any such Securities of the Trust may, at the discretion of the Trustees, be
made convertible into Shares of any Series, or may evidence the right to
purchase, subscribe for or otherwise acquire Shares of any Series, at such
times and on such terms as the Trustees may prescribe.

SECTION 3.3. Deposits. Subject to the requirements of the 1940 Act, the
Trustees shall have power to deposit any moneys or Securities included in the
Trust Property with any one or more banks, trust companies or other banking
institutions, whether or not such deposits will draw interest. Such deposits

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are to be subject to withdrawal in such manner as the Trustees may
determine, and the Trustees shall have no responsibility for any loss which may
occur by reason of the failure of the bank, trust company or other banking
institution with which any such moneys or Securities have been deposited,
except as provided in Section 8.2 hereof.

SECTION 3.4. Allocations. The Trustees shall have power to determine
whether moneys or other assets received by the Trust shall be charged or
credited to income or capital, or allocated between income and capital,
including the power to amortize or fail to amortize any part or all of any
premium or discount, to treat any part or all of the profit resulting from the
maturity or sale of any asset, whether purchased at a premium or at a discount,
as income or capital, or to apportion the same between income and capital, to
apportion the sale price of any asset between income and capital, and to
determine in what manner any expenses or disbursements are to be borne as
between income and capital, whether or not in the absence of the power and
authority conferred by this Section 3.4 such assets would be regarded as income
or as capital or such expense or disbursement would be charged to income or to
capital; to treat any dividend or other distribution on any investment as
income or capital, or to apportion the same between income and capital; to
provide or fail to provide reserves, including reserves for depreciation,
amortization or obsolescence in respect of any Trust Property in such amounts
and by such methods as they shall determine; to allocate less than all of the
consideration paid for Shares of any Series to surplus with respect to the
Series to which such Shares relate and to allocate the balance thereof to
paid-in capital of that Series, and to reallocate such amounts from time to
time; all as the Trustees may reasonably deem proper.

SECTION 3.5. Further Powers: Limitations. The Trustees shall have power
to do all such other matters and things, and to execute all such instruments,
as they deem necessary, proper or desirable in order to carry out, promote or
advance the interests of the Trust, although such matters or 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 this Declaration of Trust, the presumption shall
be in favor of a grant of power to the Trustees. The Trustees shall not be
required to obtain any court order to deal with the Trust Property. The
Trustees may limit their right to exercise any of their powers through express
restrictive provisions in the instruments evidencing or providing the terms for
any Securities of the Trust or in other contractual instruments adopted on
behalf of the Trust.

ARTICLE 4

TRUSTEES AND OFFICERS

SECTION 4.1. Number. Designation, Election. Term, etc.

(a) Initial Trustee. Upon his execution of this Agreement and
Declaration of Trust dated May 10, 1995 or a counterpart hereof or some other
writing in which he accepted such Trusteeship and agreed to the provisions
hereof, the individual whose signature is affixed thereto as Initial Trustee
became the Initial Trustee thereof.

(b) Number. The Trustees serving as such, whether named above or
hereafter becoming Trustees, may increase (to not more than fourteen (14)) or
decrease the number of Trustees to a number other than the number theretofore
determined by a written instrument signed by a Majority

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(or a supermajority if required by the By-Laws) of the Trustees). No
decrease in the number of Trustees shall have the effect of removing any
Trustee from office prior to the expiration of his term, but the number of
Trustees may be decreased in conjunction with the removal of a Trustee pursuant
to subsection (e) of this Section 4.1.

(c) Election and Term. The Trustees shall be elected by the
Shareholders of the Trust at the first meeting of Shareholders immediately
prior to the initial issuance of shares of the Trust in a public offering and
the term of office of any Trustees in office before such election shall
terminate at the time of such election. Subject to Section 16(a) of the 1940
Act and to the preceding sentence of this subsection (c) and to any
requirements specified in the By-Laws, the Trustees shall have the power to set
and alter the terms of office of the Trustees, and at any time to lengthen or
shorten their own terms or make their terms of unlimited duration, to elect
their own successors and, pursuant to subsection (f) of this Section 4.1, to
appoint Trustees to fill vacancies; provided that Trustees shall be elected by
a Majority Shareholder Vote at any such time or times as the Trustees shall
determine that such action is required under Section 16(a) of the 1940 Act or,
if not so required, that such action is advisable; and further provided that,
after the initial election of Trustees by the Shareholders, the term of office
of any incumbent Trustee shall continue until the termination of this Trust or
his earlier death, resignation, retirement, bankruptcy, adjudicated
incompetency or other incapacity or removal, or if not so terminated, until the
election of such Trustee's successor in office has become effective in
accordance with this subsection (c).

(d) Resignation and Retirement. Any Trustee may resign his trust or
retire as a Trustee, by a written instrument signed by him and delivered to the
other Trustees or to any officer of the Trust, and such resignation or
retirement shall take effect upon such delivery or upon such later date as is
specified in such instrument.

(e) Removal. Any Trustee may be removed: (i) with cause at any time by
written instrument, signed by at least two thirds (2/3) of the number of
Trustees prior to such removal, specifying the date upon which such removal
shall become effective; or (ii) by vote of Shareholders holding a majority of
the Shares of the Trust then outstanding, cast in person or by proxy at any
meeting called for the purpose; or (iii) by a written declaration signed by
Shareholders holding not less than a majority of the Shares of the Trust then
outstanding. Notwithstanding any other provisions set forth in this Declaration
of Trust, this Section 4.1(e) may not be amended (either directly or indirectly
through a reorganization) without the approval of (i) 80% of the Trustees then
in office or (ii) by vote of Shareholders holding a majority of the Shares of
the Trust then outstanding.

(f) Vacancies. Any vacancy or anticipated vacancy resulting from any
reason, including an increase in the number of Trustees, may (but need not
unless required by the 1940 Act) be filled by a Majority (or a supermajority if
required by the By-Laws) of the Trustees, subject to the provisions of Section
16(a) of the 1940 Act, through the appointment in writing of such other
individual as such remaining Trustees in their discretion shall determine;
provided that if there shall be no Trustees in office, such vacancy or
vacancies shall be filled by Majority Shareholders Vote. Any such appointment
or election shall be effective upon such individual's written acceptance of his
appointment as a Trustee and his agreement to be bound by the provisions of
this Declaration of Trust, except that any such appointment in anticipation of
a vacancy to occur by reason of retirement, resignation or increase in the
number of Trustees to be effective at a later date shall become effective only
at or after the effective date of said retirement, resignation or increase in
the number of Trustees.

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(g) Acceptance of Trusts. Whenever any conditions to the appointment or
election of any individual as a Trustee hereunder who was not, immediately
prior to such appointment or election, acting as a Trustee shall have been
satisfied, such individual shall become a Trustee and the Trust estate shall
vest in the new Trustee, together with the continuing Trustees, without any
further act or conveyance. Such new Trustee shall accept such appointment or
election in writing and agree in such writing to be bound by the provisions
hereof, but the execution of such writing shall not be requisite to the
effectiveness of the appointment or election of a new Trustee.

(h) Effect of Death. Resignation, etc. No vacancy, whether resulting
from the death, resignation, retirement, bankruptcy, adjudicated incompetency,
incapacity, or removal of any Trustee, an increase in the number of Trustees or
otherwise, shall operate to annul or terminate the Trust hereunder or to revoke
or terminate any existing agency or contract created or entered into pursuant
to the terms of this Declaration of Trust. Until such vacancy is filled as
provided in this Section 4.1, the Trustees in office (if any), regardless of
their number, shall have all the powers granted to the Trustees and shall
discharge all the duties imposed upon the Trustees by this Declaration. Upon
incapacity or death of any Trustee, his legal representative shall execute and
deliver on his behalf such documents as the remaining Trustees shall require in
order to effect the purpose of this Paragraph.

(i) Convevance. In the event of the resignation or removal of a
Trustee or his otherwise ceasing to be a Trustee, such former Trustee or his
legal representative shall, upon request of the continuing Trustees, execute
and deliver such documents as may be required for the purpose of consummating
or evidencing the conveyance to the Trust or the remaining Trustees of any
Trust Property held in such former Trustee's name, but the execution and
delivery of such documents shall not be requisite to the vesting of title to
the Trust Property in the remaining Trustees, as provided in subsection (g) of
this Section 4.1 and in Section 4.13 hereof.

(j) No Accounting. Except to the extent required by the 1940 Act or
under circumstances which would justify his removal for cause, no Person
ceasing to be a Trustee (nor the estate of any such Person) shall be required
to make an accounting to the Shareholders or remaining Trustees upon such
cessation.

SECTION 4.2. Trustees' Meetings: Participation by Telephone. etc.
Annual and special meetings may be held from time to time, in each case, upon
the call of such officers as may be thereunto authorized by the By-Laws or vote
of the Trustees, or by any three (3) Trustees, or pursuant to a vote of the
Trustees adopted at a duly constituted meeting of the Trustees, and upon such
notice as shall be provided in the By-Laws. Any such meeting may be held within
or without the state of Delaware. The Trustees may act with or without a
meeting, and a written consent to any matter, signed by all of the Trustees,
shall be equivalent to action duly taken at a meeting of the Trustees, duly
called and held. Except as otherwise provided by the 1940 Act or other
applicable law, or by this Declaration of Trust or 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, consisting of at least a Majority of the
Trustees, being present), within or without Delaware. If authorized by the
By-Laws, all or any one or more Trustees may participate in a meeting of the
Trustees or any Committee thereof by means of conference telephone or similar
means of communication by means of which all Persons participating in the
meeting can hear each other, and participation in a meeting pursuant to such
means of communication shall constitute presence in person at such meeting. The
minutes of any meeting thus held shall be prepared in the same manner as a
meeting at which all participants were present in person.

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SECTION 4.3. Committees; Delegation. The Trustees shall have power,
consistent with their ultimate responsibility to supervise the affairs of the
Trust, to delegate from time to time to one or more other Committees, or to any
single Trustee, the doing of such things and the execution of such deeds or
other instruments, either in the name of the Trust or the names of the Trustees
or as their attorney or attorneys in fact, or otherwise as the Trustees may
from time to time deem expedient, and any agreement, deed, mortgage, lease or
other instrument or writing executed by the Trustee or Trustees or other Person
to whom such delegation was made shall be valid and binding upon the Trustees
and upon the Trust.

SECTION 4.4. Officers. The Trustees shall annually elect such officers
or agents, who shall have such powers, duties and responsibilities as the
Trustees may deem to be advisable, and as they shall specify by resolution or
in the By-Laws. Except as may be provided in the By-Laws, any officer elected
by the Trustees may be removed at any time with or without cause. Any two (2)
or more offices may be held by the same individual.

SECTION 4.5. Compensation of Trustees and Officers. The Trustees shall
fix the compensation of all officers and Trustees. Without limiting the
generality of any of the provisions hereof, the Trustees shall be entitled to
receive reasonable compensation for their general services as such, and to fix
the amount of such compensation, and to pay themselves or any one or more of
themselves such compensation for special services, including legal, accounting,
or other professional services, as they in good faith may deem reasonable. No
Trustee or officer resigning (except where a right to receive compensation for
a definite future period shall be expressly provided in a written agreement
with the Trust, duly approved by the Trustees) and no Trustee or officer
removed shall have any right to any compensation as such Trustee or officer for
any period following his resignation or removal, or any right to damages on
account of his removal, whether his compensation be by the month, or the year
or otherwise.

SECTION 4.6. Ownership of Shares and Securities of the Trust. Any
Trustee, and any officer, employee or agent of the Trust, and any organization
in which any such Person is interested, may acquire, own, hold and dispose of
Shares of any Series and other Securities of the Trust for his or its
individual account, and may exercise all rights of a holder of such Shares or
Securities to the same extent and in the same manner as if such Person were not
such a Trustee, officer, employee or agent of the Trust; subject, in the case
of Trustees and officers, to the same limitations as directors or officers (as
the case may be) of a Delaware business corporation; and the Trust may issue
and sell or cause to be issued and sold and may purchase any such Shares or
other Securities from any such Person or any such organization, subject only to
the general limitations, restrictions or other provisions applicable to the
sale or purchase of Shares of such Series or other Securities of the Trust
generally.

SECTION 4.7. Right of Trustees and Officers to Own Property or to
Engage in Business; Authority of Trustees to Permit Others to Do Likewise. The
Trustees, in their capacity as Trustees, and (unless otherwise specifically
directed by vote of the Trustees) the officers of the Trust in their capacity
as such, shall not be required to devote their entire time to the business and
affairs of the Trust. Except as otherwise specifically provided by vote of the
Trustees, or by agreement in any particular case, any Trustee or officer of the
Trust may acquire, own, hold and dispose of, for his own individual account,
any property, and acquire, own, hold, carry on and dispose of, for his own
individual account, any business entity or business activity, whether similar
or dissimilar to any property or business entity or business activity invested
in or carried on by the Trust, and without first offering the same as an
investment opportunity to the Trust, and may exercise all rights in respect
thereof as if he were not a Trustee or officer of the Trust. The Trustees shall
also have power, generally or in specific cases, to permit

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employees or agents of the Trust to have the same rights (or lesser
rights) to acquire, hold, own and dispose of property and businesses, to carry
on businesses, and to accept investment opportunities without offering them to
the Trust, as the Trustees have by virtue of this Section 4.7.

SECTION 4.8. Reliance on Experts. The Trustees and officers may consult
with counsel, engineers, brokers, appraisers, auctioneers, accountants,
investment bankers, securities analysts or other Persons (any of which may be a
firm in which one or more of the Trustees or officers is or are members or
otherwise interested) whose profession gives authority to a statement made by
them on the subject in question, and who are reasonably deemed by the Trustees
or officers in question to be competent, and the advice or opinion of such
Persons shall be full and complete personal protection to all of the Trustees
and officers in respect of any action taken or suffered by them in good faith
and in reliance on or in accordance with such advice or opinion. In discharging
their duties, Trustees and officers, when acting in good faith, may rely upon
financial statements of the Trust represented to them to be correct by any
officer of the Trust having charge of its books of account, or stated in a
written report by an independent certified public accountant fairly to present
the financial position of the Trust. The Trustees and officers may rely, and
shall be personally protected in acting, upon any instrument or other document
believed by them to be genuine.

SECTION 4.9. Surety Bonds. No Trustee, officer, employee or agent of
the Trust shall, as such, be obligated to give any bond or surety or other
security for the performance of any of his duties, unless required by
applicable law or regulation, or unless the Trustees shall otherwise determine
in any particular case.

SECTION 4.10. Apparent Authority of Trustees and Officers. No
purchaser, lender, transfer agent or other Person dealing with the Trustees or
any officer of the Trust shall be bound to make any inquiry concerning the
validity of any transaction purporting to be made by the Trustees or by such
officer, or to make inquiry concerning or be liable for the application of
money or property paid, loaned or delivered to or on the order of the Trustees
or of such officer.

SECTION 4.11. Other Relationships Not Prohibited. The fact that:

(i) any of the Shareholders, Trustees or officers of the Trust
is a shareholder, director, officer, partner, trustee, employee,
manager, adviser, principal underwriter or distributor or agent of or
for any Contracting Party (as defined in Section 5.2 hereof), or of or
for any parent or affiliate of any Contracting Party, or that the
Contracting Party or any parent or affiliate thereof is a Shareholder
or has an interest in the Trust or any Series, or that

(ii) any Contracting Party may have a contract providing for
the rendering of any similar services to one or more other
corporations, trusts, associations, partnerships, limited partnerships
or other organizations, or have other business or interests,

shall not affect the validity of any contract for the performance and
assumption of services, duties and responsibilities to, for or of the Trust
and/or the Trustees or disqualify any Shareholder, Trustee or officer of the
Trust from voting upon or executing the same or create any liability or
accountability to the Trust or to the holders of Shares of any Series; provided
that, in the case of any relationship or interest referred to in the preceding
clause (i) on the part of any Trustee or officer of the Trust, either (x) the
material facts as to such relationship or interest have been disclosed to or
are known by the Trustees not having any such relationship or interest and the
contract involved is approved in good faith by a majority

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of such Trustees not having any such relationship or interest (even
though such unrelated or disinterested Trustees are less than a quorum of all
of the Trustees), (y) the material facts as to such relationship or interest
and as to the contract have been disclosed to or are known by the Shareholders
entitled to vote thereon and the contract involved is specifically approved in
good faith by vote of the Shareholders, or (z) the specific contract involved
is fair to the Trust as of the time it is authorized, approved or ratified by
the Trustees or by the Shareholders.

SECTION 4.12. Payment of Trust Expenses. The Trustees are authorized to
pay or to cause to be paid out of the principal or income of the Trust, or
partly out of principal and partly out of income, and according to any
allocation to a particular Series and Class made by them pursuant to Section
6.1(f) hereof, all expenses, fees, charges, taxes and liabilities incurred or
arising in connection with the business and affairs of the Trust or in
connection with the management thereof, including, but not limited to, the
Trustees' compensation and such expenses and charges for the services of the
Trust's officers, employees, Investment Adviser, Administrator, Distributor,
Principal Underwriter, auditor, counsel, Custodian, Transfer Agent, Dividend
Disbursing Agent, Accounting Agent, Shareholder Servicing Agent, and such other
agents, consultants, and independent contractors and such other expenses and
charges as the Trustees may deem necessary or proper to incur.

SECTION 4.13. Ownership of the Trust Property. 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 of any particular Series, or in the name of any other Person as
nominee, on such terms as the Trustees may determine; provided that the
interest of the Trust and of the respective Series therein is appropriately
protected. 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 of a Trustee as provided in Section
4.1(c), (d) or (e) hereof, such Trustee 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 pursuant
to Section 4.1(i) hereof.

SECTION 4.14. By-Laws. The Trustees may adopt and from time to time
amend or repeal By-Laws for the conduct of the business of the Trust.

ARTICLE 5

DELEGATION OF MANAGERIAL RESPONSIBILITIES

SECTION 5.1. Appointment; Action by Less than All Trustees. The
Trustees shall be responsible for the general operating policy of the Trust and
for the general supervision of the business of the Trust conducted by officers,
agents, employees or advisers of the Trust or by independent contractors, but
the Trustees shall not be required personally to conduct all the business of
the Trust and, consistent with their ultimate responsibility as stated herein,
the Trustees may appoint, employ or contract with one or more officers,
employees and agents to conduct, manage and/or supervise the operations of the
Trust, and may grant or delegate such authority to such officers, employees
and/or agents as the Trustees may, in their sole discretion, deem to be
necessary or desirable, without regard to whether such authority is normally
granted or delegated by trustees. With respect to those matters of the
operation and business of

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the Trust which they shall elect to conduct themselves, except as
otherwise provided by this Declaration or the By-Laws, if any, the Trustees may
authorize any single Trustee or defined group of Trustees, or any committee
consisting of a number of Trustees less than the whole number of Trustees then
in office without specification of the particular Trustees required to be
included therein, to act for and to bind the Trust, to the same extent as the
whole number of Trustees could do, either with respect to one or more
particular matters or classes of matters, or generally.

SECTION 5.2. Certain Contracts. Subject to compliance with the
provisions of the 1940 Act, but notwithstanding any limitations of present and
future law or custom in regard to delegation of powers by trustees generally,
the Trustees may, at any time and from time to time in their discretion and
without limiting the generality of their powers and authority otherwise set
forth herein, enter into one or more contracts with any one or more
corporations, trusts, associations, partnerships, limited partnerships or other
types of organizations, or individuals ("Contracting Party"), to provide for
the performance and assumption of some or all of the following services, duties
and responsibilities to, for or on behalf of the Trust and/or any Series,
and/or the Trustees, and to provide for the performance and assumption of such
other services, duties and responsibilities in addition to those set forth
below, as the Trustees may deem appropriate:

(a) Advisory. An investment advisory or management agreement whereby
the agent shall undertake to furnish the Trust (or any Series thereof) such
management, investment advisory or supervisory, statistical and research
facilities and services, and such other facilities and services, if any, as the
Trustees shall from time to time consider desirable, all upon such terms and
conditions as the Trustees may in their discretion determine to be not
inconsistent with this Declaration, the applicable provisions of the 1940 Act
or any applicable provisions of the By-Laws (any such agent being herein
referred to as an "Investment Adviser"). To the extent required by the 1940
Act, any such advisory or management agreement and any amendment thereto shall
be subject to approval by a Majority Shareholder Vote at a meeting of the
Shareholders of the Trust (or applicable Series). Notwithstanding any
provisions of this Declaration, the Trustees may authorize the Investment
Adviser (subject to such general or specific instructions as the Trustees may
from time to time adopt) to effect purchases, sales, loans or exchanges of
securities of the Trust on behalf of the Trustees or may authorize any officer
or employee of the Trust or any Trustee to effect such purchases, sales, loans
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. The
Trustees may, in their sole discretion, call a meeting of Shareholders in order
to submit to a vote of Shareholders of the Trust (or applicable Series) at such
meeting the approval of continuance of any such investment advisory or
management agreement.

(b) Administration. An agreement whereby the agent, subject to the
general supervision of the Trustees and in conformity with any policies of the
Trustees with respect to the operations of the Trust and each Series thereof,
will supervise all or any part of the operations of the Trust (or any Series
thereof), and will provide all or any part of the administrative and clerical
personnel, office space and office equipment and services appropriate for the
efficient administration and operations of the Trust (or any Series thereof)
(any such agent being herein referred to as an "Administrator").

(c) Underwriting. An agreement providing for the sale of Shares of the
Trust (or any Series thereof) to net the Trust not less than the net asset
value per Share (as described in Section 6.1(l) hereof) and pursuant to which
the Trust may appoint the other party to such agreement as its principal
underwriter or sales agent for the distribution of such Shares. The agreement
shall contain such terms and

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conditions as the Trustees may in their discretion determine to be not
inconsistent with this Declaration, the applicable provisions of the 1940 Act
and any applicable provisions of the By-Laws (any such agent being herein
referred to as a "Distributor" or a "Principal Underwriter," as the case may
be).

(d) Custodian. The appointment of an agent meeting the requirements for
a custodian for the assets of Investment Companies contained in the 1940 Act
as custodian of the Securities and cash of the Trust (or any Series thereof)
and of the accounting records in connection therewith (any such agent being
herein referred to as a "Custodian").

(e) Transfer and Dividend Disbursing Agent. An agreement with an agent
to maintain records of the ownership of outstanding Shares, the issuance and
redemption and the transfer thereof (any such agent being herein referred to
as a "Transfer Agent"), and to disburse any dividends declared by the
Trustees and in accordance with the policies of the Trustees and/or the
instructions of any particular Shareholder to reinvest any such dividends
(any such agent being herein referred to as a "Dividend Disbursing Agent").

(f) Shareholder Servicing. An agreement with an agent to provide
service with respect to the relationship of the Trust and its Shareholders,
records with respect to Shareholders and their Shares, and similar matters
(any such agent being herein referred to as a "Shareholder Servicing Agent").

(g) Accounting. An agreement with an agent to handle all or any part of
the accounting responsibilities, whether with respect to the Trust's
properties, Shareholders or otherwise (any such agent being herein referred
to as an "Accounting Agent").

In addition, the Trustees may from time to time cause the Trust (or any
Series thereof) to enter into agreements with respect to such other services
and upon such other terms and conditions as they may deem necessary,
appropriate or desirable. The same Person may be the Contracting Party for
some or all of the services, duties and responsibilities to, for and of the
Trust and/or the Trustees, and the contracts with respect thereto may contain
such terms interpretive of or in addition to the delineation of the services,
duties and responsibilities provided for, including provisions that are not
inconsistent with the 1940 Act relating to the standard of duty of and the
rights to indemnification of the Contracting Party and others, as the Trustees
may determine. Nothing herein shall preclude, prevent or limit the Trust or a
Contracting Party from entering into subcontractual arrangements relative to
any of the matters referred to in subsections (a) through (g) of this Section
5.2.

Section 5.3. Distribution Arrangements. Subject to compliance with the
1940 Act, the Trustees may adopt and amend or repeal from time to time and
implement one or more plans of distribution pursuant to Rule 12b-1 of the 1940
Act which plan(s) will provide for the payment of specified marketing,
distribution and shareholder relations expenses of the Trust and any or all
Series and their agents and the agents of such agents.

Section 5.4. Service Arrangements. Subject to compliance with the
1940 Act, the Trustees may adopt and amend or repeal from time to time and
implement one or more service plans which plans will provide for the payment of
ongoing services to holders of the shares of such Trust (or any Series thereof)
and in connection with the maintenance of such shareholders' accounts.

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ARTICLE 6

SERIES AND SHARES

SECTION 6.1. Description of Series and Shares.

(a) General. The beneficial interest in the Trust shall be divided into
Shares (either full or fractional) with $.01 par value per Share, of which an
unlimited number may be issued. The Trustees shall have the authority from time
to time to establish and designate one or more separate, distinct and
independent Series of Shares (each of which Series shall represent interests
only in the asset attributed by the Trustees to such Series), and to authorize
separate Classes of Shares of the Trust (or any such Series), as they deem
necessary or desirable. All Shares shall be of one class, provided that the
Trustees shall have the power to classify or reclassify any unissued Shares of
any Series into any number of additional Classes of such Series.

(b) Establishment. etc. of Series and Classes; Authorization of Shares.
The establishment and designation of any Series and the authorization of the
Shares thereof shall be effective upon the execution by a Majority of the
Trustees (or by an officer of the Trust pursuant to the vote of a Majority of
the Trustees) of an instrument setting forth such establishment and designation
and the relative rights and preferences of the Shares of such Series or Class
and the manner in which the same may be amended (a "Certificate of
Designation"), and may provide that the number of Shares of such Series or
Class which may be issued is unlimited, or may limit the number issuable. At
any time that there are no Shares outstanding of any particular Series or Class
previously established and designated, the Trustees may by an instrument
executed by a Majority of the Trustees (or by an officer of the Trust pursuant
to the vote of a Majority of the Trustees) terminate such Series or Class and
the establishment and designation thereof and the authorization of its Shares
(a "Certificate of Termination"). Each Certificate of Designation, Certificate
of Termination and any instrument amending a Certificate of Designation shall
have the status of an amendment to this Declaration of Trust.

(c) Character of Separate Series and Shares Thereof. Each Series
established hereunder shall represent beneficial interests in a separate
component of the assets of the Trust. Holders of Shares of a Series shall be
considered Shareholders of such Series, but such Shareholders shall also be
considered Shareholders of the Trust for purposes of receiving reports and
notices and, except as otherwise provided herein or in the Certificate of
Designation of a particular Series, or as required by the 1940 Act or other
applicable law, the right to vote, all without distinction by Series. The
Trustees shall have exclusive power without the requirement of Shareholder
approval to establish and designate such separate and distinct Series, and to
fix and determine the relative rights and preferences as between the shares of
the respective Series, and as between the Classes of the Trust (or any Series
thereof), as to rights of redemption and the price, terms and manner of
redemption, special and relative rights as to dividends and other distributions
and on liquidation, sinking or purchase fund provisions, conversion rights, and
conditions under which the Shareholders of the several Series or the several
Classes of any Series of Shares shall have separate voting rights or no voting
rights. Except as otherwise provided as to a particular Series herein, or in
the Certificate of Designation therefor, the Trustees shall have all the rights
and powers, and be subject to all the duties and obligations, with respect to
each such Series and the assets and affairs thereof as they have under this
Declaration with respect to the Trust and the Trust Property in general.
Separate and distinct records shall be maintained for each Series of Shares and
the assets and liabilities attributable thereto.

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(d) Consideration for Shares. The Trustees may issue Shares of the
Trust (or any Series thereof) for such consideration (which may include
property subject to, or acquired in connection with the assumption of,
liabilities) and on such terms as they may determine (or for no consideration
if pursuant to a Share dividend or split-up), all without action or approval of
the Shareholders. All Shares when so issued on the terms determined by the
Trustees shall be fully paid and nonassessable (but may be subject to mandatory
contribution back to the Trust (or applicable Series) as provided in Section
6.1(l) hereof. The Trustees may classify or reclassify any unissued Shares, or
any Shares of the Trust (or any Series thereof) previously issued and
reacquired by the Trust, into Shares of the Trust or one or more other Series
that may be established and designated from time to time.

(e) Assets Belonging to Series. Any portion of the Trust Property
allocated to a particular Series, and all consideration received by the Trust
for the issue or sale of Shares of such Series, together with all assets in
which such consideration is invested or reinvested, all interest, dividends,
income, earnings, profits and gains therefrom, and proceeds thereof, including
any proceeds derived from the sale, exchange or liquidation of such assets, and
any funds or payments derived from any reinvestment of such proceeds in
whatever form the same may be, shall be held by the Trustees in trust for the
benefit of the holders of Shares of that Series and shall irrevocably belong to
that Series for all purposes, and shall be so recorded upon the books of
account of the Trust, and the Shareholders of such Series shall not have, and
shall be conclusively deemed to have waived, any claims to the assets of any
Series of which they are not Shareholders. Such consideration, assets,
interest, dividends, income, earnings, profits, gains and proceeds, together
with any General Items allocated to that Series as provided in the following
sentence, are herein referred to collectively as assets "belonging to" that
Series. In the event that there are any assets, income, earnings, profits, and
proceeds thereof, funds, or payments which are not readily identifiable as
belonging to any particular Series (collectively, "General Items"), the
Trustees shall allocate such General Items to and among any one or more of the
Series established and designated from time to time in such manner and on such
basis as they, in their sole discretion, deem fair and equitable; and any
General Items so allocated to a particular Series shall belong to and be part
of the assets belonging to that Series. Each such allocation by the Trustees
shall be conclusive and binding upon the Shareholders of all Series for all
purposes.

(f) Liabilities of Series. The assets belonging to each particular
Series shall be charged with the liabilities in respect of that Series and all
expenses, costs, charges and reserves attributable to that Series, and any
general liabilities, expenses, costs, charges or reserves of the Trust which
are not readily identifiable as pertaining to any particular Series shall be
allocated and charged by the Trustees to and among any one or more of the
Series established and designated from time to time in such manner and on such
basis as the Trustees in their sole discretion deem fair and equitable. The
indebtedness, expenses, costs, charges and reserves allocated and so charged to
a particular Series are herein referred to as "liabilities of" that Series.
Each allocation of liabilities, expenses, costs, charges and reserves by the
Trustees shall be conclusive and binding upon the Shareholders of all Series
for all purposes. Any creditor of any Series may look only to the assets
belonging to that Series to satisfy such creditor's debt.

(g) Dividends. Dividends and distributions on Shares of a particular
Series may be paid with such frequency as the Trustees may determine, which may
be daily or otherwise pursuant to a standing resolution or resolutions adopted
only once or with such frequency as the Trustees may determine, to the
Shareholders of that Series, from such of the income, accrued or realized, and
capital gains,

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realized or unrealized, and out of the assets belonging to that Series,
as the Trustees may determine, after providing for actual and accrued
liabilities of that Series. All dividends and distributions on Shares of a
particular Series shall be distributed pro rata to the Shareholders of that
Series in proportion to the number of such Shares held by such holders at the
date and time of record established for the payment of such dividends or
distributions, except that the dividends and distributions of investment income
and capital gains with respect to each Class of Shares of a particular Series
shall be in such amount as may be declared from time to time by the Trustees,
and such dividends and distributions may vary as between such Classes to
reflect differing allocations of the expenses of the Series between the
Shareholders of such several Classes and any resultant differences between the
net asset value of such several Classes to such extent and for such purposes as
the Trustees may deem appropriate and further except that, in connection with
any dividend or distribution program or procedure, the Trustees may determine
that no dividend or distribution shall be payable on Shares as to which the
Shareholder's purchase order and/or payment have not been received by the time
or times established by the Trustees under such program or procedure, or that
dividends or distributions shall be payable on Shares which have been tendered
by the holder thereof for redemption or repurchase, but the redemption or
repurchase proceeds of which have not yet been paid to such Shareholder. Such
dividends and distributions may be made in cash, property or Shares of any
Class of that Series or a combination thereof as determined by the Trustees, or
pursuant to any program that the Trustees may have in effect at the time for
the election by each Shareholder of the mode of the making of such dividend or
distribution to that Shareholder. Any such dividend or distribution paid in
Shares will be paid at the net asset value thereof as determined in accordance
with subsection (l) of this Section 6.1.

(h) Liquidation. In the event of the liquidation or dissolution of the
Trust (or any particular Series), the Shareholders of the Trust (or that
Series) shall be entitled to receive, when and as declared by the Trustees, the
excess of the assets belonging to the Trust (or that Series) over the
liabilities of such Series. The assets so distributable to the Shareholders of
the Trust (or that Series) shall be distributed among such Shareholders in
proportion to the number of Shares of the Trust (or that Series) held by them
and recorded on the books of the Trust. The liquidation of the Trust (or any
particular Series) may be authorized by vote of a Majority of the Trustees,
subject to the affirmative vote of "a majority of the outstanding voting
securities" of that Series, as the quoted phrase is defined in the 1940 Act,
determined in accordance with clause (iii) of the definition of "Majority
Shareholder Vote" in Section 1.4 hereof.

(i) Voting. The Shareholders shall have the voting rights set forth in
or determined under Article 7 hereof.

(j) Redemption by Shareholder. Each holder of Shares of the Trust (or a
particular Series thereof) shall have the right at such times as may be
permitted by the Trust, but no less frequently than required by the 1940 Act,
to require the Trust (or such Series) to redeem all or any part of his Shares of
the Trust (or such Series) at a redemption price equal to the net asset value
per Share of the Trust (or Series) next determined in accordance with
subsection (l) of this Section 6.1 after the Shares are properly tendered for
redemption; provided, that the Trustees may from time to time, in their
discretion, determine and impose a fee for such redemption and that the
proceeds of the redemption of Shares (including a fractional Share) of any
Class of the Trust (or any Series thereof) shall be reduced by the amount of
any applicable contingent deferred sales charge or other sales charge, if any,
payable on such redemption to the distributor of Shares of such Class pursuant
to the terms of

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<PAGE> 27
the initial issuance of the Shares of such Class (to the extent
consistent with the 1940 Act or regulations or exemptions thereunder) and the
Trust shall promptly pay to such distributor the amount of such deferred sales
charge. Payment of the redemption price shall be in cash; provided, however,
that if the Trustees determine, which determination shall be conclusive, that
conditions exist which make payment wholly in cash unwise or undesirable, the
Trust may make payment wholly or partly in Securities or other assets belonging
to such Series at the value of such Securities or assets used in such
determination of net asset value. Notwithstanding the foregoing, the Trust may
postpone payment of the redemption price and may suspend the right of the
holders of Shares of the Trust (or any Series thereof) to require the Trust to
redeem Shares of the Trust (or such Series) during any period or at any time
when and to the extent permissible under the 1940 Act.

(k) Redemption at the Option of the Trust. The Trustees shall have the
power to redeem Shares of the Trust (or any Series thereof) at a redemption
price determined in accordance with Section 6.1(j), if at any time (i) the
total investment in such account does not have a value of at least such minimum
amount as may be specified in the Prospectus for the Trust (or such Series)
from time to time (ii) the number of Shares held in such account is equal to or
in excess of a specified percentage of Shares of the Trust or any Series as set
forth from time to time in the applicable Prospectus. In the event the Trustees
determine to exercise their power to redeem Shares provided in this Section
6.1(k), the Shareholder shall be notified that the value of his account is less
than the applicable minimum amount and shall be allowed 30 days to make an
appropriate investment before redemption is processed.

(l) Net Asset Value. The net asset value per Share of the Trust (or any
Series or Class) at any time shall be the quotient obtained by dividing the
value of the net assets of the Trust (or such Series or Class) at such time
(being the current value of the assets belonging to the Trust (or such Series
or Class), less its then existing liabilities) by the total number of Shares of
the Trust (or such Series) then outstanding, all determined in accordance with
the methods and procedures, including without limitation those with respect to
rounding, established by the Trustees from time to time in accordance with the
requirements of the 1940 Act. The net asset value of the several Classes of the
Trust (or a particular Series) shall be separately computed, and may vary from
one another. The Trustees shall establish procedures for the allocation of
investment income or capital gains and expenses and liabilities of a particular
Series between the several Classes of the Trust (or such Series). The Trustees
may determine to maintain the net asset value per Share of the Trust or any
Series or Class at a designated constant dollar amount and in connection
therewith may adopt procedures not inconsistent with the 1940 Act for the
continuing declaration of income attributable to the Trust or such Series or
Class as dividends payable in additional Shares of the Trust or such Series or
Class at the designated constant dollar amount and for the handling of any
losses attributable to the Trust or such Series or Class. Such procedures may
provide that in the event of any loss each Shareholder shall be deemed to have
contributed to the shares of beneficial interest account of the Trust or such
Series or Class his pro rata portion of the total number of Shares required to
be canceled in order to permit the net asset value per Share of the Trust or
such Series or Class to be maintained, after reflecting such loss, at the
designated constant dollar amount. Each Shareholder of the Trust shall be
deemed to have expressly agreed, by his investment in the Trust (or any Series
thereof) with respect to which the Trustees shall have adopted any such
procedure, to make the contribution referred to in the preceding sentence in
the event of any such loss.

(m) Transfer. All Shares of the Trust and each Series shall be
transferable, but transfers of Shares of the Trust or a particular Series will
be recorded on the Share transfer records of the Trust

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applicable to the Trust or such Series only at such times as
Shareholders shall have the right to require the Trust to redeem Shares of the
Trust or such Series and at such other times as may be permitted by the
Trustees.

(n) Equality. All Shares of each particular Series shall represent an
equal proportionate interest in the assets belonging to that Series (subject to
the liabilities of that Series), and each Share of any particular Series shall
be equal to each other Share thereof; but the provisions of this sentence shall
not restrict any distinctions between the several Classes of a Series
permissible under this Section 6.1 or under Section 7. 1 hereof nor any
distinctions permissible under subsection (g) of this Section 6.1 that may
exist with respect to dividends and distributions on Shares of the same Series.
The Trustees may from time to time divide or combine the Shares of any class of
particular Series into a greater or lesser number of Shares of that class of a
Series without thereby changing the proportionate beneficial interest in the
assets belonging to that Series or in any way affecting the rights of the
holders of Shares of any other Series.

(o) Rights of Fractional Shares. Any fractional Share of the Trust (or
any Series thereof) shall carry proportionately all the rights and obligations
of a whole Share of the Trust (or such Series), including rights and
obligations with respect to voting, receipt of dividends and distributions,
redemption of Shares, and liquidation of the Trust or of the Series to which
they pertain.

(p) Conversion Rights. (i) Subject to compliance with the requirements
of the 1940 Act, the Trustees shall have the authority to provide that holders
of Shares of any Series shall have the right to convert said Shares into Shares
of one or more other Series, that holders of any Class of the Trust or a Series
of Shares shall have the right to convert said Shares of such Class into Shares
of one or more other Classes of the Trust or such Series, and that Shares of
any Class of the Trust or a Series shall be automatically converted into Shares
of another Class of the Trust or such Series, in each case in accordance with
such requirements and procedures as the Trustees may establish.

(ii) The number of Shares of into which a convertible Share shall
convert shall equal the number (including for this purpose fractions of a
Share) obtained by dividing the net asset value per Share for purposes of sales
and redemptions of the converting Share on the Conversion Date by the net asset
value per Share for purposes of sales and redemptions of the Class of Shares
into which it is converting on the Conversion Date.

(iii) On the Conversion Date, the Share converting into another
share will cease to accrue dividends and will no longer be deemed
outstanding and the rights of the holders thereof (except the right to receive
the number of target Shares into which the converting Shares have been
converted and declared but unpaid dividends to the Conversion Date) will cease.
Certificates representing Shares resulting from the conversion need not be
issued until certificates representing Shares converted, if issued, have been
received by the Trust or its agent duly endorsed for transfer.

(vi) The Trust will appropriately reflect the conversion of Shares
of one Class of the Trust (or a Series thereof) into Shares of another
Class of the Trust (or such Series) on the first periodic statements of account
sent to Shareholders of record affected which provide account information with
respect to a reporting period which includes the date such conversion occurred.

SECTION 6.2. Ownership of Shares. The ownership of Shares shall be
recorded on the books of the Trust or of a Transfer Agent or similar agent for
the Trust, which books shall be maintained

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separately for the Shares of each Series that has been authorized.
Certificates evidencing the ownership of Shares need not be issued except as
the Trustees may otherwise determine from time to time, and the Trustees shall
have power to call outstanding Share certificates and to replace them with book
entries. The Trustees may make such rules as they consider appropriate for the
issuance of Share certificates, the use of facsimile signatures, the transfer
of Shares and similar matters. The record books of the Trust as kept by the
Trust or any Transfer Agent or similar agent, as the case may be, shall be
conclusive as to who are the Shareholders and as to the number of Shares of the
Trust and, if designated, each Series thereof held from time to time by each
such Shareholder.

The holders of Shares of the Trust and, if designated, each Series
thereof shall upon demand disclose to the Trustees in writing such information
with respect to their direct and indirect ownership of Shares of the Trust or,
if designated, such Series as the Trustees deem necessary to comply with the
provisions of the Internal Revenue Code, or to comply with the requirements of
any other authority.

SECTION 6.3. Investments in the Trust. The Trustees may accept
investments in any Series of the Trust from such Persons and on such terms and
for such consideration, not inconsistent with the provisions of the 1940 Act,
as they from time to time authorize. The Trustees may authorize any
Distributor, Principal Underwriter, Custodian, Transfer Agent or other Person
to accept orders for the purchase of Shares that conform to such authorized
terms and to reject any purchase orders for Shares, whether or not conforming
to such authorized terms.

SECTION 6.4. No Preemptive Rights. No Shareholder, by virtue of holding
Shares of the Trust or, if designated, any Series thereof, shall have any
preemptive or other right to subscribe to any additional Shares of the Trust or
such Series, or to any shares of any other Series, or any other Securities
issued by the Trust.

SECTION 6.5. Status of Shares. Every Shareholder, by virtue of having
become a Shareholder, shall be held to have expressly assented and agreed to
the terms hereof and to have become a party hereto. Shares shall be deemed to
be personal property, giving only the rights provided herein. Ownership of
Shares shall not entitle the Shareholder to any title in or to the whole or any
part of the Trust Property or right to call for a partition or division of the
same or for an accounting, nor shall the ownership of Shares constitute the
Shareholders partners. The death of a Shareholder during the continuance of the
Trust shall not operate to terminate the Trust or any Series, nor entitle the
representative of any deceased Shareholder to an accounting or to take any
action in court or elsewhere against the Trust or the Trustees, but only to the
rights of said decedent under this Declaration of Trust.

ARTICLE 7

SHAREHOLDERS' VOTING POWERS AND MEETINGS

SECTION 7.1. Voting Powers. The Shareholders shall have power to vote
only (i) for the election or removal of Trustees as provided in Sections 4.1(c)
and (e) hereof, (ii) with respect to the approval or termination in accordance
with the 1940 Act of any contract with a Contracting Party as provided in
Section 5.2 hereof as to which Shareholder approval is required by the 1940
Act, (iii) with respect to any termination or reorganization of the Trust or
any Series to the extent and as provided in Sections 9.2, 9.3 and 9.4 hereof,
(iv) with respect to any amendment of this Declaration of Trust to the extent
and as provided in Section 9.5 hereof, (v) to the same extent as the
stockholders of a Delaware business

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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 any Series, or the Shareholders of any of them
(provided. however, that a Shareholder of a particular Series shall not in any
event be entitled to maintain a derivative or class action on behalf of any
other Series or the Shareholders thereof), and (vi) with respect to such
additional matters relating to the Trust as may be required by the 1940 Act,
this Declaration of Trust, the By-Laws or any registration of the Trust with
the Commission (or any successor agency) or any State, or as the Trustees may
consider necessary or desirable. If and to the extent that the Trustees shall
determine that such action is required by law or by this Declaration, they
shall cause each matter required or permitted to be voted upon at a meeting or
by written consent of Shareholders to be submitted to a separate vote of the
outstanding Shares of each Series entitled to vote thereon; provided, that (i)
when expressly required by the 1940 Act or by other law, actions of
Shareholders shall be taken by Single Class Voting of all outstanding Shares
whose holders are entitled to vote thereon; and (ii) when the Trustees
determine that any matter to be submitted to a vote of Shareholders affects
only the rights or interests of Shareholders of one or more but not all Series
or of one or more but not all Classes of the Trust or a single Series
(including without limitation any distribution plan pursuant to Rule 12b-1 of
the 1940 Act applicable to such Class), then only the Shareholders of the
Series or Classes so affected shall be entitled to vote thereon. Any matter
required to be submitted to shareholders and affecting one or more Series shall
require separate approval by the required vote of Shareholders of the Trust or
each affected Series; provided, however, that to the extent required by the
1940 Act, there shall be no separate Series votes on the election or removal of
Trustees, the selection of auditors for the Trust and its Series or approval of
any agreement or contract entered into by the Trust or any Series. Shareholders
of a particular Series shall not be entitled to vote on any matter that affects
only one or more other Series.

SECTION 7.2. Number of Votes and Manner of Voting: Proxies. On each
matter submitted to a vote of the Shareholders, each holder of Shares of the
Trust or, if applicable, any Series shall be entitled to a number of votes
equal to the number of Shares of the Trust or such Series standing in his name
on the books of the Trust. There shall be no cumulative voting in the election
or removal of Trustees. Shares may be voted in person or by proxy. A proxy with
respect to Shares held in the name of two (2) or more Persons shall be valid if
executed by any one of them unless at or prior to exercise of the proxy the
Trust receives a specific written notice to the contrary from any one of them.
A proxy purporting to be executed by or on behalf of a Shareholder shall be
deemed valid unless challenged at or prior to its exercise and the burden of
proving invalidity shall rest on the challenger. Until Shares are issued, the
Trustees may exercise all rights of Shareholders and may take any action
required by law, this Declaration of Trust or the By-Laws to be taken by
Shareholders.

SECTION 7.3. Meetings. Meetings of Shareholders may be called by the
Trustees from time to time for the purpose of taking action upon any matter
requiring the vote or authority of the Shareholders as herein provided, or upon
any other matter deemed by the Trustees to be necessary or desirable. Written
notice of any meeting of Shareholders shall be given or caused to be given by
the Trustees by mailing such notice at least seven (7) days before such
meeting, postage prepaid, stating the time, place and purpose of the meeting,
to each Shareholder at the Shareholder's address as it appears on the records
of the Trust. The Trustees shall promptly call and give notice of a meeting of
Shareholders for the purpose of voting upon removal of any Trustee of the Trust
when requested to do so in writing by Shareholders holding not less than ten
percent (10%) of the Shares then outstanding. If the Trustees shall fail to
call or give notice of any meeting of Shareholders for a period of thirty (30)
days after written application by Shareholders holding at least ten percent
(10%) of the Shares then outstanding requesting that a

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meeting be called for any other purpose requiring action by the
Shareholders as provided herein or in the By-Laws, then Shareholders holding at
least ten percent (10%) of the Shares then outstanding may call and give notice
of such meeting, and thereupon the meeting shall be held in the manner provided
for herein in case of call thereof by the Trustees. Any meetings may be held
within or without The State of Delaware. Shareholders may only act with
respect to matters set forth in the notice to Shareholders.

SECTION 7.4. Record Dates. For the purpose of determining the
Shareholders who are entitled to vote or act at any meeting or any adjournment
thereof, or who are entitled to participate in any dividend or distribution, or
for the purpose of any other action, the Trustees may from time to time close
the transfer books for such period, not exceeding thirty (30) days (except at
or in connection with the termination of the Trust), as the Trustees may
determine; or without closing the transfer books the Trustees may fix a date
and time not more than ninety (90) days prior to the date of any meeting of
Shareholders or other action as the date and time of record for the
determination of Shareholders entitled to vote at such meeting or any
adjournment thereof or to be treated as Shareholders of record for purposes of
such other action, and any Shareholder who was a Shareholder at the date and
time so fixed shall be entitled to vote at such meeting or any adjournment
thereof or to be treated as a Shareholder of record for purposes of such other
action, even though he has since that date and time disposed of his Shares, and
no Shareholder becoming such after that date and time shall be so entitled to
vote at such meeting or any adjournment thereof or to be treated as a
Shareholder of record for purposes of such other action.

SECTION 7.5. Quorum and Required Vote. A majority of the Shares
entitled to vote shall be a quorum for the transaction of business at a
Shareholders' meeting, but any lesser number shall be sufficient for
adjournments. Any adjourned session or sessions may be held within a reasonable
time after the date set for the original meeting without the necessity of
further notice. A Majority Shareholder Vote at a meeting of which a quorum is
present shall decide any question, except when a different vote is required or
permitted by any provision of the 1940 Act or other applicable law or by this
Declaration of Trust or the By-Laws, or when the Trustees shall in their
discretion require a larger vote or the vote of a majority or larger fraction
of the Shares of one or more particular Series.

SECTION 7.6. Action By Written Consent. Subject to the provisions of
the 1940 Act and other applicable law, any action taken by Shareholders may be
taken without a meeting if a majority of Shareholders entitled to vote on the
matter (or such larger proportion thereof or of the Shares of any particular
Series as shall be required by the 1940 Act or by any express provision of this
Declaration of Trust or the By-Laws or as shall be permitted by the Trustees)
consent to the action in writing and if the writings in which such consent is
given are filed with the records of the meetings of Shareholders, to the same
extent and for the same period as proxies given in connection with a
Shareholders' meeting. Such consent shall be treated for all purposes as a vote
taken at a meeting of Shareholders.

SECTION 7.7. Inspection of Records. The records of the Trust shall be
open to inspection by Shareholders to the same extent as is permitted
stockholders of a Delaware business corporation under the Delaware business
corporation law.

SECTION 7.8. Additional Provisions. The By-Laws may include further
provisions for Shareholders' votes and meetings and related matters not
inconsistent with the provisions hereof.

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<PAGE> 32
ARTICLE 8

LIMITATION OF LIABILITY: INDEMNIFICATION

SECTION 8.1. Trustees. Shareholders. etc. Not Personally Liable;
Notice. The Trustees, officers, employees and agents of the Trust, in incurring
any debts, liabilities or obligations, or in limiting or omitting any other
actions for or in connection with the Trust, are or shall be deemed to be
acting as Trustees, officers, employees or agents of the Trust and not in their
own capacities. No Shareholder shall be subject to any personal liability
whatsoever in tort, contract or otherwise to any other Person or Persons in
connection with the assets or the affairs of the Trust or of any Series, and
subject to Section 8.4 hereof, no Trustee, officer, employee or agent of the
Trust shall be subject to any personal liability whatsoever in tort, contract,
or otherwise, to any other Person or Persons in connection with the assets or
affairs of the Trust or of any Series, save only that arising from his own
willful misfeasance, bad faith, gross negligence or reckless disregard of the
duties involved in the conduct of his office or the discharge of his functions.
The Trust (or if the matter relates only to a particular Series, that Series)
shall be solely liable for any and all debts, claims, demands, judgments,
decrees, liabilities or obligations of any and every kind, against or with
respect to the Trust or such Series in tort, contract or otherwise in
connection with the assets or the affairs of the Trust or such Series, and all
Persons dealing with the Trust or any Series shall be deemed to have agreed
that resort shall be had solely to the Trust Property of the Trust or the
Series Assets of such Series, as the case may be, for the payment or
performance thereof.

The Trustees shall use their best efforts to ensure that every note,
bond, contract, instrument, certificate or undertaking made or issued by the
Trustees or by any officers or officer shall give notice that a Certificate of
Trust in respect of the Trust is on file with the Secretary of the state of
Delaware and shall recite to the effect that the same was executed or made by
or on behalf of the Trust or by them as Trustees or Trustee or as officers or
officer, and not individually, and that the obligations of such instrument are
not binding upon any of them or the Shareholders individually but are binding
only upon the assets and property of the Trust, or the particular Series in
question, as the case may be, but the omission thereof shall not operate to
bind any Trustees or Trustee or officers or officer or Shareholders or
Shareholder individually, or to subject the Series Assets of any Series to the
obligations of any other Series.

SECTION 8.2. Trustees' Good Faith Action; Expert Advice: No Bond or
Surety. The exercise by the Trustees of their powers and discretions hereunder
shall be binding upon everyone interested. Subject to Section 8.4 hereof, a
Trustee shall be liable for his own willful misfeasance, bad faith, gross
negligence or reckless disregard of the duties involved in the conduct of the
office of Trustee, and for nothing else, and shall not be liable for errors of
judgment or mistakes of fact or law. Subject to the foregoing, (i) the Trustees
shall not be responsible or liable in any event for any neglect or wrongdoing
of any officer, agent, employee, consultant, Investment Adviser, Administrator,
Distributor or Principal Underwriter, Custodian or Transfer Agent, Dividend
Disbursing Agent, Shareholder Servicing Agent or Accounting Agent of the Trust,
nor shall any Trustee be responsible for the act or omission of any other
Trustee; (ii) the Trustees may take advice of counsel or other experts with
respect to the meaning and operation of this Declaration of Trust and their
duties as Trustees, and shall be under no liability for any act or omission in
accordance with such advice or for failing to follow such advice; and (iii) in
discharging their duties, the Trustees, when acting in good faith, shall be
entitled to rely upon the books of account of the Trust and upon written
reports made to the Trustees by any officer appointed by them, any independent
public accountant, and (with respect to the subject matter of the contract
involved) any officer, partner or

26
<PAGE> 33
responsible employee of a Contracting Party appointed by the Trustees
pursuant to Section 5.2 hereof. The Trustees as such shall not be required to
give any bond or surety or any other security for the performance of their
duties.

SECTION 8.3. Indemnification of Shareholders. If any Shareholder (or
former Shareholder) of the Trust shall be charged or held to be personally
liable for any obligation or liability of the Trust solely by reason of being
or having been a Shareholder and not because of such Shareholder's acts or
omissions or for some other reason, the Trust (upon proper and timely request
by the Shareholder) may assume the defense against such charge and satisfy any
judgment thereon or may reimburse the Shareholders for expenses, and the
Shareholder or former Shareholder (or the heirs, executors, administrators or
other legal representatives thereof, or in the case of a corporation or other
entity, its corporate or other general successor) shall be entitled (but solely
out of the assets of the Series of which such Shareholder or former Shareholder
is or was the holder of Shares) to be held harmless from and indemnified
against all loss and expense arising from such liability.

SECTION 8.4. Indemnification of Trustees. Officers, etc. Subject to the
limitations, if applicable, hereinafter set forth in this Section 8.4, the
Trust shall indemnify (from the assets of one or more Series to which the
conduct in question relates) each of its Trustees, officers, employees and
agents (including Persons who serve at the Trust's request as directors,
officers or trustees of another organization in which the Trust has any
interest as a shareholder, creditor or otherwise (hereinafter, together with
such Person's heirs, executors, administrators or personal representative,
referred to as a "Covered Person")) against all liabilities, including but not
limited to amounts paid in satisfaction of judgments, in compromise or as fines
and penalties, and expenses, including reasonable accountants' and counsel
fees, incurred by any Covered Person in connection with the defense or
disposition of any action, suit or other proceeding, whether civil or criminal,
before any court or administrative or legislative body, in which such Covered
Person may be or may have been involved as a party or otherwise or with which
such Covered Person may be or may have been threatened, while in office or
thereafter, by reason of being or having been such a Trustee or officer,
director or trustee, except with respect to any matter as to which it has been
determined that such Covered Person (i) did not act in good faith in the
reasonable belief that such Covered Person's action was in or not opposed to
the best interests of the Trust; (ii) had acted with willful misfeasance, bad
faith, gross negligence or reckless disregard of the duties involved in the
conduct of such Covered Person's office (iii) for a criminal proceeding, had
reasonable cause to believe that his conduct was unlawful (the conduct
described in (i), (ii) and (iii) being referred to hereafter as "Disabling
Conduct"). A determination that the Covered Person is entitled to
indemnification may be made by (i) a final decision on the merits by a court or
other body before whom the proceeding was brought that the Covered Person to be
indemnified was not liable by reason of Disabling Conduct, (ii) dismissal of a
court action or an administrative proceeding against a Covered Person for
insufficiency of evidence of Disabling Conduct, or (iii) a reasonable
determination, based upon a review of the facts, that the indemnitee was not
liable by reason of Disabling Conduct by (a) a vote of a majority of a quorum
of Trustees who are neither "interested persons" of the Trust as defined in
Section 2(a)(19) of the 1940 Act nor parties to the proceeding (the
"Disinterested Trustees"), or (b) an independent legal counsel in a written
opinion. Expenses, including accountants' and counsel fees so incurred by any
such Covered Person (but excluding amounts paid in satisfaction of judgments,
in compromise or as fines or penalties), may be paid from time to time by one
or more Series to which the conduct in question related in advance of the final
disposition of any such action, suit or proceeding; provided that the Covered
Person shall have undertaken to repay the amounts so paid to such Series if it
is ultimately determined that indemnification of such expenses is not
authorized under this Article 8 and (i) the Covered Person shall

27
<PAGE> 34
have provided security for such undertaking, (ii) the Trust shall be
insured against losses arising by reason of any lawful advances, or (iii) a
majority of a quorum of the Disinterested Trustees, or an independent legal
counsel in a written opinion, shall have determined, based on a review of
readily available facts (as opposed to a full trial type inquiry), that there
is reason to believe that the Covered Person ultimately will be found entitled
to indemnification.

SECTION 8.5. Compromise Payment. As to any matter disposed of by a
compromise payment by any such Covered Person referred to in Section 8.4
hereof, pursuant to a consent decree or otherwise, no such indemnification
either for said payment or for any other expenses shall be provided unless such
indemnification shall be approved (i) by a majority of a quorum of the
Disinterested Trustees or (ii) by an independent legal counsel in a written
opinion. Approval by the Trustees pursuant to clause (i) or by independent
legal counsel pursuant to clause (ii) shall not prevent the recovery from any
Covered Person of any amount paid to such Covered Person in accordance with
either of such clauses as indemnification if such Covered Person is
subsequently adjudicated by a court of competent jurisdiction not to have acted
in good faith in the reasonable belief that such Covered Person's action was in
or not opposed to the best interests of the Trust or to have been liable to the
Trust or its Shareholders by reason of willful misfeasance, bad faith, gross
negligence or reckless disregard of the duties involved in the conduct of the
Covered Person's office.

SECTION 8.6. Indemnification Not Exclusive, etc. The right of
indemnification provided by this Article 8 shall not be exclusive of or affect
any other rights to which any such Covered Person or shareholder may be
entitled. As used in this Article 8, a "disinterested" Person is one against
whom none of the actions, suits or other proceedings in question, and no other
action, suit or other proceeding on the same or similar grounds is then or has
been pending or threatened. Nothing contained in this Article 8 shall affect
any rights to indemnification to which personnel of the Trust, other than
Trustees and officers, and other Persons may be entitled by contract or
otherwise under law, nor the power of the Trust to purchase and maintain
liability insurance on behalf of any such Person.

SECTION 8.7. Liability of Third Persons Dealing with Trustees. No
person dealing with the Trustees shall be bound to make any inquiry concerning
the validity of any transaction made or to be made by the Trustees or to see to
the application of any payments made or property transferred to the Trust or
upon its order.

ARTICLE 9

DURATION: REORGANIZATION: INCORPORATION; AMENDMENTS

SECTION 9.1. Duration of Trust. Unless terminated as provided herein,
the Trust shall have perpetual existence.

SECTION 9.2. Termination of Trust. The Trust may be terminated at any
time by a Majority of the Trustees, subject to the favorable vote of the
holders of not less than a majority of the Shares outstanding and entitled to
vote of each Series of the Trust, or by an instrument or instruments in writing
without a meeting, consented to by the holders of not less than a majority of
such Shares, or by such greater or different vote of Shareholders of any Series
as may be established by the Certificate of Designation by which such Series
was authorized. Upon termination, after paying or otherwise providing for all
charges, taxes, expenses and liabilities, whether due or accrued or anticipated
as may be

28
<PAGE> 35
determined by the Trustees, the Trust shall in accordance with such
procedures as the Trustees consider appropriate reduce the remaining assets to
distributable form in cash, Securities or other property, or any combination
thereof, and distribute the proceeds to the Shareholders, in conformity with
the provisions of Section 6.1(h) hereof. After termination of the Trust or any
Series 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. Upon
termination of the Trust, the Trustees shall thereupon be discharged from all
further liabilities and duties hereunder, and the rights and interests of all
Shareholders shall thereupon cease. Upon termination of any Series, the
Trustees shall thereupon be discharged from all further liabilities and duties
with respect to such Series, and the rights and interests of all Shareholders
of such Series shall thereupon cease.

SECTION 9.3. Reorganization. The Trustees may sell, convey and transfer
all or substantially all of the assets of the Trust, or the assets belonging to
any one or more Series, to another trust, partnership, association, corporation
or other entity organized under the laws of any state of the United States, or
may transfer such assets to another Series of the Trust, in exchange for cash,
Shares or other Securities (including, in the case of a transfer to another
Series of the Trust, Shares of such other Series), or to the extent permitted
by law then in effect may merge or consolidate the Trust or any Series with any
other Trust or any corporation, partnership, or association organized under the
laws of any state of the United States, all upon such terms and conditions and
for such consideration when and as authorized by vote or written consent of a
Majority of the Trustees and approved by the affirmative vote of the holders of
not less than a majority of the Shares outstanding and entitled to vote of each
Series whose assets are affected by such transaction, or by an instrument or
instruments in writing without a meeting, consented to by the holders of not
less than a majority of such Shares, and/or by such other vote of any Series as
may be established by the Certificate of Designation with respect to such
Series. Following such transfer, the Trustees shall distribute the cash, Shares
or other Securities or other consideration received in such transaction (giving
due effect to the assets belonging to and indebtedness of, and any other
differences among, the various Series of which the assets have so been
transferred) among the Shareholders of the Series of which the assets have been
so transferred; and if all of the assets of the Trust have been so transferred,
the Trust shall be terminated. Nothing in this Section 9.3 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 to sell, convey or transfer less than substantially
all of the Trust Property or the assets belonging to any Series to such
organizations or entities.

SECTION 9.4. Incorporation. Upon approval by Majority Shareholder
Vote, 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, association or organization, in
exchange for the shares or securities thereof, or otherwise, and to lend money
to, subscribe for the shares of securities of, and enter into any contracts
with any such corporation, trust, partnership, association or organization in
which the Trust holds or is about to acquire shares or any other interests. 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 corporation, trusts,

29
<PAGE> 36
partnerships, associations or other organizations and selling, conveying or
transferring a portion of the Trust Property to such organizations or entities.

SECTION 9.5. Amendments; etc. All rights granted to the Shareholders
under this Declaration of Trust are granted subject to the reservation of the
right to amend this Declaration of Trust as herein provided, except that no
amendment shall repeal the limitations on personal liability of any Shareholder
or Trustee or the prohibition of assessment upon the Shareholders (otherwise
than as permitted under Section 6.1(l)) without the express consent of each
Shareholder or Trustee involved. Subject to the foregoing, the provisions of
this Declaration of Trust (whether or not related to the rights of
Shareholders) may be amended at any time, so long as such amendment does not
adversely affect the rights of any Shareholder with respect to which such
amendment is or purports to be applicable and so long as such amendment is not
in contravention of applicable law, including the 1940 Act, by an instrument in
writing signed by a Majority of the Trustees (or by an officer of the Trust
pursuant to the vote of a Majority of the Trustees). Any amendment to this
Declaration of Trust that adversely affects the rights of all Shareholders may
be adopted at any time by an instrument in writing signed by a Majority of the
Trustees (or by an officer of the Trust pursuant to a vote of a Majority of the
Trustees) when authorized to do so by the vote in accordance with Section 7.I
hereof of Shareholders holding a majority of all the Shares outstanding and
entitled to vote, without regard to Series, or if said amendment adversely
affects the rights of the Shareholders of less than all of the Series, by the
vote of the holders of a majority of all the Shares entitled to vote of each
Series so affected. Notwithstanding any other provisions set forth in this
Declaration of Trust, a provision in this Declaration of Trust requiring
shareholder approval of any action may be amended only with like shareholder
approval.

SECTION 9.6. Filing of Copies of Declaration and Amendments. The
original or a copy of this Declaration and of each amendment hereto (including
each Certificate of Designation and Certificate of Termination) shall be kept
at the office of the Trust where it may be inspected by any Shareholder. A
restated Declaration, integrating into a single instrument all of the
provisions of this Declaration which are then in effect and operative, may be
executed from time to time by a Majority of the Trustees and shall, upon
execution, 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. A Certificate of Trust shall be filed in the office of the
Secretary of State of the State of Delaware.

ARTICLE 10

MISCELLANEOUS

SECTION 10.1. Notices. Any and all notices to which any Shareholder
hereunder 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 applicable register of the
Trust.

SECTION 10.2. Governing Law. This Declaration of Trust is, with
reference to the laws thereof, and the rights of all parties and the
construction and effect of every provision hereof shall be, subject to and
construed according to the laws of said The State of Delaware.

SECTION 10.3. Counterparts. This Declaration of Trust and any amendment
thereto may be simultaneously executed in several counterparts, each of which
so executed shall be deemed to be an

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<PAGE> 37
original, and such counterparts, together, shall constitute but one and
the same instrument, which shall be sufficiently evidenced by any such original
counterpart.

SECTION 10.4. Reliance by Third Parties. Any certificate executed by an
individual who, according to the records of the Trust is a Trustee hereunder,
certifying to: (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 of Trust, (e)
the form of any By-Law adopted, or the identity of any officers elected, by the
Trustees, (f) the existence or nonexistence of any fact or facts which in any
manner relate to the affairs of the Trust, or (g) the name of the Trust or the
establishment of a Series shall be conclusive evidence as to the matters so
certified in favor of any Person dealing with the Trustees, or any of them, and
the successors of such Person.

SECTION 10.5. References; Headings. The masculine gender shall include
the feminine and neuter genders. Headings are placed herein for convenience of
reference only and shall not be taken as a part of this Declaration or control
or affect the meaning, construction or effect hereof.

SECTION 10.6. Provisions in Conflict With Law or Regulation. (a)
The provisions of this 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 with other applicable laws and regulations,
the conflicting provision shall be deemed never to have constituted a part of
this Declaration; provided, however, that such determination shall not affect
any of the remaining provisions of this Declaration or render invalid or
improper any action taken or omitted prior to such determination.

(b) If any provision of this Declaration shall be held invalid or
unenforceable in any jurisdiction, such invalidity or unenforceability shall
attach 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 this
Declaration in any jurisdiction.

SECTION 10.7. Use of the Name "Van Kampen American Capital". Van Kampen
American Capital, Inc. ("Van Kampen American Capital") has consented to the use
by the Trust and by each Series and each Series thereof to the identifying
words "Van Kampen" or "Van Kampen Merritt" or any combination thereof in the
name of the Trust and of each Series and Series thereof. Such consent is
conditioned upon the Trust's employment of Van Kampen American Capital, its
successors or a subsidiary or affiliate thereof as investment adviser to the
Trust and to each Series and each Series thereof. As between Van Kampen
American Capital and the Trust, Van Kampen American Capital shall control the
use of such name insofar as such name contains the identifying words "Van
Kampen" or "Van Kampen Merritt". Van Kampen American Capital may from time to
time use the identifying words "American Capital," "Van Kampen" or "Van Kampen
Merritt" in other connections and for other purposes, including without
limitation in the names of other investment companies, corporations or
businesses that it may manage, advise, sponsor or own or in which it may have a
financial interest. Van Kampen American Capital may require the Trust or any
Series or Series thereof to cease using the identifying words "Van Kampen" or
"Van Kampen Merritt" in the name of the Trust or any Series or any Series
thereof if the Trust or any Series or Series thereof ceases to employ Van
Kampen American Capital, its successors or a subsidiary or affiliate thereof as
investment adviser.

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<PAGE> 38
IN WITNESS WHEREOF, the undersigned, being at least a majority of the
Trustees of the Trust, have set their hands and seal, for themselves and their
assigns, unto this First Amended and Restated Agreement and Declaration of
Trust of Van Kampen American Capital Tax-Exempt Trust, as of the day and year
first above written.

/s/ J. MILES BRANAGAN /s/ RICHARD E. CARUSO
___________________________________ ___________________________________
J. Miles Branagan Richard E. Caruso

/s/ ROGER HILSMAN /s/ DON G. POWELL
___________________________________ ___________________________________
Roger Hilsman Don G. Powell

/s/ DAVID REES /s/ LAWRENCE J. SHEEHAN
___________________________________ ___________________________________
David Rees Lawrence J. Sheehan

/s/ FERNANDO SISTO /s/ WILLIAM S. WOODSIDE
___________________________________ ___________________________________
Fernando Sisto William S. Woodside

32
<PAGE> 39

A C K N O W L E D G M E N T

STATE OF TEXAS )
) ss
COUNTY OF HARRIS )

June 21, 1995
______________________
(Date)

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

Before me,

/s/ PAMELA J. McLEMORE
_______________________________
(Notary Public)

My commission expires: 9-3-97

<PAGE> 1
EXHIBIT 1.2

CERTIFICATE OF AMENDMENT DATED SEPTEMBER 7, 1995
TO
FIRST AMENDED AND RESTATED AGREEMENT
AND DECLARATION OF TRUST DATED JUNE 21, 1995

WHEREAS, the Trustees of Van Kampen American Capital Tax-Exempt Trust,
a Delaware business trust (the "Trust") have approved the amendment of the
Trust's First Amended and Restated Agreement and Declaration of Trust dated
June 21, 1995 ("Declaration of Trust") in accordance with Section 9.5 thereof;

WHEREAS, the Trustees have authorized the proper officers of the
Trust, including the officer whose name appears below, to effect such
amendment;

NOW, THEREFORE, the Declaration of Trust is amended as follows:

1. The first sentence of Section 4.1(b) is amended and restated in its
entirety to read as follows:

(b) Number. The Trustees serving as such, whether named above
or hereafter becoming Trustees, may increase (to not more than
fifteen (15)) or decrease the number of Trustees to a number
other than the number theretofore determined by a written
instrument signed by a Majority (or a supermajority if
required by the By-Laws) of the Trustees (or by an officer of
the Trust pursuant to the vote of a Majority (or a
supermajority if required by the By-Laws) of the Trustees).

2. Section 4.1(e) is amended and restated in its entirety to read as
follows:

(e) Removal. Any Trustee may be removed: (i) with cause at
any time by written instrument, signed by at least two-thirds
(2/3) of the number of Trustees prior to such removal,
specifying the date upon which such removal shall become
effective; or (ii) without cause at any time by written
instrument, signed by at least two-thirds (2/3) of the number
of Trustees prior to such removal, specifying the date upon
which such removal shall become effective; or (iii) by vote of
shareholders holding a majority of the Shares of the Trust
then outstanding, cast in person or by proxy at any meeting
called for the purpose; or (iv) by a written declaration
signed by Shareholders holding not less than a majority of the
Shares of the Trust then outstanding. Notwithstanding any
other provisions set forth in this Declaration of Trust, this
Section 4.1(e)

<PAGE> 2
may not be amended (either directly or indirectly through a
reorganization) without the approval of (i) two-thirds (2/3) of the
Trustees then in office or (ii) by vote of Shareholders holding a
majority of the Shares of the Trust then outstanding.

EXECUTED, to be effective as of September 7, 1995

/s/ NORI L. GABERT
_________________________
Nori L. Gabert,
Secretary

<PAGE> 1
EXHIBIT 1.3

VAN KAMPEN AMERICAN CAPITAL TAX-EXEMPT TRUST
Certificate of Designation
of
Van Kampen American Capital High Yield Municipal Fund

The undersigned, being the Secretary of Van Kampen American Capital Tax-Exempt
Trust, 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 establish and
designate as a Series of the Trust the Van Kampen American Capital High Yield
Municipal Fund (the "Fund") with following the rights, preferences and
characteristics:

1. Shares. The beneficial interest in the Fund 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 Fund. 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 Fund shall be initially divided into
three classes--Class A, Class B and Class C. The Trustees shall have the
authority from time to time to authorize additional Classes of Shares of the
Fund

3. Sales Charges. Each Class A, Class B and Class C 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 Fund's prospectus.

4. Conversion. Each Class B and Class C Share of the Fund shall be converted
automatically, and without any action or choice on the part of the Shareholder
thereof, into Class A Shares of the Fund at such times and pursuant to such
terms, conditions and restrictions as may be established by the Trustees and as
set forth in the Fund'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 Fund
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

1
<PAGE> 2
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 Fund 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
and 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 Fund outstanding and entitled to
vote or, if such amendment affects the Shares of one or more but not all of the
Classes of the Fund, 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 21, 1995

/s/ Nori L. Gabert
- -------------------------
Nori L. Gabert,
Secretary

<PAGE> 1
EXHIBIT 2

VAN KAMPEN AMERICAN CAPITAL
GROWTH AND INCOME FUND

AMENDED AND RESTATED BYLAWS
(AS AMENDED NOVEMBER 17, 1995)

<PAGE> 2

VAN KAMPEN AMERICAN CAPITAL GROWTH AND INCOME FUND
Amended and Restated Bylaws
(As Amended November 17, 1995)

Index

<TABLE>
<S> <C> <C>
ARTICLE 1 SHAREHOLDERS AND SHAREHOLDERS' MEETINGS . . . . . . . . . . . . . . . . . . . . . . 1

Section 1.1. Meetings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1

Section 1.2. Presiding Officer; Secretary . . . . . . . . . . . . . . . . . . . . . . 1

Section 1.3. Authority of Chairman of Meeting to Interpret Declaration and Bylaws . . 1

Section 1.4. Voting; Quorum . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2

Section 1.5. Inspectors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2

Section 1.6 Records at Shareholder Meetings . . . . . . . . . . . . . . . . . . . . 2

Section 1.7. Shareholders Action in Writing . . . . . . . . . . . . . . . . . . . . . 2

ARTICLE 2 TRUSTEES AND TRUSTEES' MEETINGS . . . . . . . . . . . . . . . . . . . . . . . . . . 2

Section 2.1. Number of Trustees . . . . . . . . . . . . . . . . . . . . . . . . . . . 2

Section 2.2. Regular Meetings of Trustees . . . . . . . . . . . . . . . . . . . . . . 2

Section 2.3. Special Meetings of Trustees . . . . . . . . . . . . . . . . . . . . . . 3

Section 2.4. Notice of Meetings . . . . . . . . . . . . . . . . . . . . . . . . . . . 3

Section 2.5. Quorum; Presiding Trustee . . . . . . . . . . . . . . . . . . . . . . . 3

Section 2.6. Participation by Telephone . . . . . . . . . . . . . . . . . . . . . . . 3

Section 2.7. Location of Meetings . . . . . . . . . . . . . . . . . . . . . . . . . . 3

Section 2.8. Actions by Trustees . . . . . . . . . . . . . . . . . . . . . . . . . . 3

Section 2.9. Rulings of Presiding Trustee . . . . . . . . . . . . . . . . . . . . . . 4

Section 2.10. Trustees' Action in Writing . . . . . . . . . . . . . . . . . . . . . . 4

Section 2.11. Resignations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4

Section 2.12. Tenure of Trustees . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
</TABLE>

<PAGE> 3

<TABLE>
<S> <C> <C>
ARTICLE 3 OFFICERS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4

Section 3.1. Officers of the Trust . . . . . . . . . . . . . . . . . . . . . . . . . 4

Section 3.2. Time and Terms of Election . . . . . . . . . . . . . . . . . . . . . . . 5

Section 3.3. Resignation and Removal . . . . . . . . . . . . . . . . . . . . . . . . 5

Section 3.4. Fidelity Bond . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5

Section 3.5. President . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5

Section 3.6. Vice Presidents . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5

Section 3.7. Treasurer and Assistant Treasurers . . . . . . . . . . . . . . . . . . . 5

Section 3.8. Controller and Assistant Controllers . . . . . . . . . . . . . . . . . . 6

Section 3.9. Secretary and Assistant Secretaries . . . . . . . . . . . . . . . . . . 6

Section 3.10. Substitutions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6

Section 3.11. Execution of Deeds, etc. . . . . . . . . . . . . . . . . . . . . . . . . 6

Section 3.12. Power to Vote Securities . . . . . . . . . . . . . . . . . . . . . . . . 6

ARTICLE 4 COMMITTEES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7

Section 4.1. Power of Trustees to Designate Committees . . . . . . . . . . . . . . . 7

Section 4.2. Rules for Conduct of Committee Affairs . . . . . . . . . . . . . . . . 7

Section 4.3. Trustees May Alter, Abolish, etc., Committees . . . . . . . . . . . . . 7

Section 4.4. Minutes; Review by Trustees . . . . . . . . . . . . . . . . . . . . . . 7

ARTICLE 5 SEAL . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7

ARTICLE 6 SHARES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8

Section 6.1. Issuance of Shares . . . . . . . . . . . . . . . . . . . . . . . . . . . 8

Section 6.2. Uncertificated Shares . . . . . . . . . . . . . . . . . . . . . . . . . 8

Section 6.3. Share Certificates . . . . . . . . . . . . . . . . . . . . . . . . . . . 8

Section 6.4. Lost, Stolen, etc., Certificates . . . . . . . . . . . . . . . . . . . 8
</TABLE>

<PAGE> 4

<TABLE>
<S> <C> <C>
ARTICLE 7 STOCK TRANSFERS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9

Section 7.1. Transfer Agents, Registrars, etc. . . . . . . . . . . . . . . . . . . . 9

Section 7.2. Transfer of Shares . . . . . . . . . . . . . . . . . . . . . . . . . . . 9

Section 7.3. Registered Shareholders . . . . . . . . . . . . . . . . . . . . . . . . 9

ARTICLE 8 AMENDMENTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9

Section 8.1. Bylaws Subject to Amendment . . . . . . . . . . . . . . . . . . . . . 9

Section 8.2. Notice of Proposal to Amend Bylaws Required . . . . . . . . . . . . . . 9
</TABLE>

<PAGE> 5

VAN KAMPEN AMERICAN CAPITAL GROWTH AND INCOME FUND

AMENDED AND RESTATED BYLAWS
(AS AMENDED NOVEMBER 17, 1995)

These are the Bylaws of Van Kampen American Capital Growth and Income
Fund, a trust with transferable shares established under the laws of The State
of Delaware (the "Trust"), pursuant to an Agreement and Declaration of Trust of
the Trust (the "Declaration") made the 10th day of May, 1995, as amended, and a
Certificate of Trust filed in the office of the Secretary of State pursuant to
Section 3810 of The Delaware Business Trust Act, Title 12, Chapter 38 of the
Delaware Code. These Bylaws have been adopted by the Trustees pursuant to the
authority granted by Section 4.14 of the Declaration.

All words and terms capitalized in these Bylaws, unless
otherwise defined herein, shall have the same meanings as they have in the
Declaration.

ARTICLE 1

SHAREHOLDERS AND SHAREHOLDERS' MEETINGS

SECTION 1.1. Meetings. A meeting of the Shareholders of the Trust
shall be held whenever called by the Chairman, the President or a majority of
the Trustees and whenever election of a Trustee or Trustees by Shareholders is
required by the provisions of the 1940 Act. Meetings of Shareholders shall
also be called by the Trustees when requested in writing by Shareholders
holding at least ten percent (10%) of the Shares then outstanding for the
purpose of voting upon removal of any Trustee, or if the Trustees shall fail to
call or give notice of any such meeting of Shareholders for a period of thirty
(30) days after such application, then Shareholders holding at least ten
percent (10%) of the Shares then outstanding may call and give notice of such
meeting. Notice of Shareholders' meetings shall be given as provided in the
Declaration.

SECTION 1.2. Presiding Officer; Secretary. The President shall
preside at each Shareholders' meeting as chairman of the meeting, or in the
absence of the President, the Trustees present at the meeting shall elect one
of their number as chairman of the meeting. Unless otherwise provided for by
the Trustees, the Secretary of the Trust shall be the secretary of all meetings
of Shareholders and shall record the minutes thereof.

SECTION 1.3. Authority of Chairman of Meeting to Interpret
Declaration and Bylaws. At any Shareholders' meeting the chairman of the
meeting shall be empowered to determine the construction or interpretation
of the Declaration or these Bylaws, or any part thereof or hereof, and their
ruling shall be final.

SECTION 1.4. Voting; Quorum. At each meeting of Shareholders, except
as otherwise provided by the Declaration, every holder of record of Shares
entitled to vote shall be entitled to a number of votes equal to the number of
Shares standing in his name on the Share register of the Trust on the record
date of the meeting. Shareholders may vote by proxy and the form of any such
proxy may be prescribed from time to time by the Trustees. A quorum shall
exist if the holders of a majority of the outstanding Shares of the Trust
entitled to vote are present in person or by proxy, but any lesser

1
<PAGE> 6

number shall be sufficient for adjournments. At all meetings of the
Shareholders, votes shall be taken by ballot for all matters which may be
binding upon the Trustees pursuant to Section 7.1 of the Declaration. On other
matters, votes of Shareholders need not be taken by ballot unless otherwise
provided for by the Declaration or by vote of the Trustees, or as required by
the 1940 Act, but the chairman of the meeting may in his discretion authorize
any matter to be voted upon by ballot.

SECTION 1.5. Inspectors. At any meeting of Shareholders, the chairman
of the meeting may appoint one or more Inspectors of Election or Balloting to
supervise the voting at such meeting or any adjournment thereof. If Inspectors
are not so appointed, the chairman of the meeting may, and on the request of
any Shareholder present or represented and entitled to vote shall, appoint one
or more Inspectors for such purpose. Each Inspector, before entering upon the
discharge of his duties, shall take and sign an oath faithfully to execute the
duties of Inspector of Election or Balloting, as the case may be, at such
meeting with strict impartiality and according to the best of his
ability. If appointed, Inspectors shall take charge of the polls and, when the
vote is completed, shall make a certificate of the result of the vote taken and
of such other facts as may be required by law.

SECTION 1.6. 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 Shareholders shall contain
the name of each 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 Delaware corporation.

SECTION 1.7. Shareholders' Action in Writing. Nothing in this Article
1 shall limit the power of the Shareholders to take any action by means of
written instruments without a meeting, as permitted by Section 7.6 of the
Declaration.

ARTICLE 2

TRUSTEES AND TRUSTEES' MEETINGS

SECTION 2.1. Number of Trustees. The number of Trustees shall be
fifteen (15), provided that such number shall be reduced upon the death,
resignation or retirement of any Trustee until the number of Trustees is eight
(8), unless the Trustees shall find by a majority vote that such reduction is
not in the best interest of the Fund's shareholders, in which case the number
of Trustees shall not be reduced and a vacancy shall be created upon such
death, resignation or retirement of such Trustees.

SECTION 2.2. Regular Meetings of Trustees. Regular meetings of the
Trustees may be held without call or notice at such places and at such times as
the Trustees may from time to time determine; provided, that notice of such
determination, and of the time and place of the first regular meeting
thereafter, shall be given to each absent Trustee in accordance with Section
2.4 hereof.

SECTION 2.3. Special Meetings of Trustees. Special meetings of the
Trustees may be held at any time and at any place when called by the President
or the Treasurer or by three (3) or more

2
<PAGE> 7

Trustees, or if there shall be less than three (3) Trustees, by any Trustee;
provided, that notice of the time and place thereof is given to each Trustee
in accordance with Section 2.4 hereof by the Secretary or an Assistant
Secretary or by the officer or the Trustees calling the meeting.

SECTION 2.4. Notice of Meetings. Notice of any regular or special
meeting of the Trustees shall be sufficient if given in writing to each
Trustee, and if sent by mail at least five (5) days, by a nationally recognized
overnight delivery service at least two (2) days or by facsimile at least
twenty-four (24) hours, before the meeting, addressed to his usual or last
known business or residence address, or if delivered to him in person at least
twenty-four (24) hours before the meeting. Notice of a special meeting need
not be given to any Trustee who was present at an earlier meeting, not more
than thirty-one (31) days prior to the subsequent meeting, at which the
subsequent meeting was called. Unless statute, these bylaws or a resolution of
the Trustees might otherwise dictate, notice need not state the business to be
transacted at or the purpose of any meeting of the Board of Trustees. Notice
of a meeting may be waived by any Trustee by written waiver of notice, executed
by him or her before or after the meeting, and such waiver shall be filed with
the records of the meeting. Attendance by a Trustee at a meeting shall
constitute a waiver of notice, except where a Trustee attends a meeting for the
purpose of protesting prior thereto or at its commencement the lack of notice.
No notice need be given of action proposed to be taken by unanimous written
consent.

SECTION 2.5. Quorum: Presiding Trustee. At any meeting of the
Trustees, a Majority of the Trustees shall constitute a quorum. Any meeting may
be adjourned from time to time by a majority of the votes cast upon the
question, whether or not a quorum is present, and the meeting may be held as
adjourned without further notice. Unless the Trustees shall otherwise elect,
generally or in a particular case, the Chairman shall be the presiding Trustee
at each meeting of the Trustees or in the absence of the Chairman, the
President shall preside over the meeting. In the absence of both the Chairman
and the President, the Trustees present at the meeting shall elect one of their
number as presiding Trustee of the meeting.

SECTION 2.6. Participation by Telephone. One or more of the Trustees
may participate in a meeting thereof or of any Committee of the Trustees by
means of a conference telephone or similar communications equipment allowing
all persons participating in the meeting to hear each other at the same time.
Participation by such means shall constitute presence in person at a meeting.

SECTION 2.7. Location of Meetings. Trustees' meetings may be held at
any place, within or without the State of Delaware.

SECTION 2.8. Actions by Trustees. Unless statute, the charter or
By-laws requires a greater proportion, action of a majority of the Trustees
present at a meeting at which a quorum is present is action of the Board of
Trustees. The results of all voting shall be recorded by the Secretary in the
minute book.

3
<PAGE> 8

SECTION 2.9. Rulings of Presiding Trustee. All other rules of conduct
adopted and used at any Trustees' meeting shall be determined by the presiding
Trustee of such meeting, whose ruling on all procedural matters shall be
final.

SECTION 2.10. Trustees' Action in Writing. Nothing in this Article 2
shall limit the power of the Trustees to take action by means of a written
instrument without a meeting, as provided in Section 4.2 of the Declaration.

SECTION 2.11. Resignations. Any Trustee may resign at any time by
written instrument signed by him and delivered to the Chairman, the President
or the Secretary or to a meeting of the Trustees. Such resignation shall be
effective upon receipt unless specified to be effective at some other time.

SECTION 2.12. Tenure of Trustees. Notwithstanding any other provision
herein to the contrary, the term of office of each Trustee shall end on
December 31st of the year such Trustee reaches the age of seventy-two (72);
provided that the term of office of each Trustee shall end on December 31, 1996
for each Trustee who had been elected before January 1, 1987 as a trustee or
director of any open-end investment company managed by Van Kampen American
Capital Asset Management, Inc. (formerly American Capital Asset Management,
Inc. and, prior thereto, American General Capital Management, Inc.) if such
Trustee reaches the age of seventy-two (72) or more by December 31, 1995;
provided the term of office of each Trustee shall end on December 31st of the
year such Trustee reaches the age of seventy-six (76) for each Trustee who had
been elected before January 1, 1987 as a trustee or director of any open-end
investment company managed by Van Kampen American Capital Asset Management,
Inc. if such Trustee is less than the age of seventy-two (72) by December 31,
1995; provided that the term of office of each Trustee shall end on December
31st of the year such Trustee reaches the age of seventy-five (75) for each
Trustee first elected on or after July 1, 1995 and prior to December 1, 1995
who was over the age of seventy-two and one-half (72 1/2) and under the age of
seventy-five (75) at the time of such election; and further provided that the
term of office of each Trustee shall end on December 31st of the year such
Trustee reaches the age of seventy-six (76) for each Trustee first elected on
or after July 1, 1995 and prior to December 1, 1995 who was the age of
seventy-five (75) or older at the time of such election.

SECTION 2.13. Chairman of the Board. The Trustees shall from time to
time elect one of the Trustees to serve as Chairman of the Board of Trustees,
provided that the chairman shall be a Trustee who is not an "interested person"
of the Trust or the Trust's investment adviser, within the meaning of the 1940
Act.

ARTICLE 3

OFFICERS

SECTION 3.1. Officers of the Trust. The officers of the Trust shall
consist of a President, a Treasurer and a Secretary, and may include a
Controller and one or more Vice Presidents, Assistant Treasurers and Assistant
Secretaries, and such other officers as the Trustees may designate. Any person
may hold more than one office.

SECTION 3.2. Time and Terms of Election. The President, the Treasurer
and the Secretary shall be elected by the Trustees at their first meeting and
thereafter at the annual meeting of the Trustees, as provided in Section 4.2 of
the Declaration. Such officers shall hold office until the next

4
<PAGE> 9

annual meeting of the Trustees and until their successors shall have been duly
elected and qualified, and may be removed at any meeting by the affirmative
vote of a Majority of the Trustees. All other officers of the Trust may be
elected or appointed at any meeting of the Trustees. Such officers shall hold
office for any term, or indefinitely, as determined by the Trustees, and shall
be subject to removal, with or without cause, at any time by the Trustees.

SECTION 3.3. Resignation and Removal. Any officer may resign at any
time by giving written notice to the Trustees. Such resignation shall take
effect at the time specified therein, and, unless otherwise specified
therein, the acceptance of such resignation shall not be necessary to make
it effective. If the office of any officer or agent becomes vacant by reason
of death, resignation, retirement, disqualification, removal from office or
otherwise, the Trustees may choose a successor, who shall hold office for the
unexpired term in respect of which such vacancy occurred. Except to the extent
expressly provided in a written agreement with the Trust, no officer resigning
or removed shall have any right to any compensation for any period following
such resignation or removal, or any right to damage on account of such removal.

SECTION 3.4. Fidelity Bond. The Trustees may, in their discretion,
direct any officer appointed by them to furnish at the expense of the Trust a
fidelity bond approved by the Trustees, in such amount as the Trustees may
prescribe.

SECTION 3.5. President. The President shall be the chief executive
officer of the Trust and, subject to the supervision of the Trustees, shall
have general charge and supervision of the business, property and affairs of
the Trust and such other powers and duties as the Trustees may prescribe.

SECTION 3.6. Vice Presidents. In the absence or disability of the
President, the Vice President or, if there shall be more than one, the Vice
Presidents in the order of their seniority or as otherwise designated by the
Trustees, shall exercise all of the powers and duties of the President. The
Vice Presidents shall have the power to execute bonds, notes, mortgages and
other contracts, agreements and instruments in the name of the Trust, and shall
do and perform such other duties as the Trustees or the President shall direct.

SECTION 3.7. Treasurer and Assistant Treasurers. The Treasurer shall
be the chief financial officer of the Trust, and shall have the custody of the
Trust's funds and Securities, and shall keep full and accurate accounts of
receipts and disbursements in books belonging to the Trust and shall deposit
all moneys, and other valuable effects in the name and to the credit of the
Trust, in such depositories as may be designated by the Trustees, taking
proper vouchers for such disbursements, shall have such other duties and
powers as may be prescribed from time to time by the Trustees, and shall
render to the Trustees, whenever they may require it, an account of all his
transactions as Treasurer and of the financial condition of the Trust. If no
Controller is elected, the Treasurer shall also have the duties and powers
of the Controller, as provided in these Bylaws. Any Assistant Treasurer shall
have such duties and powers as shall be prescribed from time to time by the
Trustees or the Treasurer, and shall be responsible to and shall report to the
Treasurer. In the absence or disability of the Treasurer, the Controller shall
have the powers and duties of the Treasurer. If no Controller is elected, the
Assistant Treasurer or, if there shall be more than one, the Assistant
Treasurers in the order of their seniority or as otherwise designated by the
Trustees or the Chairman, shall have the powers and duties of the Treasurer.

5
<PAGE> 10

SECTION 3.8. Controller and Assistant Controllers. If a Controller
is elected, the Controller shall be the chief accounting officer of the Trust
and shall be in charge of its books of account and accounting records and of
its accounting procedures, and shall have such duties and powers as are
commonly incident to the office of a controller, and such other duties and
powers as may be prescribed from time to time by the Trustees. The Controller
shall be responsible to and shall report to the Trustees, but in the
ordinary conduct of the Trust's business, shall be under the supervision of
the Treasurer. Any Assistant Controller shall have such duties and powers as
shall be prescribed from time to time by the Trustees or the Controller, and
shall be responsible to and shall report to the Controller. In the absence or
disability of the Controller, the Assistant Controller or, if there shall be
more than one, the Assistant Controllers in the order of their seniority or as
otherwise designated by the Trustees, shall have the powers and duties of the
Controller.

SECTION 3.9. Secretary and Assistant Secretaries. The
Secretary shall, if and to the extent requested by the Trustees, attend all
meetings of the Trustees, any Committee of the Trustees and/or the Shareholders
and record all votes and the minutes of proceedings in a book to be kept for
that purpose, shall give or cause to be given notice of all meetings of the
Trustees, any Committee of the Trustees, and of the Shareholders and shall
perform such other duties as may be prescribed by the Trustees. The Secretary,
or in his absence any Assistant Secretary, shall affix the Trust's seal to any
instrument requiring it, and when so affixed, it shall be attested by the
signature of the Secretary or an Assistant Secretary. The Secretary shall be
the custodian of the Share records and all other books, records and papers of
the Trust (other than financial) and shall see that all books, reports,
statements, certificates and other documents and records required by law are
properly kept and filed. In the absence or disability of the Secretary, the
Assistant Secretary or, if there shall be more than one, the Assistant
Secretaries in the order of their seniority or as otherwise designated by the
Trustees, shall have the powers and duties of the Secretary.

SECTION 3.10. Substitutions. In case of the absence or disability
of any officer of the Trust, or for any other reason that the Trustees may deem
sufficient, the Trustees may delegate, for the time being, the powers or
duties, or any of them, of such officer to any other officer, or to any
Trustee.

SECTION 3.11. Execution of Deeds, etc. Except as the Trustees may
generally or in particular cases otherwise authorize or direct, all deeds,
leases, transfers, contracts, proposals, bonds, notes, checks, drafts and other
obligations made, accepted or endorsed by the Trust shall be signed or endorsed
on behalf of the Trust by its properly authorized officers or agents as
provided in the Declaration.

SECTION 3.12. Power to Vote Securities. Unless otherwise ordered by
the Trustees, the Treasurer shall have full power and authority on behalf of
the Trust to give proxies for, and/or to attend and to act and to vote at, any
meeting of stockholders of any corporation in which the Trust may hold stock,
and at any such meeting the Treasurer or his proxy shall possess and may
exercise any and all rights and powers incident to the ownership of such stock
which, as the owner thereof, the Trust might have possessed and exercised if
present. The Trustees, by resolution from time to time, or, in the absence
thereof, the Treasurer, may confer like powers upon any other person or persons
as attorneys and proxies of the Trust.

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<PAGE> 11

ARTICLE 4

COMMITTEES

SECTION 4.1. Power of Trustees to Designate Committees. The Trustees,
by vote of a Majority of the Trustees, may elect from their number an Executive
Committee and any other Committees and may delegate thereto some or all of
their powers except those which by law, by the Declaration or by these
Bylaws may not be delegated; provided, that an Executive Committee shall not
be empowered to elect the President, the Treasurer or the Secretary, to amend
the Bylaws, to exercise the powers of the Trustees under this Section 4.1 or
under Section 4.3 hereof, or to perform any act for which the action of a
Majority of the Trustees is required by law, by the Declaration or by these
Bylaws. The members of any such Committee shall serve at the pleasure of the
Trustees.

SECTION 4.2. Rules for Conduct of Committee Affairs. Except as
otherwise provided by the Trustees, each Committee elected or appointed
pursuant to this Article 4 may adopt such standing rules and regulations for
the conduct of its affairs as it may deem desirable, subject to review and
approval of such rules and regulations by the Trustees at the next succeeding
meeting of the Trustees, but in the absence of any such action or any contrary
provisions by the Trustees, the business of each Committee shall be conducted,
so far as practicable, in the same manner as provided herein and in the
Declaration for the Trustees.

SECTION 4.3. Trustees May Alter, Abolish, etc., Committees Trustees
may at any time alter or abolish any Committee, change membership of any
Committee, or revoke, rescind, waive or modify action of any Committee or the
authority of any Committee with respect to any matter or class of matters;
provided, that no such action shall impair the rights of any third parties.

SECTION 4.4. Minutes: Review by Trustees. Any Committee to which the
Trustees delegate any of their powers or duties shall keep records of its
meetings and shall report its actions to the Trustees.

ARTICLE 5

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 had been imprinted and
affixed manually in the same manner and with the same force and effect as if
done by a Delaware corporation. Unless otherwise required by the Trustees,
the seal shall not be necessary to be placed on, and its absence shall not
impair the validity of, any document, instrument or other paper executed and
delivered by or on behalf of the Trust.

ARTICLE 6

SECTION 6.1. Issuance of Shares. The Trustees may issue an unlimited
number of Classes of Shares of any or all Series either in certificated or
uncertificated form, they may issue certificates to the

7
<PAGE> 12

holders of a Class of Shares of a Series which was originally issued in
uncertificated form, and if they have issued Shares of any Series in
certificated form, they may at any time discontinue the issuance of Share
certificates for such Series and may, by written notice to such Shareholders of
such Series require the surrender of their Share certificates to the Trust for
cancellation, which surrender and cancellation shall not affect the ownership
of Shares for such Series.

SECTION 6.2. Uncertificated Shares. For any Class of Shares for which
the Trustees issue Shares without certificates, the Trust or the Transfer Agent
may either issue receipts therefor or may keep accounts upon the books of the
Trust for the record holders of such Shares, who shall in either case be
deemed, for all purposes hereunder, to be the holders of such Shares as if they
had received certificates therefor and shall be held to have expressly assented
and agreed to the terms hereof and of the Declaration.

SECTION 6.3. Share Certificates. For any Class of Shares for which
the Trustees shall issue Share certificates, each Shareholder of such Class
shall be entitled to a certificate stating the number of Shares owned by him in
such form as shall be prescribed from time to time by the Trustees. Such
certificate shall be signed by the President or a Vice President, and by the
Treasurer or an Assistant Treasurer or the Secretary or an Assistant
Secretary of the Trust. Such signatures may be facsimiles if the certificate
is countersigned by a Transfer Agent, or by a Registrar, other than a
Trustee, officer or employee of the Trust. In case any officer who has signed
or whose facsimile signature has been placed on such certificate shall cease to
be such officer before such certificate is issued, it may be issued by the
Trust with the same effect as if he were such officer at the time of its issue.

SECTION 6.4. Lost, Stolen, etc., Certificates. If any
certificate for certificated Shares shall be lost, stolen, destroyed or
mutilated, the Trustees may authorize the issuance of a new certificate of the
same tenor and for the same number of Shares in lieu thereof. The Trustees
shall require the surrender of any mutilated certificate in respect of which a
new certificate is issued, and may, in their discretion, before the issuance of
a new certificate, require the owner of a lost, stolen or destroyed
certificate, or the owner's legal representative, to make an affidavit or
affirmation setting forth such facts as to the loss, theft or destruction as
they deem necessary, and to give the Trust a bond in such reasonable sum as the
Trustees direct, in order to indemnify the Trust.

ARTICLE 7

TRANSFER OF SHARES

SECTION 7.1. Transfer Agents, Registrars, etc. As approved in Section
5.2(e) of the Declaration, the Trustees shall have the 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 the power to employ and compensate such dividend dispersing
agents, warrant agents and agents for 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 7.2. 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
6.1(m) of the Declaration. The Trust, or its transfer agents, shall be
authorized to

8
<PAGE> 13
refuse any transfer unless and until presentation of such evidence as may be
reasonably required to show that the requested transfer is proper.

SECTION 7.3 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.

ARTICLE 8

AMENDMENTS

SECTION 8.1. Bylaws Subject to Amendment. These Bylaws may be
altered, amended or repealed, in whole or in part, at any time by vote of the
holders of a majority of the Shares issued, outstanding and entitled to vote.
The Trustees, by vote of a Majority of the Trustees (unless a greater vote is
required by Section 2.8 hereof), may alter, amend or repeal these Bylaws, in
whole or in part, including Bylaws adopted by the Shareholders, except with
respect to any provision hereof which by law, the Declaration or these Bylaws
requires action by the Shareholders. Bylaws adopted by the Trustees may be
altered, amended or repealed by the Shareholders.

SECTION 8.2. Notice of Proposal to Amend Bylaws Required. No proposal
to amend or repeal these Bylaws or to adopt new Bylaws shall be acted upon at a
meeting unless either (i) such proposal is stated in the notice or in the
waiver of notice, as the case may be, of the meeting of the Trustees or
Shareholders at which such action is taken, or (ii) all of the Trustees or
Shareholders, as the case may be, are present at such meeting and all agree to
consider such proposal without protesting the lack of notice.

<PAGE> 1
EXHIBIT 4.1

NUMBER SHARES

__________ __________

VAN KAMPEN AMERICAN CAPITAL HIGH YIELD MUNICIPAL FUND

CLASS A

ORGANIZED AND EXISTING UNDER THE LAWS OF THE STATE OF DELAWARE

THIS CERTIFIES that is the owner of

*SEE REVERSE FOR CERTAIN DEFINITIONS
_________________

CUSIP 024904 30 2
_________________

fully paid and nonassessable shares of beneficial interest of the par value of
$0.01 per share of Van Kampen American Capital High Yield Municipal Fund,
transferable on the books of the Fund by the holder thereof 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.

WITNESS THE FACSIMILE SEAL OF THE FUND AND THE FACSIMILE SIGNATURES OF
ITS DULY AUTHORIZED OFFICERS.

Dated

[VAN KAMPEN AMERICAN CAPITAL
HIGH YIELD MUNICIPAL FUND
DELAWARE SEAL]

NORI L. GABERT DON G. POWELL
SECRETARY PRESIDENT

KC 002717

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

COUNTERSIGNED by ACCESS INVESTOR SERVICES, INC.
P.O. BOX 418256, KANSAS CITY, MO 64141-9256

TRANSFER AGENT

By
----------------------------------------------------
AUTHORIZED OFFICER

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

PLEASE DETACH AND DISCARD UNLESS CHANGES ARE REQUIRED

VAN KAMPEN AMERICAN CAPITAL HIGH YIELD MUNICIPAL FUND

NUMBER CLASS A SHARES
KC

ACCOUNT NO. ALPHA CODE DEALER NO. CONFIRM NO.

TRADE DATE CONFIRM DATE BATCH I.D. NO.

CHANGE NOTICE: IF THE ABOVE INFORMATION
IS INCORRECT OR MISSING, PLEASE PRINT
THE CORRECT INFORMATION BELOW, AND RETURN
TO:

ACCESS
P.O. BOX 418256
KANSAS CITY, MISSOURI 64141-9256

----------------------------------------
----------------------------------------
----------------------------------------
<PAGE> 2
- --------------------------------------------------------------------------------

REQUIREMENTS: THE SIGNATURE(S) TO THIS ASSIGNMENT MUST CORRESPOND WITH THE
NAME(S) AS WRITTEN UPON THE FACE OF THE CERTIFICATE IN EVERY PARTICULAR WITHOUT
ALTERATION OR ENLARGEMENT OR ANY CHANGE WHATEVER.

THE SIGNATURE(S) MUST BE GUARANTEED BY ONE OF THE FOLLOWING:

A BANK OR TRUST COMPANY; A BROKER/DEALER; A CREDIT UNION; A NATIONAL SECURITIES
EXCHANGE, REGISTERED SECURITIES ASSOCIATION OR CLEARING AGENCY; A SAVINGS AND
LOAN ASSOCIATION; OR A FEDERAL SAVINGS BANK.

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

For value received, hereby sell, assign and transfer unto

________________________________________________________________________________
(PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS OF ASSIGNEE)

________________________________________________________________________________

_________________________________________________________________________ Shares

of the Common Stock represented by the within Certificate, and do hereby

irrevocably constitute and appoint _____________________________________________

_______________________________________________________________________ Attorney

to transfer the said stock on the books of the within-named Corporation with

full power of substitution in the premises.

Dated, _________________________________________ 19 ______

__________________________________________________________________
Owner

__________________________________________________________________
Signature of Co-Owner, if any

IMPORTANT { BEFORE SIGNING, READ AND COMPLY CAREFULLY
{ WITH REQUIREMENTS PRINTED ABOVE.

SIGNATURE(S) guaranteed by:

________________________________________________________________________________

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

*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 UNIF GIFT MIN. ACT - ________ Custodian _________
in common (Cust) (Minor)
under Uniform Gifts to
TEN ENT - as tenants by Minors Act
the entireties
____________________________
JT TEN - as joint tenants (State)
with right of sur-
vivorship and not
as tenants in common

Additional abbreviations may also be used though not in the above list

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

________________________________________________________________________________
THIS SPACE MUST NOT BE COVERED IN ANY WAY

<PAGE> 1
EXHIBIT 4.2

NUMBER SHARES

__________ __________

VAN KAMPEN AMERICAN CAPITAL HIGH YIELD MUNICIPAL FUND

CLASS B

ORGANIZED AND EXISTING UNDER THE LAWS OF THE STATE OF DELAWARE

THIS CERTIFIES that is the owner of

*SEE REVERSE FOR CERTAIN DEFINITIONS
_________________

CUSIP 024904 30 2
_________________

WITNESS THE FACSIMILE SEAL OF THE FUND AND THE FACSIMILE SIGNATURES OF
ITS DULY AUTHORIZED OFFICERS.

Dated

[VAN KAMPEN AMERICAN CAPITAL
HIGH YIELD MUNICIPAL FUND
DELAWARE SEAL]

NORI L. GABERT DON G. POWELL
SECRETARY PRESIDENT

KC 002717

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

COUNTERSIGNED by ACCESS INVESTOR SERVICES, INC.
P.O. BOX 418256, KANSAS CITY, MO 64141-9256

TRANSFER AGENT

By
----------------------------------------------------
AUTHORIZED OFFICER

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

PLEASE DETACH AND DISCARD UNLESS CHANGES ARE REQUIRED

VAN KAMPEN AMERICAN CAPITAL HIGH YIELD MUNICIPAL FUND

NUMBER CLASS B SHARES
KC

ACCOUNT NO. ALPHA CODE DEALER NO. CONFIRM NO.

TRADE DATE CONFIRM DATE BATCH I.D. NO.

CHANGE NOTICE: IF THE ABOVE INFORMATION
IS INCORRECT OR MISSING, PLEASE PRINT
THE CORRECT INFORMATION BELOW, AND RETURN
TO:

ACCESS
P.O. BOX 418256
KANSAS CITY, MISSOURI 64141-9256

THE SIGNATURE(S) MUST BE GUARANTEED BY ONE OF THE FOLLOWING:

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

For value received, hereby sell, assign and transfer unto

________________________________________________________________________________
(PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS OF ASSIGNEE)

________________________________________________________________________________

_________________________________________________________________________ Shares

of the Common Stock represented by the within Certificate, and do hereby

irrevocably constitute and appoint _____________________________________________

_______________________________________________________________________ Attorney

to transfer the said stock on the books of the within-named Corporation with

full power of substitution in the premises.

Dated, _________________________________________ 19 ______

__________________________________________________________________
Owner

__________________________________________________________________
Signature of Co-Owner, if any

IMPORTANT { BEFORE SIGNING, READ AND COMPLY CAREFULLY
{ WITH REQUIREMENTS PRINTED ABOVE.

SIGNATURE(S) guaranteed by:

________________________________________________________________________________

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

*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:

Additional abbreviations may also be used though not in the above list

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

________________________________________________________________________________
THIS SPACE MUST NOT BE COVERED IN ANY WAY

<PAGE> 1
EXHIBIT 4.3

NUMBER SHARES

__________ __________

VAN KAMPEN AMERICAN CAPITAL HIGH YIELD MUNICIPAL FUND

CLASS C

ORGANIZED AND EXISTING UNDER THE LAWS OF THE STATE OF DELAWARE

THIS CERTIFIES that is the owner of

*SEE REVERSE FOR CERTAIN DEFINITIONS
_________________

CUSIP 024904 30 2
_________________

WITNESS THE FACSIMILE SEAL OF THE FUND AND THE FACSIMILE SIGNATURES OF
ITS DULY AUTHORIZED OFFICERS.

Dated

[VAN KAMPEN AMERICAN CAPITAL
HIGH YIELD MUNICIPAL FUND
DELAWARE SEAL]

NORI L. GABERT DON G. POWELL
SECRETARY PRESIDENT

KC 002717

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

COUNTERSIGNED by ACCESS INVESTOR SERVICES, INC.
P.O. BOX 418256, KANSAS CITY, MO 64141-9256

TRANSFER AGENT

By
----------------------------------------------------
AUTHORIZED OFFICER

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

PLEASE DETACH AND DISCARD UNLESS CHANGES ARE REQUIRED

VAN KAMPEN AMERICAN CAPITAL HIGH YIELD MUNICIPAL FUND

NUMBER CLASS C SHARES
KC

ACCOUNT NO. ALPHA CODE DEALER NO. CONFIRM NO.

TRADE DATE CONFIRM DATE BATCH I.D. NO.

CHANGE NOTICE: IF THE ABOVE INFORMATION
IS INCORRECT OR MISSING, PLEASE PRINT
THE CORRECT INFORMATION BELOW, AND RETURN
TO:

ACCESS
P.O. BOX 418256
KANSAS CITY, MISSOURI 64141-9256

THE SIGNATURE(S) MUST BE GUARANTEED BY ONE OF THE FOLLOWING:

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

For value received, hereby sell, assign and transfer unto

________________________________________________________________________________
(PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS OF ASSIGNEE)

________________________________________________________________________________

_________________________________________________________________________ Shares

of the Common Stock represented by the within Certificate, and do hereby

irrevocably constitute and appoint _____________________________________________

_______________________________________________________________________ Attorney

to transfer the said stock on the books of the within-named Corporation with

full power of substitution in the premises.

Dated, _________________________________________ 19 ______

__________________________________________________________________
Owner

__________________________________________________________________
Signature of Co-Owner, if any

IMPORTANT { BEFORE SIGNING, READ AND COMPLY CAREFULLY
{ WITH REQUIREMENTS PRINTED ABOVE.

SIGNATURE(S) guaranteed by:

________________________________________________________________________________

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

*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:

Additional abbreviations may also be used though not in the above list

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

________________________________________________________________________________
THIS SPACE MUST NOT BE COVERED IN ANY WAY

<PAGE> 1

EXHIBIT 5.1

INVESTMENT ADVISORY AGREEMENT

AGREEMENT made this 31st day of July, 1995, by and between VAN KAMPEN AMERICAN
CAPITAL TAX-EXEMPT TRUST, a Delaware business trust, hereinafter referred to as
the "TRUST," and VAN KAMPEN AMERICAN CAPITAL ASSET MANAGEMENT, INC., a Delaware
corporation, hereinafter referred to as the "ADVISER".

The TRUST and the ADVISER agree as follows:

1. Appointment

a. The TRUST hereby appoints the ADVISER to act as investment adviser to the
TRUST'S High Yield Municipal Fund and Insured Municipal Fund ("Initial Funds"),
for the period and on the terms set forth in this Agreement. The ADVISER
accepts such appointment and agrees to furnish the services herein set forth
for the compensation herein provided.

b. In the event that the TRUST establishes one or more portfolios other than
the Initial Funds with respect to which it desires to retain the ADVISER to act
as investment adviser hereunder, it shall notify the ADVISER in writing. If the
ADVISER is willing to render such services it shall notify the TRUST in writing
whereupon such portfolio shall become a Fund hereunder and the compensation
payable by such new portfolio to the ADVISER will be as agreed in writing at
the time.

2. Services Rendered and Expenses Paid by ADVISER

The ADVISER, subject to the control, direction and supervision of the TRUST's
Trustees and in conformity with applicable laws, the TRUST's Declaration of
Trust, Bylaws, registration statement, prospectus and the stated investment
objectives, policies and restrictions of each Fund, shall:

a. manage the investment and reinvestment of the TRUST's assets including, by
way of illustration, the evaluation of pertinent economic, statistical,
financial and other data, determination of the industries and companies to be
represented in each of the TRUST'S Funds, and formulation and implementation of
investment programs;

b. maintain a trading desk and place all orders for the purchase and sale of
portfolio investments for the account of each Fund of the TRUST with brokers or
dealers selected by the ADVISER;

c. conduct and manage the day-to-day operations of the TRUST including, by way
of illustration, the preparation of registration statements, prospectuses,
reports, proxy solicitation materials and amendments thereto, the furnishing of
legal services except for services provided by outside counsel to the TRUST
selected by the Trustees, and the supervision of the TRUST's Treasurer and the
personnel working under his direction; and

<PAGE> 2

d. furnish to the TRUST office space, facilities, equipment and personnel
adequate to provide the services described in paragraphs a., b., and c. above
and pay the compensation of each TRUST trustee and TRUST officer who is an
affiliated person of the ADVISER, except the compensation of the TRUST's
Treasurer and related expenses as provided below.

In performing the services described in paragraph b. above, the ADVISER shall
use its best efforts to obtain for the TRUST and each Fund the most favorable
price and execution available and shall maintain records adequate to
demonstrate compliance with this requirement. Subject to prior authorization by
the TRUST's Trustees of appropriate policies and procedures, the ADVISER may,
to the extent authorized by law, cause the TRUST to pay a broker or dealer that
provides brokerage and research services to the ADVISER an amount of commission
for effecting a portfolio investment transaction in excess of the amount of
commission another broker or dealer would have charged for effecting that
transaction. In the event of such authorization and to the extent authorized by
law the ADVISER shall not be deemed to have acted unlawfully or to have
breached any duty created by this Agreement or otherwise solely by reason of
such action.

Except as otherwise agreed, or as otherwise provided herein, the TRUST shall
pay, or arrange for others to pay, all its expenses other than those expressly
stated to be payable by the ADVISER hereunder, which expenses payable by the
TRUST shall include (i) interest and taxes; (ii) brokerage commissions and
other costs in connection with the purchase and sale of portfolio investments;
(iii) compensation of its trustees and officers other than those who are
affiliated persons of the ADVISER; (iv) compensation of its Treasurer,
compensation of personnel working under the Treasurer's direction, and expenses
of office space, facilities, and equipment used by the Treasurer and such
personnel in the performance of their normal duties for the TRUST which consist
of maintenance of the accounts, books and other documents which constitute the
record forming the basis for the TRUST's financial statements, preparation of
such financial statements and other TRUST documents and reports of a financial
nature required by federal and state laws, and participation in the production
of the TRUST's registration statement, prospectuses, proxy solicitation
materials and reports to shareholders; (v) fees of outside counsel to and of
independent accountants of the TRUST selected by the Trustees; (vi) custodian,
registrar and shareholder service agent fees and expenses; (vii) expenses
related to the repurchase or redemption of its shares including expenses
related to a program of periodic repurchases or redemptions; (viii) expenses
related to the issuance of its shares against payment therefor by or on behalf
of the subscribers thereto; (ix) fees and related expenses of registering and
qualifying the TRUST and its shares for distribution under state and federal
securities laws; (x) expenses of printing and mailing of registration
statements, prospectuses, reports, notices and proxy solicitation materials of
the TRUST; (xi) all other expenses incidental to holding meetings of the
TRUST's shareholders including proxy solicitations therefor; (xii) expenses for

2
<PAGE> 3

servicing shareholder accounts; (xiii) insurance premiums for fidelity coverage
and errors and omissions insurance; (xiv) dues for the TRUST's membership in
trade associations approved by the Trustees; and (xv) such nonrecurring
expenses as may arise, including those associated with actions, suits, or
proceedings to which the TRUST is a party and the legal obligation which the
TRUST may have to indemnify its officers and trustees with respect thereto. To
the extent that any of the foregoing expenses are allocated between the TRUST
and any other party, such allocations shall be pursuant to methods approved by
the Trustees.

3. Role of ADVISER

The ADVISER, and any person controlled by or under common control with the
ADVISER, shall be free to render similar services to others and engage in other
activities, so long as the services rendered to the TRUST are not impaired.

Except as otherwise required by the Investment Company Act of l940 any of the
shareholders, trustees, officers and employees of the TRUST may be a
shareholder, director, officer or employee of, or be otherwise interested in,
the ADVISER, and in any person controlled by or under common control with the
ADVISER, and the ADVISER, and any person controlled by or under common control
with the ADVISER, may have an interest in the TRUST.

Except as otherwise agreed, in the absence of willful misfeasance, bad faith,
negligence, or reckless disregard of obligations or duties hereunder on the
part of the ADVISER, the ADVISER shall not be subject to liability to the
TRUST, or to any shareholder of the TRUST, for any act or omission in the
course of, or connected with, rendering services hereunder or for any losses
that may be sustained in the purchase, holding or sale of any security.

4. Compensation Payable to ADVISER

The TRUST shall pay to the ADVISER, as compensation for the services rendered,
facilities furnished and expenses paid by the ADVISER, with respect to the
Funds set forth below, a monthly fee computed at the following annual rates:

.60% on the first $300 million of the TRUST's average daily net assets; .55% on
the next $300 million of the TRUST's average daily net assets; and .50% of any
excess over $600 million.

For purposes of this calculation, assets of such Funds shall be combined in
calculating the investment advisory fee. Each Fund shall bear its pro rata
share of such fee based upon its average daily net assets.

Average daily net assets shall be determined by taking the average of the net
assets for each business day during a given calendar month, calculated in the
manner provided in the TRUST's Declaration of Trust. Such fee shall be payable
for each calendar month as soon as practicable after the end of that month.

3
<PAGE> 4

The fees payable to the ADVISER by the TRUST pursuant to this Section 4 shall
be reduced by any commissions, tender solicitation and other fees, brokerage or
similar payments received by the ADVISER, or any other direct or indirect
majority owned subsidiary of VK/AC Holding, Inc., in connection with the
purchase and sale of portfolio investments of the TRUST, less any direct
expenses incurred by such person, in connection with obtaining such
commissions, fees, brokerage or similar payments. The ADVISER shall use its
best efforts to recapture all available tender offer solicitation fees and
exchange offer fees in connection with each of the TRUST's portfolio
transactions and shall advise the Trustees of any other commissions, fees,
brokerage or similar payments which may be possible for the ADVISER or any
other direct or indirect majority owned subsidiary of VK/AC Holding, Inc. to
receive in connection with the TRUST's portfolio transactions or other
arrangements which may benefit the TRUST.

In the event that the ordinary business expenses of the TRUST for any fiscal
year should exceed .95% of average daily net assets, the compensation due the
ADVISER for such fiscal year shall be reduced by the amount of such excess. The
ADVISER's compensation shall be so reduced by a reduction or a refund thereof,
at the time such compensation is payable after the end of each calendar month
during such fiscal year of the TRUST, and if such amount should exceed such
monthly compensation, the ADVISER shall pay the TRUST an amount sufficient to
make up the deficiency, subject to readjustment during the TRUST's fiscal year.
For purposes of this paragraph, all ordinary business expenses of the TRUST
include the investment advisory fee and other operating expenses paid by the
TRUST except (i) for interest and taxes; (ii) brokerage commissions; (iii) as a
result of litigation in connection with a suit involving a claim for recovery
by the TRUST; (iv) as a result of litigation involving a defense against a
liability asserted against the TRUST, provided that, if the ADVISER made the
decision or took the actions which resulted in such claim, it acted in good
faith without negligence or misconduct; (v) any indemnification paid by the
TRUST to its officers and trustees and the ADVISER in accordance with
applicable state and federal laws as a result of such litigation; (vi) amounts
paid to Van Kampen American Capital Distributors, Inc., the distributor of the
TRUST's shares, in connection with a distribution plan adopted by the TRUST's
Trustees pursuant to Rule 12b-1 under the Investment Company Act of 1940; and
(vii) insurance premiums paid by the Fund to insure the timely payment of
principal and interest on its portfolio obligations.

If the ADVISER shall serve for less than the whole of any month, the foregoing
compensation shall be prorated.

5. Books and Records

In compliance with the requirements of Rule 31a-3 under the 1940 Act, the
ADVISER hereby agrees that all records which it maintains for the TRUST are the
property of the TRUST and further agrees to surrender promptly to the TRUST any
of such records upon the TRUST's

4
<PAGE> 5

request. The ADVISER further agrees to preserve for the periods prescribed by
Rule 31a-2 under the 1940 Act the records required to be maintained by Rule
31a-1 under the Act.

6. Duration and Termination

This Agreement will become effective with respect to the initial Funds on the
date hereof, and with respect to any additional Funds, on the date of receipt
by the TRUST of notice from the ADVISER in accordance with Section 1(b) hereof
that the ADVISER is willing to serve as investment adviser with respect to such
Fund, provided that this Agreement (as supplemented by the terms specified in
any notice and agreement pursuant to Section 1(b) hereof) shall have been
approved by the shareholders of each Fund subject to this Agreement, in
accordance with the requirements under the 1940 Act, and, unless sooner
terminated as provided herein, shall continue in effect for an initial period
of two years. Thereafter, if not terminated, this Agreement shall continue in
effect as to a particular Fund for successive periods of twelve months each,
provided such continuance is specifically approved at least annually, (a) by
the vote of a majority of those members of the TRUST's Trustees who are not
interested persons of any party to this Agreement, cast in person at a meeting
called for the purpose of voting on such approval, and (b) by the TRUST's
Trustees or by vote of a majority of the outstanding voting securities of such
Fund. Not withstanding the foregoing, this Agreement may be terminated as to
any Fund at any time, without the payment of any penalty, by the TRUST (by vote
of the TRUST's Trustees or by vote of a majority of the outstanding voting
securities of such Fund), or by the ADVISER, on sixty days' written notice.
This Agreement will immediately terminate in the event of its assignment.

7. Miscellaneous Provisions

For the purposes of this Agreement, the terms "affiliated person,"
"assignment," "interested person," and "majority of the outstanding voting
securities" shall have their respective meanings defined in the Investment
Company Act of l940 (the "1940 Act") and the Rules and Regulations thereunder,
subject, however, to such exemptions as may be granted to either the ADVISER or
the TRUST by the Securities and Exchange Commission, or such interpretive
positions as may be taken by the Commission or its staff, under said Act, and
the term "brokerage and research services" shall have the meaning given in the
Securities Exchange Act of l934 and the Rules and Regulations thereunder.

It is understood and agreed that the ADVISER may engage a subadviser to assist
it in the performance of its duties hereunder.

The execution of this Agreement has been authorized by the Trust's Trustees and
by the sole shareholder. This Agreement is executed on behalf of the Trust or
the Trustees of the Trust as Trustees and not individually and that the
obligations of this Agreement are not binding upon any of the Trustees,
officers or shareholders of the Trust individually but are binding only upon
the assets and

5
<PAGE> 6
property of the Trust. The TRUST is composed of multiple Portfolios. All
obligations of the TRUST under this Agreement shall apply only on a Fund by
Fund basis and the assets of one Fund shall not be liable for the obligations
of any other Fund. A Certificate of Trust in respect of the fund is on file
with the Secretary of the State of Delaware.

The parties hereto each have caused this Agreement to be signed in duplicate on
its behalf by its duly authorized officer on the above date.

VAN KAMPEN AMERICAN CAPITAL TAX-EXEMPT TRUST

By /s/ NORI L. GABERT
--------------------------------------

Name: Nori L. Gabert
-----------------------------------

Its: Vice President
------------------------------------

VAN KAMPEN AMERICAN CAPITAL ASSET MANAGEMENT, INC.

By /s/ HUEY P. FALGOUT, JR.
--------------------------------------

Name: Huey P. Falgout, Jr.
-----------------------------------

Its: Vice President
-----------------------------------

<PAGE> 1

EXHIBIT 5.2

VAN KAMPEN AMERICAN CAPITAL TAX-EXEMPT TRUST -
HIGH YIELD MUNICIPAL FUND
SUBADVISORY AGREEMENT

THIS AGREEMENT is made this 31st day of July, 1995, by and between VAN KAMPEN
AMERICAN CAPITAL ASSET MANAGEMENT, INC., a Delaware corporation (the "Adviser")
and VAN KAMPEN AMERICAN CAPITAL ADVISORS, INC., a Delaware corporation (the
"Subadviser").

WHEREAS, Van Kampen American Capital Tax-Exempt Trust (the "Trust") is
registered under the Investment Company Act of 1940, as amended (the "Act"), as
an open-end, diversified management investment company, consisting of multiple
series of investment portfolios;

WHEREAS, the Adviser is registered under the Investment Advisers Act of 1940,
as amended, as an investment adviser and engages in the business of acting as
an investment adviser;

WHEREAS, the Subadviser is registered under the Investment Advisers Act of
1940, as amended, as an investment adviser;

WHEREAS, the Agreement and Declaration of Trust authorizes the Trustees of the
Trust to classify or reclassify authorized but unissued shares of the Trust,
and as of the date of this Agreement, the Trust's Trustees have authorized the
issuance of two series of shares representing interests in two investment
portfolios--the Insured Municipal Fund and the High Yield Municipal Fund (such
portfolios and any other portfolios hereafter added to the Trust being referred
to collectively herein as the "Funds");

WHEREAS, the Adviser has entered into an Investment Advisory Agreement dated
July 31, 1995, with the Trust (the "Investment Advisory Agreement"), pursuant to
which the Adviser shall act as investment adviser with respect to the
Portfolios; and

WHEREAS, the securities sought for the investment portfolio of the High Yield
Municipal Fund (the "Fund") are sold in a highly specialized market and the
Adviser is desirous to engage a subadviser in an effort to improve its access
to that market and enhance its ability to acquire investment securities that
meet the Fund's investment objectives;

WHEREAS, the Adviser wishes to retain the Subadviser for purposes of rendering
such advisory services to the Adviser in connection with the Fund upon the
terms and conditions hereinafter set forth;

NOW, THEREFORE, in consideration of the mutual covenants herein contained and
other good and valuable consideration, the receipt whereof is hereby
acknowledged, the parties hereto agree as follows:

1. Appointment of Subadviser. The Adviser hereby appoints the
<PAGE> 2
Subadviser to render investment research and advisory services to the Adviser
with respect to the Fund, under the supervision of the Adviser and subject to
the approval and direction of the Trust's Trustees, and the Subadviser hereby
accepts such appointment, all subject to the terms and conditions contained
herein.

2. Investment Analysis. The duties of the Subadviser shall include:

a. obtaining and evaluating pertinent information about significant
developments and economic, statistical and financial data, domestic, foreign or
otherwise, whether affecting the economy generally or the Fund, and whether
concerning the individual issuers whose securities are included in the Fund or
the activities in which such issuers engage, or with respect to securities
which the Subadviser considers desirable for inclusion in the Fund's investment
portfolio;

b. determining which issuers and securities shall be represented in the Fund's
investment portfolio and regularly reporting thereon to the Adviser and, at the
request of the Adviser, to the Trust's Trustees; and

c. formulating and implementing continuing programs for the purchases and
sales of the securities of such issuers and regularly reporting thereon to the
Adviser and, at the request of the Adviser, to the Trust's Trustees.

3. Control by Trustees. Any investment program undertaken by the Subadviser
pursuant to this Agreement, as well as any other activities undertaken by the
Subadviser with respect to the Fund, shall at all times be subject to any
directives of the Trust's Trustees.

4. Compliance with Applicable Requirements. In carrying out its obligations
under this Agreement, the Subadviser shall at all times conform to:

a. all applicable provisions of the Act and any rules and regulations adopted
thereunder;

b. the provisions of the registration statement of the Trust, as the same may
be amended from time to time, under the Securities Act of 1933 and the Act;

c. the provisions of the Investment Advisory Agreement;

d. the provisions of the Agreement and Declaration of Trust of the Trust, as
the same may be amended from time to time;

2
<PAGE> 3
e. the provisions of the by-laws of the Trust, as the same may be amended from
time to time; and

f. any other applicable provisions of state or federal law.

5. Compensation. The Adviser shall pay the Subadviser, as compensation for
services rendered hereunder, an annual fee, payable monthly, which for the
initial one-year term of this Agreement shall be paid according to the
following fee schedule: 0.40% of the first $20 million of the Fund's average
daily net assets, 0.25% of the next $30 million of the Fund's average daily net
assets and 0.15% of the excess over $50 million of the Fund's average daily net
assets. The average daily net assets of the Fund shall be determined by taking
the average of the net assets for each business day during a given calendar
month, calculated in the manner provided in the Trust's Agreement and
Declaration of Trust. After the termination of the initial term of this
Agreement, such fee schedule shall be subject to annual adjustment concurrently
with renewal of this Agreement for an additional one-year term. Each annual
renewal shall be deemed to be at the fee schedule in effect immediately prior
to the expiration of the most recent term unless a new fee schedule is set
prior to renewal in writing signed by the Adviser and the Subadviser, in which
case the renewal will be deemed to be at the fee schedule set forth in such
writing.

6. Expenses of the Fund. All of the ordinary business expenses incurred in the
operations of the Fund and the offering of its shares shall be borne by the
Fund unless specifically provided otherwise in the Investment Advisory
Agreement.

7. Non-Exclusivity. The services of the Subadviser to the Adviser with respect
to the Trust and the Fund are not to be deemed to be exclusive, and the
Subadviser shall be free to render investment advisory and administrative or
other services to others (including other investment companies) and to engage
in other activities. It is understood and agreed that officers or directors of
the Subadviser may serve as officers or directors/trustees of the Adviser or of
the Trust, and that officers or directors/trustees of the Adviser or of the
Trust may serve as officers or directors of the Subadviser to the extent
permitted by law; and that the officers and directors of the Subadviser are not
prohibited from engaging in any other business activity or from rendering
services to any other person, or from serving as partners, officers, directors
or trustees of any other firm or trust, including other investment advisory
companies.

8. Term and Approval. This Agreement shall have an initial term of two years
and may be continued from year to year thereafter, provided that the
continuation of the Agreement is specifically approved at least annually:

a. (i) by the Trust's Trustees or (ii) by the vote of "a majority

3
<PAGE> 4
of the outstanding voting securities" of the Fund (as defined in Section
2(a)(42) of the Act); and

b. by the affirmative vote of a majority of the trustees who are not parties
to this Agreement or "interested persons" (as defined in the Act) of a party to
this Agreement (other than as Trustees of the Trust), by votes cast in person
at a meeting specifically called for such purpose.

9. Termination. This Agreement may be terminated as to the Fund at any time,
without the payment of any penalty, by vote of the Trust's Trustees or by vote
of a majority of the Fund's outstanding voting securities, or by the Adviser,
or by the Subadviser on sixty (60) days' written notice to the other party and
to the Trust. The notice provided for herein may be waived by either party.
This Agreement shall automatically terminate in the event of its assignment,
the term "assignment" for purposes of this paragraph having the meaning defined
in Section 2(a)(4) of the Act.

10. Liability of Subadviser. In the absence of willful misfeasance, bad faith,
gross negligence or reckless disregard of obligations or duties hereunder on
the part of the Subadviser or any of its officers, directors or employees, the
Subadviser shall not be subject to liability to the Adviser for any act or
omission in the course of, or connected with, rendering services hereunder or
for any losses that may be sustained in the purchase, holding or sale of any
security.

11. Notices. Any notices under this Agreement shall be in writing, addressed
and delivered or mailed postage paid to such address as may be designated for
the receipt of such notice, with a copy to the Trust. Until further notice, it
is agreed that the address of the Trust, that of the Adviser and that of the
Subadviser shall be 2800 Post Oak Blvd., Houston, Texas 77056.

12. Questions of Interpretation. Any question of interpretation of any term or
provision of this Agreement having a counterpart in or otherwise derived from a
term or provision of the Act shall be resolved by reference to such term or
provision of the Act and to interpretations thereof, if any, by the United
States courts or in the absence of any controlling decision of any such court,
by rules, regulations or orders of the Securities and Exchange Commission
issued pursuant to the Act. In addition, where the effect of a requirement of
the Act reflected in any provision of the Agreement is revised by rule,
regulation or order of the Securities and Exchange Commission, such provision
shall be deemed to incorporate the effect of such rule, regulation or order.

13. Miscellaneous Provisions

The execution of this Agreement has been authorized by the Trust's Trustees and
by the sole shareholder. This Agreement is executed

4
<PAGE> 5
on behalf of the Trust or the Trustees of the TRUST as Trustees and not
individually and that the obligations of this Agreement are not binding upon
any of the Trustees, officers or shareholders of the TRUST individually but are
binding only upon the assets and property of the TRUST. A Certificate of Trust
in respect of the Fund is on file with the Secretary of State of Delaware.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed in duplicate by their respective officers on the day and year first
written above.

VAN KAMPEN AMERICAN CAPITAL ASSET MANAGEMENT, INC.

By: /s/ NORI L. GABERT
-------------------------------------

Name: Nori L. Gabert
-----------------------------------

Its: Vice President
------------------------------------

VAN KAMPEN AMERICAN CAPITAL ADVISORS, INC.

By: /s/ HUEY P. FALGOUT, JR.
-------------------------------------

Name: Huey P. Falgout, Jr.
-----------------------------------

Its: Vice President
------------------------------------

<PAGE> 1

EXHIBIT 6.1

UNDERWRITING AGREEMENT
between
VAN KAMPEN AMERICAN CAPITAL TAX-EXEMPT TRUST
and
VAN KAMPEN AMERICAN CAPITAL DISTRIBUTORS, INC.

THIS AGREEMENT made this 31st day of July, 1995, by and between VAN KAMPEN
AMERICAN CAPITAL TAX-EXEMPT TRUST, a Delaware business trust, hereinafter
referred to as the "Fund", and VAN KAMPEN AMERICAN CAPITAL DISTRIBUTORS, INC., a
Delaware corporation, hereinafter referred to as the "Underwriter".

WHEREAS, the Fund proposes to issue its shares in three classes; Class A, Class
B and Class C, all as described in the Fund's current prospectus at the time of
sale;

W I T N E S S E T H:

In consideration of the mutual covenants herein contained and other good and
valuable consideration, the receipt whereof is hereby acknowledged, the parties
hereto agree as follows:

FIRST: The Fund hereby appoints the Underwriter as its exclusive agent for the
sale of shares of the Fund to the public through investment dealers in the
United States and throughout the world.

SECOND: The Fund shall not sell any of its shares except through the
Underwriter and under the terms and conditions set forth in paragraph FOURTH
below. Notwithstanding the provisions of the foregoing sentence, however,

(A) the Fund may issue its shares to any other investment company or personal
holding company, or to the shareholders thereof, in exchange for all or a
majority of the shares or assets of any such company;

(B) the Fund may issue its shares at net asset value to any shareholder of the
Fund purchasing such shares with dividends or other cash distributions received
from the Fund pursuant to an offer made to all shareholders; and

THIRD: The Underwriter hereby accepts appointment as exclusive agent for the
sale of all class of shares of the Fund and agrees that it will use its best
efforts to sell such shares; provided, however, that:

(A) the Underwriter may, and when requested by the Fund shall, suspend its
efforts to effectuate sales for any or all classes of shares of the Fund or
limit such sales efforts to existing

1
<PAGE> 2

shareholders of the Fund at any time when, in the opinion of the Underwriter,
after consultation with the investment adviser to the Fund, or in the opinion of
the Fund, sales efforts should be limited or suspended because of market or
other economic considerations (including a determination by the Fund's
investment adviser that it would be in the best interests of existing
shareholders of the Fund to suspend sales of shares of the Fund or limit such
sales to existing shareholders of the Fund) or abnormal circumstances of any
kind;

(B) upon the limiting or suspension of sales efforts by the Underwriter
pursuant to clause (A) above, the Fund may in its discretion suspend the sale of
shares through the Underwriter or limit such sales to existing shareholders of
the Fund; and

(C) the Fund may withdraw the offering of its shares (i) at any time with the
consent of the Underwriter, or (ii) without such consent when so required by the
provisions of any statute or of any order, rule or regulation of any
governmental body having jurisdiction. It is mutually understood and agreed
that the Underwriter does not undertake to sell any specific amount of shares of
the Fund. The Fund shall have the right to specify minimum amounts for initial
and subsequent orders for the purchase of shares.

FOURTH: The offering price of shares of the Fund (the "offering price") shall
be the net asset value per share plus, in the case of Class A shares, any
applicable initial sales charge. Net asset value per share shall be determined
in the manner provided in the then current prospectus of the Fund. The sales
charge for shares of each Portfolio shall be established by the Underwriter.
The Underwriter may designate a scale of reducing sales charges on the basis of
the value of shares purchased or owned in accordance with Rule 22d-1 under the
Investment Company Act of 1940 (the "Act"). Included in the scale of reducing
sales charges may be a level at which no sales charges are added to the net
asset value in computing the public offering price. The Underwriter may also
designate eliminations of sales charges to particular classes of investors or
transactions in accordance with Rule 22d-1, provided such eliminations are
approved by the Fund and described in the prospectus. The Fund shall allow,
directly to investment dealers through whom shares of the Fund are sold, such
portion of the sales charge as may be payable to them and specified by the
Underwriter up to, but not exceeding, the amount of the total sales charge. The
difference between any portion of the sales charge so payable to investment
dealers and the total sales charges included in the offering price shall be paid
to the Underwriter.

The offering price of Class B and Class C shares of the Fund shall be the net
asset value per share without an initial sales charge. However, the Fund agrees
that the Underwriter shall impose certain contingent deferred sales charges in
connection with the redemption

2
<PAGE> 3

of Class B and Class C shares of the Fund, not to exceed a specified percentage
of the original purchase price of the shares as from time to time set forth in
the prospectus of the Fund. The Underwriter may retain (or receive from the
Fund, as the case may be) all of such contingent deferred sales charges. Net
asset value per share shall be determined in the manner provided in the then
current prospectus of the Fund. The Underwriter may designate eliminations of
contingent deferred sales charges to particular classes of investors or
transactions in accordance with Rule 22d-1 provided such eliminations are
approved by the Fund and described in the prospectus. The Underwriter proposes
to pay to investment dealers through whom Class B and Class C shares of the
Company are sold a dealer commission of a specified percentage of the purchase
price of Class B and Class C shares purchased through them and as from time to
time set forth in the prospectus of the Fund.

The Underwriter shall act as agent of the Fund in connection with the sale and
repurchase of shares of the Fund. Except with respect to such sales and
repurchases, the Underwriter shall act as principal in all matters relating to
the promotion of the sale of shares of the Fund and shall enter into all of its
own engagements, agreements and contracts as principal on its own account. The
Underwriter shall enter into selling group agreements with investment dealers
selected by the Underwriter, authorizing such investment dealers to offer and
sell shares of the Fund to the public upon the terms and conditions set forth
therein, which shall not be inconsistent with the provisions of this Agreement.
Each selling group agreement shall provide that the investment dealer shall act
as a principal, and not as an agent of the Fund.

FIFTH: The Underwriter shall bear

(A) the expenses of printing from the final proof and distributing registration
statements and prospectuses relating to public offerings made by the Underwriter
pursuant to this Agreement and annual and semi-annual shareowner reports used as
sales literature (not, however, including typesetting costs), as well as all
printing and distribution costs of any other sales literature used by the
Underwriter or furnished by the Underwriter to dealers in connection with such
public offerings except as otherwise agreed by the Trustees;

(B) expenses of advertising in connection with such public offerings except as
otherwise agreed by the Trustees; and

SIXTH: The Underwriter will accept orders for shares of the Fund only to the
extent of purchase orders actually received and not in excess of such orders,
and it will not avail itself of any opportunity of making a profit by expediting
or withholding orders.

3
<PAGE> 4

SEVENTH:

(A) The Fund and the Underwriter shall each comply with all applicable
provisions of the Act, the Securities Act of 1933 (the "Securities Act") and of
all other federal and state laws, rules and regulations governing the issuance
and sale of shares of the Fund.

(B) The Fund agrees to indemnify the Underwriter against any and all claims,
demands, liabilities and expenses which the Underwriter may incur under the
Securities Act, or common law or otherwise, arising out of or based upon any
alleged untrue statement of a material fact contained in any registration
statement or prospectus of the Fund, or any omission to state a material fact
therein, the omission of which makes any statement contained therein misleading,
unless such statement or omission was made in reliance upon, and in conformity
with, information furnished to the Fund in connection therewith by or on behalf
of the Underwriter.

(C) The Underwriter agrees to indemnify the Fund against any and all claims,
demands, liabilities and expenses which the Fund may incur arising out of or
based upon any act or deed of the Underwriter or its sales representatives which
has not been authorized by the Fund in its prospectus or in this Agreement. The
Underwriter agrees to indemnify the Fund against any and all claims, demands,
liabilities and expenses which the Fund may incur under the Securities Act, or
common law or otherwise, arising out of or based upon any alleged untrue
statement of a material fact contained in any registration statement or
prospectus of the Fund, or any omission to state a material fact therein if such
statement or omission was made in reliance upon, and in conformity with,
information furnished to the Fund in connection therewith by or on behalf of the
Underwriter.

(D) The Underwriter agrees to indemnify the Fund against any and all claims,
demands, liabilities and expenses which the Fund may incur under the Securities
Act, or common law or otherwise, arising out of or based upon any alleged untrue
statement of a material fact contained in any prospectus of the Fund prepared
for use under Rule 482 of the Securities Act, or any omission to state a
material fact therein.

EIGHTH: Nothing herein contained shall require the Fund to take any action
contrary to any provision of its Declaration of Trust or to any applicable
statute or regulation.

NINTH: This Agreement shall become effective on the date hereof, shall have an
initial term of two years from the date hereof, and shall continue in force and
effect from year to year thereafter, provided, that such continuance is
specifically approved at least annually (a)(i) by the Trustees of the Fund, or
(ii) by vote of a majority of the Fund's outstanding voting securities (as
defined in

4
<PAGE> 5

Section 2(a)(42) of the Act); and (b) by vote of a majority of the Fund's
Trustees who are not parties to this Agreement or interested persons (as defined
in Section 2 (a)(19) of the Act) of any party to this Agreement, cast in person
at a meeting called for the purpose of voting on such approval.

TENTH:

(A) This Agreement may be terminated at any time, without the payment of any
penalty, by vote of the Trustees of the Fund or by vote of a majority of the
outstanding voting securities of the Fund, or by the Underwriter, on sixty days
written notice to the other party.

(B) This Agreement shall automatically terminate in the event of its assignment
(as defined in Section 2(a)(4) of the Act).

ELEVENTH: Any notice under this Agreement shall be in writing, addressed and
delivered, or mailed, postage paid, 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 party, it is agreed that the address of the Fund shall be 2800 Post
Oak Boulevard, Houston, Texas 77056 and the address of the Underwriter shall be
One Parkview Plaza, Oakbrook Terrace, Illinois 60181.

TWELFTH: This Agreement is executed on behalf of the Fund or the Trustees of
the FUND as Trustees and not individually and that the obligations of this
Agreement are not binding upon any of the Trustees, officers or shareholders of
the FUND individually but are binding only upon the assets and property of the
FUND. A Certificate of Trust in respect of the Fund is on file with the
Secretary of the State of Delaware.

IN WITNESS WHEREOF, the parties have caused this Agreement to be executed in
duplicate on the day and year first above written.

VAN KAMPEN AMERICAN CAPITAL DISTRIBUTORS, INC.

By: /s/ DON G. POWELL
----------------------------------

Name: Don G. Powell
--------------------------------

Its: Chief Executive Officer
---------------------------------

VAN KAMPEN AMERICAN CAPITAL TAX-EXEMPT TRUST

By: /s/ NORI L. GABERT
----------------------------------

Name: Nori L. Gabert
--------------------------------

Its: Vice President
---------------------------------

<PAGE> 1
EXHIBIT 8.2

TRANSFER AGENCY AND SERVICE AGREEMENT

AGREEMENT made as of the 31st day of July, 1995 by and between each
of the VAN KAMPEN AMERICAN CAPITAL OPEN END FUNDS set forth on Schedule "A"
hereto, which are organized under the laws of the state and as the entities set
forth in Schedule "A" hereto, having their principal office and place of
business at Houston, Texas (collectively, the "Funds"), and ACCESS INVESTOR
SERVICES, INC., a Delaware corporation, having its principal office at Houston,
Texas, and its principal place of business at Kansas City, Missouri ("ACCESS").

R E C I T A L:

WHEREAS, each of the Funds desires to appoint ACCESS as its transfer
agent, dividend disbursing agent and shareholder service agent and ACCESS
desires to accept such appointments;

NOW, THEREFORE, in consideration of the mutual covenants herein
contained, the parties hereto agree as follows:

ARTICLE 1. TERMS OF APPOINTMENT; DUTIES OF ACCESS.

1.01 Subject to the terms and conditions set forth in this
Agreement, each of the Funds hereby employs and appoints ACCESS as its transfer
agent, dividend disbursing agent and shareholder service agent.

1.02 ACCESS hereby accepts such employment and appointments and
agrees that on and after the effective date of this Agreement it will act as
the transfer agent, dividend disbursing agent and shareholder service agent for
each of the Funds on the terms and conditions set forth herein.

1.03 ACCESS agrees that its duties and obligations hereunder will
be performed in a competent, efficient and workmanlike manner with due
diligence in accordance with reasonable industry practice, and that the
necessary facilities, equipment and personnel for such performance will be
provided.

1.04 In order to assure compliance with section 1.03 and to
implement a cooperative effort to improve the quality of transfer agency and
shareholder services received by each of the Funds and its shareholders,

1
<PAGE> 2
ACCESS agrees to provide and maintain quantitative performance objectives,
including maximum target turn-around times and maximum target error rates, for
the various services provided hereunder. ACCESS also agrees to provide a
reporting system designed to provide the Board of Trustees or Board of
Directors of each of the Funds (the "Board") on a quarterly basis with
quantitative data comparing actual performance for the period with the
performance objectives. The foregoing procedures are designed to provide a
basis for continuing monitoring by the Board of the quality of services
rendered hereunder.

ARTICLE 2. FEES AND EXPENSES.

2.01 For the services to be performed by ACCESS pursuant to this
Agreement, each of the Funds agrees to pay ACCESS the fees provided in the fee
schedules agreed upon from time to time by each of the Funds and ACCESS.

2.02 In addition to the amounts paid under section 2.01 above, each
of the Funds agrees to reimburse ACCESS promptly for such Fund's reasonable
out-of-pocket expenses or advances paid on its behalf by ACCESS in connection
with its performance under this Agreement for postage, freight, envelopes,
checks, drafts, continuous forms, reports and statements, telephone, telegraph,
costs of outside mailing firms, necessary outside record storage costs, media
for storage of records (e.g., microfilm, microfiche and computer tapes) and
printing costs incurred due to special requirements of such Fund. In addition,
any other special out-of-pocket expenses paid by ACCESS at the specific request
of any of the Funds will be promptly reimbursed by the requesting Fund.
Postage for mailings of dividends, proxies, Fund reports and other mailings to
all shareholder accounts shall be advanced to ACCESS by the concerned Fund
three business days prior to the mailing date of such materials.

ARTICLE 3. REPRESENTATIONS AND WARRANTIES OF ACCESS.

ACCESS represents and warrants to each of the Funds that:

3.01 It is a corporation duly organized and existing and in good
standing under the laws of the State of Delaware.

3.02 It is duly qualified to carry on its business in the states of
Texas and Missouri.

3.03 It is empowered under applicable laws and by its charter and
bylaws to enter into and perform this Agreement.

2
<PAGE> 3
3.04 All requisite corporate proceedings have been taken to
authorize it to enter into and perform this Agreement.

3.05 It has and will continue to have during the term of this
Agreement access to the necessary facilities, equipment and personnel to
perform its duties and obligations hereunder.

3.06 It will maintain a system regarding "as of" transactions as
follows:

(a) Each "as of" transaction effected at a price other
than that in effect on the day of processing for which an estimate has
not been given to any of the affected Funds and which is necessitated
by ACCESS' error, or delay for which ACCESS is responsible or which
could have been avoided through the exercise of reasonable care, will
be identified, and the net effect of such transactions determined, on
a daily basis for each such Fund.

(b) The cumulative net effect of the transactions
included in paragraph (a) above will be determined each day throughout
each month. If, on any day during the month, the cumulative net
effect upon any Fund is negative and exceeds an amount equivalent to
1/2 of 1 cent per share of such Fund, ACCESS shall promptly make a
payment to such Fund (in cash or through use of a credit as described
in paragraph (c) below) in such amount as necessary to reduce the
negative cumulative net effect to less than 1/2 of 1 cent per share of
such Fund. If on the last business day of the month the cumulative
net effect (adjusted by the amount of any payments pursuant to the
preceding sentence) upon any Fund is negative, such Fund shall be
entitled to a reduction in the monthly transfer agency fee next
payable by an equivalent amount, except as provided in paragraph (c)
below. If on the last business day of the month the cumulative net
effect (similarly adjusted) upon any Fund is positive, ACCESS shall be
entitled to recover certain past payments and reductions in fees, and
to a credit against all future payments and fee reductions made under
this paragraph to such Fund, as described in paragraph (c) below.

(c) At the end of each month, any positive cumulative net
effect upon any Fund shall be deemed to be a credit to ACCESS which
shall first be applied to recover any payments and fee reductions made
by ACCESS to such Fund under paragraph (b) above during the calendar
year by increasing the amount of the monthly transfer agency fee next
payable in an amount equal to prior payments and fee

3
<PAGE> 4
reductions made during such year, but not exceeding the sum of that
month's credit and credits arising in prior months during such year to
the extent such prior credits have not previously been utilized as
contemplated by this paragraph (c). Any portion of a credit to ACCESS
not so used shall remain as a credit to be used as payment against the
amount of any future negative cumulative net effects that would
otherwise require a payment or fee reduction to such Fund pursuant to
paragraph (b) above.

ARTICLE 4. REPRESENTATIONS AND WARRANTIES OF THE FUNDS.

Each of the Funds hereby represents and warrants on behalf of
itself only and not any other Funds that are a party to this Agreement that:

4.01 It is duly organized and existing and in good standing under
the laws of the commonwealth or state set forth in Schedule "A" hereto.

4.02 It is empowered under applicable laws and regulations and by
its Declaration of Trust or Articles of Incorporation and by-laws to enter into
and perform this Agreement.

4.03 All requisite proceedings have been taken by its Board to
authorize it to enter into and perform this Agreement.

4.04 It is an open-end, diversified, management investment company
registered under the Investment Company Act of 1940, as amended.

4.05 A registration statement under the Securities Act of 1933, as
amended, is currently effective and will remain effective, and appropriate
state securities laws filings have been made and will continue to be made, with
respect to all of its shares being offered for sale.

ARTICLE 5. INDEMNIFICATION.

5.01 ACCESS shall not be responsible for and each of the Funds
shall indemnify and hold ACCESS harmless from and against any and all losses,
damages, costs, charges, reasonable counsel fees, payments, expenses and
liabilities arising out of or attributable to:

4
<PAGE> 5
(a) All actions of ACCESS required to be taken by ACCESS
for the benefit of such Fund pursuant to this Agreement, provided
ACCESS has acted in good faith with due diligence and without
negligence or willful misconduct.

(b) The reasonable reliance by ACCESS on, or reasonable
use by ACCESS of, information, records and documents which have been
prepared or maintained by or on behalf of such Fund or have been
furnished to ACCESS by or on behalf of such Fund.

(d) The offer or sale of such Fund's shares in violation
of any requirement under the federal securities laws or regulations or
the securities laws or regulations of any state or in violation of any
stop order or other determination or ruling by any federal agency or
any state with respect to the offer or sale of such shares in such
state unless such violation results from any failure by ACCESS to
comply with written instructions of such Fund that no offers or sales
of such Fund's shares be made in general or to the residents of a
particular state.

(e) Such Fund's refusal or failure to comply with the
terms of this Agreement, or such Fund's lack of good faith, negligence
or willful misconduct or the breach of any representation or warranty
of such Fund hereunder.

5.02 ACCESS shall indemnify and hold each of the Funds harmless
from and against any and all losses, damages, costs, charges, reasonable
counsel fees, payments, expenses and liability arising out of or attributable
to ACCESS' refusal or failure to comply with the terms of this Agreement, or
ACCESS' lack of good faith, negligence or willful misconduct, or the breach of
any representation or warranty of ACCESS hereunder.

5.03 At any time ACCESS may apply to any authorized officer of any
of the Funds for instructions, and may consult with any of the Funds' legal
counsel, at the expense of such concerned Fund, with respect to any matter
arising in connection with the services to be performed by ACCESS under this
Agreement, and ACCESS shall not be liable and shall be indemnified by such
concerned Fund for any action taken or omitted by it in good faith in
reasonable reliance upon such instructions or upon the opinion of such counsel.
ACCESS shall be protected and

5
<PAGE> 6
indemnified in acting upon any paper or document reasonably believed by ACCESS
to be genuine and to have been signed by the proper person or persons and shall
not be held to have notice of any change of authority of any person, until
receipt of written notice thereof from the concerned Fund. ACCESS shall also
be protected and indemnified in recognizing stock certificates which ACCESS
reasonably believes to bear the proper manual or facsimile signatures of the
officers of the concerned Fund, and the proper countersignature of any former
transfer agent or registrar, or of a co-transfer agent or co-registrar.

5.04 In the event any party is unable to perform its obligations
under the terms of this Agreement because of acts of God, strikes, equipment or
transmission failure or damage, or other causes reasonably beyond its control,
such party shall not be liable for damages to the other for any damages
resulting from such failure to perform or otherwise from such causes.

5.05 In no event and under no circumstances shall any party to this
Agreement be liable to another party for consequential damages under any
provision of this Agreement or for any act or failure to act hereunder.

5.06 In order that the indemnification provisions contained in this
Article 5 shall apply, upon the assertion of a claim for which one party may be
required to indemnify another, the party seeking indemnification shall promptly
notify the other party of such assertion, and shall keep the other party
advised with respect to all developments concerning such claim. The party who
may be required to indemnify shall have the option to participate with the
party seeking indemnification in the defense of such claim. The party seeking
indemnification shall in no case confess any claim or make any compromise in
any case in which the other party may be required to indemnify it except with
the other party's prior written consent.

ARTICLE 6. COVENANTS OF EACH OF THE FUNDS AND ACCESS.

6.01 Each of the Funds shall promptly furnish to ACCESS the
following:

(a) Certified copies of the resolution of its Board
authorizing the appointment of ACCESS and the execution and delivery
of this Agreement.

(b) Certified copies of its Declaration of Trust or
Articles of Incorporation and by-laws and all amendments thereto.

6
<PAGE> 7
6.02 ACCESS hereby agrees to maintain facilities and procedures
reasonably acceptable to each of the Funds for safekeeping of share
certificates, check forms and facsimile signature imprinting devices, if any;
and for the preparation or use, and for keeping account of, such certificates,
forms and devices.

6.03 ACCESS shall keep records relating to the services to be
performed hereunder, in the form and manner as it may deem advisable; provided,
however, that all accounts, books and other records of each of the Funds
(hereinafter referred to as "Fund Records") prepared or maintained by ACCESS
hereunder shall be maintained and kept current in compliance with Section 31 of
the Investment Company Act of 1940 and the Rules thereunder (such Section and
Rules being hereinafter referred to as the "1940 Act Requirements"). To the
extent required by the 1940 Act Requirements, ACCESS agrees that all Fund
Records prepared or maintained by ACCESS hereunder are the property of the
concerned Fund and shall be preserved and made available in accordance with the
1940 Act Requirements, and shall be surrendered promptly to the concerned Fund
on its request. ACCESS agrees at such reasonable times as may be requested by
the Board and at least quarterly to provide (i) written confirmation to the
Board that all Fund Records are maintained and kept current in accordance with
the 1940 Act Requirements, and (ii) such other reports regarding its
performance hereunder as may be reasonably requested by the Board.

6.04 ACCESS and each of the Funds 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.

6.05 In case of any requests or demands for the inspection of any
of the Fund Records, ACCESS will endeavor to notify each of the concerned Funds
and to secure instructions from an authorized officer of each of the concerned
Funds as to such inspection. ACCESS reserves the right, however, to exhibit
such Fund Records to any person whenever it is advised by its counsel that it
may be held liable for the failure to exhibit such Fund Records to such person.

ARTICLE 7. TERM AND TERMINATION OF AGREEMENT.

7.01 This Agreement shall remain in effect from the date hereof
through December 31, 1996; provided, however, that this Agreement may be
terminated by any party with respect to that party for good and reasonable

7
<PAGE> 8
cause at any time by giving written notice to the other party at least 120 days
prior to the date on which such termination is to be effective. Any unpaid
fees or reimbursable expenses payable to ACCESS shall be due on any such
termination date. ACCESS agrees to use its best efforts to cooperate with each
of the Funds and the successor transfer agent or agents in accomplishing an
orderly transition.

7.02 Subject to the prior approval of the Board, this Agreement
shall be renewed and extended for periods of not more than one year each,
unless and until this Agreement is terminated in accordance with section 7.01
above.

ARTICLE 8. MISCELLANEOUS.

8.01 Except as provided in section 8.03 below, neither this
Agreement nor any rights or obligations hereunder may be assigned by any party
without the written consent of ACCESS or the concerned Fund, as the case may
be; provided, however, that no consent shall be required for any merger of any
of the Funds with, or any sale of all or substantially all the assets of any of
the Funds to, another investment company.

8.02 This Agreement shall inure to the benefit of and be binding
upon the parties and their respective permitted successors and assigns.

8.03 ACCESS may, without further consent on the part of any of the
Funds, subcontract with DST, Inc., a Missouri corporation, or any other
qualified servicer, for the performance of data processing activities;
provided, however, that ACCESS shall be as fully responsible to each of the
Funds for the acts and omissions of DST, Inc., or other qualified servicer as
it is for its own acts and omissions.

8.04 ACCESS may, without further consent on the part of any of the
Funds, provide services to its affiliated companies. Such services may be
provided at cost.

8.05 This Agreement constitutes the entire agreement between the
parties hereto with respect to the subject matter hereof, and supersedes any
prior agreement with respect thereto, whether oral or written, and this
Agreement may not be modified except by written instrument executed by the
affected parties.

8.06 The execution of this Agreement has been authorized by the
Funds' Trustees. This Plan is executed on behalf of the Funds or the Trustees
of the Funds as Trustees and not individually and that the obligations of this
Agreement are not binding upon any of

8
<PAGE> 9
the Trustees, officers or shareholders of the Funds individually but are
binding only upon the assets and property of the Funds. A Certificate of Trust
in respect of each of the Funds is on file with the Secretary of the State of
Delaware.

8.07 For each of those Funds that have one or more portfolios as
set forth in Schedule "A" hereto, all obligations of those Funds under this
Agreement shall apply only on a portfolio-by-portfolio basis and the assets of
one portfolio shall not be liable for the obligations of any other.

8.08 In the event of a change in the business or regulatory
environment affecting all or any portion of this Agreement, the parties hereto
agree to renegotiate such affected portions in good faith.

9
<PAGE> 10
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be executed in their names and on their behalf and through their duly
authorized officers, as of the date first above written.

EACH OF THE VAN KAMPEN AMERICAN
CAPITAL OPEN END FUNDS LISTED ON
SCHEDULE "A" HERETO

BY: /s/ Nori L. Gabert
____________________________________
Vice President
ATTEST:
/s/ Huey Falgout
____________________________
Assistant Secretary

ACCESS INVESTOR SERVICES, INC.

BY: /s/ Nori L. Gabert
____________________________________
Vice President

ATTEST:

/s/ Huey Falgout
____________________________
Assistant Secretary

10
<PAGE> 11
SCHEDULE "A"

VAN KAMPEN AMERICAN CAPITAL OPEN END FUNDS

NOTE: All of the entities listed below are organized as Delaware business
trusts
FUND NAME
(INCLUDING PORTFOLIOS)
===============================================================================
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 Limited Maturity Government 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
Common Stock Fund
Domestic Strategic Income Fund
Emerging Growth Fund
Global Equity Fund
Government Fund
Money Market Fund
Multiple Strategy Fund
Real Estate Securities Fund

Van Kampen American Capital Municipal Bond 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
Van Kampen American Capital High Yield Municipal Fund
Van Kampen American Capital Insured Municipal Fund

Van Kampen American Capital Texas Tax Free Income Fund

Van Kampen American Capital U.S. Government Trust for Income

Van Kampen American Capital Utilities Income Fund

Van Kampen American Capital World Portfolio Series Trust
Van Kampen American Capital Global Equity Fund
Van Kampen American Capital Global Government Securities Fund

<PAGE> 1

EXHIBIT 11.1

CONSENT OF INDEPENDENT ACCOUNTANTS

We hereby consent to the use in the Statement of Additional Information
constituting part of this Post-Effective Amendment No. 17, Amendment No. 21 to
the registration statement on Form N-1A (the "Registration Statement") of our
report dated January 15, 1996, relating to the financial statements and
financial highlights of Van Kampen American Capital Tax-Exempt Trust -- High
Yield Municipal Fund (the "Fund"), which appears in such Statement of Additional
Information, and to the incorporation by reference of our report into the
Prospectus which constitutes part of this Registration Statement. We also
consent to the references to us under the headings "Financial Highlights" and
"Independent Accountants" in such Prospectus and to the reference to us under
the heading "Independent Accountants" in such Statement of Additional
Information.

/s/ PRICE WATERHOUSE LLP

PRICE WATERHOUSE LLP

Houston, Texas

March 28, 1996

<PAGE> 1

EXHIBIT 15.1

CLASS A
DISTRIBUTION PLAN
OF
VAN KAMPEN AMERICAN CAPITAL TAX-EXEMPT TRUST

Section 1. Van Kampen American Capital Tax-Exempt Trust, (the "Trust") may act
as a distributor of securities of which it is the issuer, pursuant to Rule 12b-1
under the Investment Company Act of 1940 (the "Act"), according to the terms of
this Distribution Plan (the "Plan").

Section 2. The Trust may incur as a distributor of securities of any Fund of
which it is the issuer expenses of up to twenty-five one-hundredths of one
percent (.25%) per annum of the average daily net assets, of such Fund.

Section 3. Amounts set forth in Section 2 may be expended when and if
authorized in advance by the Trust's Trustees. Such amounts may be used to
finance any activity which is primarily intended to result in the sale of the
shares including but not limited to, expenses of organizing and conducting sales
seminars, printing of prospectuses and reports for other than existing
shareholders, preparation and distribution of advertising material and sales
literature, supplemental payments to dealers under a dealer incentive program to
be established by Van Kampen American Capital Distributors, Inc. ("VKAC") as the
Trust's Distributor, in accordance with Section 4, and the costs of
administering such a program. All amounts expended pursuant to the Plan shall
be paid to VKAC. VKAC shall be required to use such amounts exclusively to
finance those activities set forth in Sections 3 and 4 of the Plan.

Section 4.

(a) Amounts expended by the Trust under the Plan shall be used primarily for
the implementation by VKAC of a dealer incentive program and to pay the cost of
administering the calculation of payments under such program.

(b) Pursuant to this program VKAC may enter into agreements ("Servicing
Agreements") with such broker/dealers ("Dealers") as may be selected from time
to time by VKAC for the provision of distribution assistance in connection with
the sale of shares of common stock of the Trust ("Shares") to the Dealers'
clients and customers ("Customers") and for the provision of administrative
support services to Customers who may from time to time directly or beneficially
own Shares. The distribution assistance and administrative support services to
be rendered by Dealers under the Servicing Agreements may include, but shall not
be limited to, the following: distributing sales literature; answering routine
Customer inquiries concerning the Trust; assisting Customers in changing
dividend options, account designations and addresses, and

<PAGE> 2

in enrolling into the pre-authorized check plan, systematic withdrawal plan or
any of several tax sheltered retirement plans offered in connection with the
purchase of Shares; assisting in the establishment and maintenance of Customer
accounts and records and in the processing of purchase and redemption
transactions; investing dividends and capital gains distributions automatically
in Shares and providing such other information and services as the Trust or the
Customer may reasonable request.

Section 5. This Plan shall not take effect with respect to any Fund until it
has been approved, by a vote of a majority (as defined in the Act) of the
outstanding voting securities of such Fund.

Section 6. This Plan shall not take effect until it has been approved, together
with any related agreements, by votes of the majority of both (a) the Trustees
of the Trust and (b) those Trustees of the Trust who are not "interested
persons" of the Trust (as defined in the Act) and have no direct or indirect
financial interest in the operation of this Plan or any agreements related to it
(the "Disinterested Trustees"), cast in person at a meeting called for the
purpose of voting on this Plan or such agreements.

Section 7. Unless sooner terminated pursuant to Section 9, this Plan shall
continue in effect for a period of one year from the date it takes effect and
thereafter shall continue in effect so long as such continuance is specifically
approved at least annually in the manner provided for approval of this Plan in
Section 6.

Section 8. VKAC shall provide to the Trust's Trustees and the Trustees shall
review, at least quarterly, a written report of the amounts so expended and the
purposes for which such expenditures were made.

Section 9. This Plan may be terminated with respect to any Fund at any time
without penalty by vote of a majority of the Disinterested Trustees, or by vote
of a majority of the outstanding voting securities of such Fund.

Section 10. Any agreement related to this Plan shall be in writing, and shall
provide:

(a) That such agreement may be terminated with respect to any Fund at any time,
without payment of any penalty, by vote of a majority of the Disinterested
Trustees or by a vote of a majority of the outstanding voting securities of such
Fund, on not more than sixty days written notice to any other party to the
agreement; and

(b) That such agreement shall terminate automatically in the event of its
assignment.

2
<PAGE> 3

Section 11. This Plan may not be amended to increase materially the amount of
distribution expenses provided for in Section 2 hereof unless such amendment is
approved in the manner provided in Section 5 hereof, and no material amendment
to the Plan shall be made unless approved in the manner provided for in Section
6 hereof.

Section 12. The execution of this Plan has been authorized by the Trust's
Trustees and by the sole shareholder of the Class A shares of each Fund. This
Plan is executed on behalf of the Trust or the Trustees of the Trust as Trustees
and not individually and that the obligations of this Plan are not binding upon
any of the Trustees, officers or shareholders of the Fund(s) of the Trust
individually but are binding only upon the assets and property of the Trust.
The obligations of each Fund hereunder are several and not joint, and any claim
hereunder against any Fund shall look only to the assets of that Fund to satisfy
such claim. The Trust is comprised of two Funds: the High Yield Municipal Fund
and Insured Municipal Fund. A Certificate of Trust in respect of the Trust is
on file with the Secretary of the State of Delaware.

VAN KAMPEN AMERICAN CAPITAL TAX-EXEMPT TRUST

By: /s/ Nori L. Gabert
-----------------------
Name: Nori L. Gabert
Its: Vice President

Plan effective as of: July 31, 1995

<PAGE> 1

EXHIBIT 15.2

CLASS B
DISTRIBUTION PLAN
OF
VAN KAMPEN AMERICAN CAPITAL TAX-EXEMPT TRUST

WHEREAS, Van Kampen American Capital Tax-Exempt Trust, (the "Trust"), engages in
business as an open-end management investment company and is registered as such
under the Investment Company Act of 1940, as amended (the "Act");

WHEREAS, the Trust proposes to commence an offering of Class B shares for each
Fund at net asset value without initial sales charge but with a contingent
deferred sales charge ("CDSC");

WHEREAS, the Trust proposes to engage in activities which are primarily intended
to result in the distribution and sale of Class B shares of any Fund, to make
payments in connection with the distribution of its Class B shares and to engage
Van Kampen American Capital Distributors, Inc. ("VKAC") to act as principal
underwriter (as defined in the Act) of its Class B shares, and desires to adopt
a Class B Shares Distribution Plan pursuant to Rule 12b-1 under the Act;

WHEREAS, VKAC proposes to compensate broker-dealers or other persons for
providing distribution assistance in the offering of Class B shares of any Fund
and to compensate financial and other industry professionals that provide
services to facilitate transactions in Class B shares for their clients (such
broker-dealers, other persons, financial institutions and other industry
professionals being collectively referred to as "Service Organizations");

WHEREAS, such compensation includes commissions to dealers and transaction fees
to other Service Organizations (such commissions and transaction fees being
collectively referred to as "Transactional Compensation"), plus supplemental
payments to Service Organizations ("Service Fees") pursuant to Servicing
Agreements proposed to be offered by VKAC to such Service Organizations;

WHEREAS, VKAC may provide additional promotional incentives to certain or all
Service Organizations and proposes to incur substantial additional expenses in
rendering distribution services for Class B shares of any Fund, including but
not limited to, printing prospectuses and reports for other than existing
shareholders, preparation and distribution of advertising material and sales
literature, expenses of organizing and conducting sales seminars, and other
operating expenses;

WHEREAS, the Trustees of the Trust have determined that there is a reasonable
likelihood that adoption of this Class B Distribution Plan will benefit each
Fund and its Class B shareholders;

NOW, THEREFORE, each Fund hereby adopts this Class B Distribution Plan (the
"Plan") in accordance with Rule 12b-1 under the Act and containing the following
terms and conditions:

<PAGE> 2

1. Subject to the supervision of the Board of Trustees of the Trust, VKAC will
provide any Fund with such distribution services and facilities as such Fund may
from time to time consider necessary to enhance the sale of its Class B shares.

2. In consideration of the Transactional Compensation and Service Fees paid and
the other distribution services for Class B shares rendered by VKAC, the Trust
shall pay VKAC out of the assets attributable to the Class B shares of any Fund
an annual distribution fee and service fee ("Distribution Fee and Service Fee")
calculated daily and payable weekly. The combined Distribution Fee and Service
Fee shall equal on an annual basis 1.00% of that portion of such Fund's net
assets attributable to Class B shares. Only distribution expenditures of a type
and amount authorized in advance by the Trust's Board of Trustees and properly
attributable to the sale of Class B shares of any Fund will be used to justify
any fee paid pursuant to this Plan.

3. This Plan shall not take effect with respect to any Fund until it has been
approved by a vote of at least a majority (as defined in the Act) of the
outstanding Class B shares of such Fund.

4. This Plan shall not take effect until it has been approved, together with
any related agreements, by votes of the majority of both (a) the Trustees of the
Trust and (b) those Trustees of the Trust who are not "interested persons" of
the Trust (as defined in the Act) and have no direct or indirect financial
interest in the operation of this Plan or any agreements related to it (the
"Disinterested Trustees"), cast in person at a meeting called for the purpose of
voting on this Plan or such agreements.

5. So long as the Plan remains in effect, the selection and nomination of
persons to serve as trustees of the Trust who are not "interested persons" of
the Trust shall be committed to the discretion of the Trustees then in office
who are not "interested persons" of the Trust.

6. Unless sooner terminated pursuant to Section 8, this Plan shall continue in
effect for a period of one year from the date it takes effect (which shall be
the date of the commencement of the public offering of Class B shares), provided
that the conditions of Sections 3 and 4 above have been met).

7. VKAC shall provide to the Trust's Board and the Board shall review, at least
quarterly, a written report of the expenses incurred hereunder and the purposes
for which such expenditures were made.

8. The Plan may be terminated, without payment of any penalty, at any time by
vote of a majority of the Disinterested Trustees, or by vote of a majority of
the outstanding voting securities of such Fund.

9. Any agreement related to this Plan shall be in writing, and shall provide:

(a) That such agreement may be terminated at any time, without payment of any
penalty, by vote of a majority of the Disinterested

2
<PAGE> 3

Trustees or by a vote of the outstanding voting securities of such Fund, on not
more than sixty days' written notice to any other party to this agreement; and

(b) That such agreement shall terminate automatically in the event of its
assignment.

10. This Plan may not be amended to increase materially the amount of
distribution expenses provided for in Section 2 hereof unless such amendment is
approved in the manner provided in Section 3 hereof, and no material amendment
to the Plan shall be made unless approved in the manner provided for in Section
4 hereof.

11. The Trust will preserve copies of the Plan, any agreement relating to the
Plan and any report made pursuant to Section 7 above, for a period of not less
than six years (the first two years in an easily accessible place) from the date
of the Plan, agreement or report.

Section 12. The execution of this Plan has been authorized by the Trust's
Trustees and by the sole shareholder of the Class B shares of each Fund. This
Plan is executed on behalf of the Trust or the Trustees of the Trust as Trustees
and not individually and that the obligations of this Plan are not binding upon
any of the Trustees, officers or shareholders of the Fund(s) of the Trust
individually but are binding only upon the assets and property of the Trust.
The obligations of each Fund hereunder are several and not joint, and any claim
hereunder against any Fund shall look only to the assets of that Fund to satisfy
such claim. The Trust is comprised of two Funds: the High Yield Municipal Fund
and Insured Municipal Fund. A Certificate of Trust in respect of the trust is
on file with the Secretary of the State of Delaware.

Van Kampen American Capital Tax-Exempt Trust

By: /s/ Nori L. Gabert
---------------------
Name: Nori L. Gabert
Its: Vice President

Plan effective as of: July 31, 1995

<PAGE> 1

EXHIBIT 15.3

CLASS C
DISTRIBUTION PLAN
OF
VAN KAMPEN AMERICAN CAPITAL TAX-EXEMPT TRUST

WHEREAS, the Trust proposes to commence an offering of Class C shares for each
Fund at net asset value without initial sales charge but with a contingent
deferred sales charge ("CDSC");

WHEREAS, the Trust proposes to engage in activities which are primarily intended
to result in the distribution and sale of Class C shares of any Fund, to make
payments in connection with the distribution of its Class C shares and to engage
Van Kampen American Capital Distributors, Inc. ("VKAC") to act as principal
underwriter (as defined in the Act) of its Class C shares, and desires to adopt
a Class C Shares Distribution Plan pursuant to Rule 12b-1 under the Act;

WHEREAS, VKAC proposes to compensate broker-dealers or other persons for
providing distribution assistance in the offering of Class C shares of any Fund
and to compensate financial and other industry professionals that provide
services to facilitate transactions in Class C shares for their clients (such
broker-dealers, other persons, financial institutions and other industry
professionals being collectively referred to as "Service Organizations");

WHEREAS, VKAC may provide additional promotional incentives to certain or all
Service Organizations and proposes to incur substantial additional expenses in
rendering distribution services for Class C shares of any Fund, including but
not limited to, printing prospectuses and reports for other than existing
shareholders, preparation and distribution of advertising material and sales
literature, expenses of organizing and conducting sales seminars, and other
operating expenses;

WHEREAS, the Trustees of the Trust have determined that there is a reasonable
likelihood that adoption of this Class C Distribution Plan will benefit each
Fund and its Class C shareholders;

<PAGE> 2

NOW, THEREFORE, each Fund hereby adopts this Class C Distribution Plan (the
"Plan") in accordance with Rule 12b-1 under the Act and containing the following
terms and conditions:

1. Subject to the supervision of the Trustees of the Trust, VKAC will provide
any Fund with such distribution services and facilities as such Fund may from
time to time consider necessary to enhance the sale of its Class C shares.

2. In consideration of the Transactional Compensation and Service Fees paid and
the other distribution services for Class C shares rendered by VKAC, the Trust
shall pay VKAC out of the assets attributable to the Class C shares of any Fund
an annual distribution fee and service fee ("Distribution Fee and Service Fee")
calculated daily and payable weekly. The combined Distribution Fee and Service
Fee shall equal on an annual basis up to 1.00% of that portion of such Fund's
net assets attributable to Class C shares. Only distribution expenditures of a
type and amount authorized in advance by the Trust's Trustees and properly
attributable to the sale of Class C shares of any Fund will be used to justify
any fee paid pursuant to this Plan.

3. This Plan shall not take effect until it has been approved by a vote of at
least a majority (as defined in the Act) of the outstanding Class C shares of
such Fund.

6. Unless sooner terminated pursuant to Section 8, this Plan shall continue in
effect for a period of one year from the date it takes effect (which shall be
the date of the commencement of the public offering of Class C shares, provided
that the conditions of Sections 3 and 4 above have been met).

7. VKAC shall provide to the Trust's Board and the Board shall review, at least
quarterly, a written report of the expenses incurred hereunder and the purposes
for which such expenditures were made.

8. The Plan may be terminated, without payment of any penalty, at any time by
vote of a majority of the Disinterested Trustees, or by

2
<PAGE> 3

vote of a majority of the outstanding voting securities of such Fund.

9. Any agreement related to this Plan shall be in writing, and shall provide:

(a) That such agreement may be terminated at any time, without payment of any
penalty, by vote of a majority of the Disinterested Trustees or by a vote of the
outstanding voting securities of such Fund, on not more than sixty days' written
notice to any other party to this agreement; and

(b) That such agreement shall terminate automatically in the event of its
assignment.

12. The execution of this Plan has been authorized by the Trust's Trustees and
by the sole shareholder of the Class C shares of each Fund. This Plan is
executed on behalf of the Trust or the Trustees of the Trust as Trustees and not
individually and that the obligations of this Plan are not binding upon any of
the Trustees, officers or shareholders of the Fund(s) of the Trust individually
but are binding only upon the assets and property of the Trust. The obligations
of each Fund hereunder are several and not joint, and any claim hereunder
against any Fund shall look only to the assets of that Fund to satisfy such
claim. The Trust is comprised of two Funds: the High Yield Municipal Fund and
Insured Municipal Fund. A Certificate of Trust in respect of the Trust is on
file with the Secretary of the State of Delaware.

Van Kampen American Capital Tax-Exempt Trust

By: /s/ NORI L. GABERT
---------------------
Name: Nori L. Gabert
Its: Vice President

Plan effective as of: July 31, 1995

<PAGE> 1

EXHIBIT 16

COMPUTATION MEASURE FOR PERFORMANCE INFORMATION

CALCULATION OF TOTAL RETURN -- CLASS A SHARES

The Fund calculates its average annual total return quotations for Class A
shares for the period ended November 30, 1995, the date of the most recent
balance sheet included in the registration statement, by finding the average
annual compounded rates of return over the designated period or periods that
would equate the initial amount invested to the ending redeemable value,
according to the following formula:

P(1+T)[n]=ERV

<TABLE>
<S> <C> <C> <C>
Where: P = a hypothetical initial payment $1,000
T = average annual total return
n = number of years
ERV = ending redeemable value of a hypothetical $1,000 payment made at the
beginning of the designated period or periods and at the end of the
designated period or periods (or fractional portion thereof);
</TABLE>

These calculations incorporate the following assumptions:

1. The maximum sales load (or other charges deducted from payments) is
deducted from the initial $1,000 payment.

2. All dividends and distributions by the Fund are reinvested at the
price stated in the Prospectus on the reinvestment dates during the period,
i.e., any sales load charged upon reinvestment of dividends would be
reflected.

3. All recurring fees, if any, charged to all shareholder accounts are
included.

4. The ending redeemable value assumes a complete redemption at the
end of the designated period or periods and the deduction of all
nonrecurring charges, if any, deducted at the end of each period.
<PAGE> 2

CALCULATION OF TOTAL RETURN -- CLASS B SHARES

The Fund calculates its average annual total return quotations for Class B
shares for the period ended November 30, 1995, the date of the most recent
balance sheet included in the registration statement, by finding the average
annual compounded rates of return over the designated period or periods that
would equate the initial amount invested to the ending redeemable value,
according to the following formula:

P(1+T)[n]=ERV

<TABLE>
<S> <C> <C> <C>
Where: P = a hypothetical initial payment of $1,000
T = average annual total return
n = number of years
ERV = ending redeemable value of a hypothetical $1,000 payment made at the
beginning of the designated period or periods and at the end of the
designated period or periods (or fractional portion thereof);
</TABLE>

These calculations incorporate the following assumptions:

1. Assumes an initial $1,000 payment with the applicable contingent
deferred sales charge imposed upon redemption.

2. All dividends and distributions by the Fund are reinvested at the
price stated in the Prospectus on the reinvestment dates during the period.

3. All recurring fees, if any, charged to all shareholder accounts are
included.

CALCULATION OF TOTAL RETURN -- CLASS C SHARES

The Fund calculates its average annual total return quotations for Class C
shares for the period ended November 30, 1995, the date of the most recent
balance sheet included in the registration statement, by finding the average
annual compounded rates of return over the designated period or periods that
would equate the initial amount invested to the ending redeemable value,
according to the following formula:

P(1+T)[n]=ERV

These calculations incorporate the following assumptions:

1. Assumes an initial $1,000 payment with a 1% contingent deferred
sale charge imposed if redeemed during the first year.

2. All dividends and distributions by the Fund are reinvested at the
price stated in the Prospectus on the reinvestment dates during the period.

3. All recurring fees, if any, charged to all shareholder accounts are
included.

4. The ending redeemable value assumes a complete redemption at the
end of the period and the deduction of all nonrecurring charges, if any,
deducted at the end of such period or periods.
<PAGE> 4

CALCULATION OF YIELD

The Fund calculates its yield quotations based on a 30-day period ended on
November 30, 1995, the date of the most recent balance sheet included in the
registration statement, by dividing the net investment income per share earned
during the period by the maximum offering price per share on the last day of the
period, according to the following formula:

a-b
YIELD (y) = 2[ (___ + 1)[6] - 1]
cd

Where: a = dividends and interest earned during the period

b = expenses accrued for the period (net of reimbursements)

c = the average daily number of shares outstanding during the period that
were entitled to receive dividends

d = the maximum offering price per share on the last day of the period

<TABLE>
<CAPTION>
HIGH YIELD MUNICIPAL
---------------------------------------
CLASS A CLASS B CLASS C
--------- --------- ---------
<S> <C> <C> <C>
a = $............................ 2,957,882 1,335,630 177,965
b = $............................ 399,953 320,846 42,732
c = ............................. 46,088,829 20,808,734 2,772,565
d = $............................ 11.74 11.18 11.17
y =.............................. 5.74 5.29 5.30
</TABLE>

<PAGE> 1
EXHIBIT 17.1

INVESTMENT COMPANIES FOR WHICH
VAN KAMPEN AMERICAN CAPITAL DISTRIBUTORS INC.
ACTS AS PRINCIPAL UNDERWRITER OR DEPOSITOR
MARCH 21, 1996

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 Limited 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 Emerging Markets Income Fund
Van Kampen American Capital Equity Trust
Van Kampen American Capital Utility Fund
Van Kampen American Capital Balanced Fund
Van Kampen American Capital Pennsylvania Tax Free Income Fund
Van Kampen American Capital Tax Free Money Fund
Van Kampen American Capital Prime Rate Income Trust
Van Kampen Merritt Series Trust
Van Kampen American Capital Quality Income Portfolio
Van Kampen American Capital High Yield Portfolio
Van Kampen American Capital Growth and Income Portfolio
Van Kampen American Capital Money Market Portfolio
Van Kampen American Capital Stock Index Portfolio
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 Limited Maturity Government 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
Van Kampen American Capital Common Stock Fund
Van Kampen American Capital Domestic Strategic Income Fund
Van Kampen American Capital Emerging Growth Fund
Van Kampen American Capital Global Equity Fund
Van Kampen American Capital Government Fund
Van Kampen American Capital Money Market Fund
Van Kampen American Capital Multiple Strategy Fund
Van Kampen American Capital Real Estate Securities Fund
<PAGE> 2
Van Kampen American Capital Pace Fund
Van Kampen American Capital Real Estate Securities Fund
Van Kampen American Capital Reserve Fund
Van Kampen American Capital Tax-Exempt Trust
Van Kampen American Capital High Yield Municipal Fund
Van Kampen American Capital Texas Tax Free Income Fund
Van Kampen American Capital U.S. Government Trust for Income
Van Kampen American Capital World Portfolio Series Trust
Van Kampen American Capital Global Equity Fund
Van Kampen American Capital Global Government Securities Fund
Internet Trust
Michigan Real Estate Income and Growth Trust
Van Kampen American Capital Insured Income Trust
Strategic Ten Trust, United States
Strategic Ten Trust, United Kingdom
Strategic Ten Trust, Hong Kong
Strategic Five Trust, United States
Van Kampen American Capital Equity Opportunity Trust
Principal Trust Princor Emerging Growth and Treasury
International Assets Advisory Corporation Global Blue Chip Trust
<PAGE> 3
<TABLE>
<S> <C>

Emerging Markets Municipal Income Trust . . . . . . . . . . . . . . . . . . . Series 1
Insured Municipals Income Trust . . . . . . . . . . . . . . . . . . . . . . . Series 1 through 368
Insured Municipals Income Trust (Discount) . . . . . . . . . . . . . . . . . Series 5 through 13
Insured Municipals Income Trust (Short Intermediate Term) . . . . . . . . . . Series 1 through 103
1000 Insured Municipals Income Trust (Intermediate Term) . . . . . . . . . . Series 5 through 86
Insured Municipals Income Trust (Limited Term) . . . . . . . . . . . . . . . Series 9 through 83
Insured Municipals Income Trust (Premium Bond Series) . . . . . . . . . . . . Series 1 through 3
Insured Municipals Income Trust (Intermediate Laddered Maturity) . . . . . . Series 1 and 2
Insured Tax Free Bond Trust . . . . . . . . . . . . . . . . . . . . . . . . Series 1 through 6
Insured Tax Free Bond Trust (Limited Term) . . . . . . . . . . . . . . . . . Series 1
Investors' Quality Tax-Exempt Trust . . . . . . . . . . . . . . . . . . . . . Series 1 through 93
Investors' Quality Tax-Exempt Trust-Intermediate . . . . . . . . . . . . . . Series 1
Investors' Corporate Income Trust . . . . . . . . . . . . . . . . . . . . . . Series 1 through 12
Investors' Governmental Securities Income Trust . . . . . . . . . . . . . . . Series 1 through 7
Van Kampen Merritt International Bond Income Trust . . . . . . . . . . . . . Series 1 through 21
Alabama Investors' Quality Tax-Exempt Trust . . . . . . . . . . . . . . . . . Series 1
Alabama Insured Municipals Income Trust . . . . . . . . . . . . . . . . . . . Series 1 through 9
Arizona Investors' Quality Tax-Exempt Trust . . . . . . . . . . . . . . . . . Series 1 through 18
Arizona Insured Municipals Income Trust . . . . . . . . . . . . . . . . . . . Series 1 through 15
Arkansas Insured Municipals Income Trust . . . . . . . . . . . . . . . . . . Series 1 through 2
Arkansas Investors' Quality Tax-Exempt Trust . . . . . . . . . . . . . . . . Series 1
California Insured Municipals Income Trust . . . . . . . . . . . . . . . . . Series 1 through 150
California Insured Municipals Income Trust (Premium Bond Series) . . . . . . Series 1
California Insured Municipals Income Trust (1st Intermediate Series) . . . . Series 1 through 3
California Investors' Quality Tax-Exempt Trust . . . . . . . . . . . . . . . Series 1 through 21
California Insured Municipals Income Trust (Intermediate Laddered) . . . . . Series 1 through 22
Colorado Insured Municipals Income Trust . . . . . . . . . . . . . . . . . . Series 1 through 79
Colorado Investors' Quality Tax-Exempt Trust . . . . . . . . . . . . . . . . Series 1 through 18
Connecticut Insured Municipals Income Trust . . . . . . . . . . . . . . . . . Series 1 through 29
Connecticut Investors' Quality Tax-Exempt Trust . . . . . . . . . . . . . . . Series 1
Delaware Investors' Quality Tax-Exempt Trust . . . . . . . . . . . . . . . . Series 1 and 2
Florida Insured Municipal Income Trust - Intermediate . . . . . . . . . . . . Series 1 and 2
Florida Insured Municipals Income Trust . . . . . . . . . . . . . . . . . . . Series 1 through 101
Florida Investors' Quality Tax-Exempt Trust . . . . . . . . . . . . . . . . Series 1 and 2
Florida Insured Municipals Income Trust (Intermediate Laddered) . . . . . . . Series 1 through 13
Georgia Insured Municipals Income Trust . . . . . . . . . . . . . . . . . . . Series 1 through 78
Georgia Investors' Quality Tax-Exempt Trust . . . . . . . . . . . . . . . . . Series 1 through 16
Hawaii Investors' Quality Tax-Exempt Trust . . . . . . . . . . . . . . . . . Series 1
Investors' Quality Municipals Trust (AMT) . . . . . . . . . . . . . . . . . . Series 1 through 9
Kansas Investors' Quality Tax-Exempt Trust . . . . . . . . . . . . . . . . . Series 1 through 11
Kentucky Investors' Quality Tax-Exempt Trust . . . . . . . . . . . . . . . . Series 1 through 57
Louisiana Insured Municipals Income Trust . . . . . . . . . . . . . . . . . . Series 1 through 13
Maine Investor's Quality Tax-Exempt Trust . . . . . . . . . . . . . . . . . . Series 1
Maryland Investors' Quality Tax-Exempt Trust . . . . . . . . . . . . . . . . Series 1 through 75
Massachusetts Insured Municipals Income Trust . . . . . . . . . . . . . . . . Series 1 through 31
Massachusetts Insured Municipals Income Trust (Premium Bond Series) . . . . . Series 1
Michigan Financial Institutions Trust . . . . . . . . . . . . . . . . . . . . Series 1
Michigan Insured Municipals Income Trust . . . . . . . . . . . . . . . . . . Series 1 through 135
Michigan Insured Municipals Income Trust (Premium Bond Series) . . . . . . . Series 1
Michigan Insured Municipals Income Trust (1st Intermediate Series) . . . . . Series 1 through 3
Michigan Investors' Quality Tax-Exempt Trust . . . . . . . . . . . . . . . . Series 1 through 30
Minnesota Insured Municipals Income Trust . . . . . . . . . . . . . . . . . . Series 1 through 57
Minnesota Investors' Quality Tax-Exempt Trust . . . . . . . . . . . . . . . . Series 1 through 21
Missouri Insured Municipals Income Trust . . . . . . . . . . . . . . . . . . Series 1 through 94
Missouri Insured Municipals Income Trust (Premium Bond Series) . . . . . . . Series 1
Missouri Investors' Quality Tax-Exempt Trust . . . . . . . . . . . . . . . . Series 1 through 15
Missouri Insured Municipals Income Trust
(Intermediate Laddered Maturity) . . . . . . . . . . . . . . . . . . . . . Series 1
Nebraska Investors' Quality Tax-Exempt Trust . . . . . . . . . . . . . . . . Series 1 through 9

</TABLE>
<PAGE> 4
<TABLE>
<S> <C>

New Mexico Insured Municipals Income Trust . . . . . . . . . . . . . . . . . . . Series 1 through 18
New Jersey Insured Municipals Income Trust . . . . . . . . . . . . . . . . . . . Series 1 through 109
New Jersey Investors' Quality Tax-Exempt Trust . . . . . . . . . . . . . . . . . Series 1 through 22
New Jersey Insured Municipals Income Trust
(Intermediate Laddered Maturity) . . . . . . . . . . . . . . . . . . . . . . . Series 1 and 4
New York Insured Municipals Income Trust-Intermediate . . . . . . . . . . . . . Series 1 through 6
New York Insured Municipals Income Trust (Limited Term) . . . . . . . . . . . . Series 1
New York Insured Municipals Income Trust . . . . . . . . . . . . . . . . . . . . Series 1 through 131
New York Insured Tax-Free Bond Trust . . . . . . . . . . . . . . . . . . . . . . Series 1
New York Insured Municipals Income Trust
(Intermediate Laddered Maturity) . . . . . . . . . . . . . . . . . . . . . . . Series 1 through 17
New York Investors' Quality Tax-Exempt Trust . . . . . . . . . . . . . . . . . . Series 1
North Carolina Investors' Quality Tax-Exempt Trust . . . . . . . . . . . . . . . Series 1 through 85
Ohio Insured Municipals Income Trust . . . . . . . . . . . . . . . . . . . . . . Series 1 through 101
Ohio Insured Municipals Income Trust (Premium Bond Series) . . . . . . . . . . . Series 1 and 2
Ohio Insured Municipals Income Trust (Intermediate Term) . . . . . . . . . . . . Series 1
Ohio Insured Municipals Income Trust
(Intermediate Laddered Maturity) . . . . . . . . . . . . . . . . . . . . . . . Series 3 through 6
Ohio Investors' Quality Tax-Exempt Trust . . . . . . . . . . . . . . . . . . . . Series 1 through 16
Oklahoma Insured Municipal Income Trust . . . . . . . . . . . . . . . . . . . . Series 1 through 17
Oregon Investors' Quality Tax-Exempt Trust . . . . . . . . . . . . . . . . . . . Series 1 through 53
Pennsylvania Insured Municipals Income Trust - Intermediate . . . . . . . . . . Series 1 through 6
Pennsylvania Insured Municipals Income Trust . . . . . . . . . . . . . . . . . . Series 1 through 215
Pennsylvania Insured Municipals Income Trust (Premium Bond Series) . . . . . . . Series 1
Pennsylvania Investors' Quality Tax-Exempt Trust . . . . . . . . . . . . . . . . Series 1 through 14
South Carolina Investors' Quality Tax-Exempt Trust . . . . . . . . . . . . . . . Series 1 through 81
Stepstone Growth Equity and Treasury Securities Trust . . . . . . . . . . . . . Series 1
Tennessee Insured Municipals Income Trust . . . . . . . . . . . . . . . . . . . Series 1-3 and 5-34
Texas Insured Municipal Income Trust . . . . . . . . . . . . . . . . . . . . . Series 1 through 40
Texas Insured Municipals Income Trust (Intermediate Ladder) . . . . . . . . . . Series 1
Virginia Investors' Quality Tax-Exempt Trust . . . . . . . . . . . . . . . . . . Series 1 through 69
Van Kampen American Capital Equity Opportunity Trust . . . . . . . . . . . . . . Series 1 through 28
Van Kampen Merritt Utility Income Trust . . . . . . . . . . . . . . . . . . . . Series 1 through 6
Van Kampen American Capital Insured Income Trust . . . . . . . . . . . . . . . . Series 1 through 53
Van Kampen Merritt Insured Income Trust (Intermediate Term) . . . . . . . . . . Series 1 through 44
Van Kampen Merritt Select Equity Trust . . . . . . . . . . . . . . . . . . . . . Series 1
Van Kampen Merritt Select Equity and Treasury Trust . . . . . . . . . . . . . . Series 1
Washington Insured Municipals Income Trust . . . . . . . . . . . . . . . . . . . Series 1
West Virginia Insured Municipals Income Trust . . . . . . . . . . . . . . . . . Series 1 through 6
Principal Financial Institutions Trust . . . . . . . . . . . . . . . . . . . . . Series 1
Internet Trust . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Series 1
Michigan Real Estate Income and Growth Trust . . . . . . . . . . . . . . . . . . Series 1
Strategic Ten Trust, United States . . . . . . . . . . . . . . . . . . . . . . . Series 1 through 7
Strategic Ten Trust, United Kingdom . . . . . . . . . . . . . . . . . . . . . . Series 1 through 7
Strategic Ten Trust, Hong Kong . . . . . . . . . . . . . . . . . . . . . . . . Series 1 through 7
Strategic Five Trust, United States . . . . . . . . . . . . . . . . . . . . . . Series 1
Equity Opportunity Trust . . . . . . . . . . . . . . . . . . . . . . . . . . . . Series 1 through 29
Emerging Growth and Treasury . . . . . . . . . . . . . . . . . . . . . . . . . . Series 1
Global Blue Chip Trust . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Series 1

</TABLE>

<PAGE> 1

EXHIBIT 17.2

OFFICERS

VAN KAMPEN AMERICAN CAPITAL DISTRIBUTORS, INC.

<TABLE>
<CAPTION>
NAME OFFICE LOCATION
- ---- ------ --------
<S> <C> <C>
Don G. Powell Chairman & Chief Executive Officer Houston, TX

William R. Molinari President & Chief Operating Oakbrook Terrace, IL
Officer

Ronald A. Nyberg Executive Vice President & General Oakbrook Terrace, IL
Counsel
William R. Rybak Executive Vice President & Chief Oakbrook Terrace, IL
Financial Officer
Paul R. Wolkenberg Executive Vice President Houston, TX

Robert A. Broman Sr. Vice President Oakbrook Terrace, IL
Gary R. DeMoss Sr. Vice President Oakbrook Terrace, IL
Keith K. Furlong Sr. Vice President Oakbrook Terrace, IL
Douglas B. Gehrman Sr. Vice President Houston, TX
Richard D. Humphrey Sr. Vice President Houston, TX
Scott E. Martin Sr. Vice President, Deputy General Oakbrook Terrace, IL
Counsel & Secretary
Debra A. Nichols Sr. Vice President Houston, TX
Charles G. Millington Sr. Vice President & Treasurer Oakbrook Terrace, IL
Colette Saucedo Sr. Vice President Houston, TX
Robert S. West Sr. Vice President Oakbrook Terrace, IL
John H. Zimmermann, III Sr. Vice President Oakbrook Terrace, IL

Timothy K. Brown 1st Vice President Laguna Niguel, CA
James S. Fosdick 1st Vice President Oakbrook Terrace, IL
Dominic C. Martellaro 1st Vice President San Francisco, CA
Mark R. McClure 1st Vice President Oakbrook Terrace, IL
Mark T. McGannon 1st Vice President Oakbrook Terrace, IL
James J. Ryan 1st Vice President Oakbrook Terrace, IL
Michael L. Stallard 1st Vice President Oakbrook Terrace, IL

Laurence J. Althoff Vice President & Controller Oakbrook Terrace, IL
James K. Ambrosio Vice President Massapequa, NY
Patricia A. Bettlach Vice President St. Louis, MO
Carol S. Biegel Vice President Oakbrook Terrace, IL
James J. Boyne Vice President & Assistant Secretary Oakbrook Terrace, IL
Linda Mae Brown Vice President Oakbrook Terrace, IL
William F. Burke, Jr. Vice President Mendham, NJ
Loren Burket Vice President Plymouth, MN
Thomas M. Byron Vice President Oakbrook Terrace, IL
Glenn M. Cackovic Vice President Laguna Niguel, CA
Joseph N. Caggiano Vice President New York, NY
Richard J. Charlino Vice President Oakbrook Terrace, IL
Eleanor M. Cloud Vice President Oakbrook Terrace, IL
Dominick Cogliandro Vice President & Asst. Treasurer New York, NY
Michael Colston Vice President Louisville, KY
Suzanne Cummings Vice President Houston, TX
David B. Dibo Vice President Oakbrook Terrace, IL

</TABLE>

<PAGE> 2

<TABLE>
<S> <C> <C>
Howard A. Doss Vice President Tampa, FL
Jonathan Eckhard Vice President Boulder, CO
Charles Edward Fisher Vice President Oakbrook Terrace, IL
William J. Fow Vice President Redding, CT
Nicholas Joseph Foxhoven Vice President Denver, CO
Charles Friday Vice President Gibsonia, PA
Nori L. Gabert Vice President, Assoc. General Houston, TX
Counsel & Asst. Secretary
Erich P. Gerth Vice President Dallas, TX
Daniel Hamilton Vice President Houston, TX
John A. Hanhauser Vice President Philadelphia, PA
Eric J. Hargens Vice President Orlando, FL
Susan J. Hill Vice President Oakbrook Terrace, IL
J. Christopher Jackson Vice President, Assoc. General Oakbrook Terrace, IL
Counsel & Asst. Secretary
Lowell Jackson Vice President Norcross, GA
Dana R. Klein Vice President Oakbrook Terrace, IL
Ann Marie Klingenhagen Vice President Oakbrook Terrace, IL
Frederick Kohly Vice President Miami, FL
David R. Kowalski Vice President & Director Oakbrook Terrace, IL
of Compliance
S. William Lehew III Vice President Charlotte, NC
Robert C. Lodge Vice President Philadelphia, PA
Walter Lynn Vice President Flower Mound, TX
Michele L. Manley Vice President Oakbrook Terrace, IL
Kevin S. Marsh Vice President Bellevue, WA
Carl Mayfield Vice President Lakewood, CO
Ruth L. McKeel Vice President Oakbrook Terrace, IL
John Mills Vice President Kenner, LA
Robert Muller, Jr. Vice President Houston, TX
Ronald E. Pratt Vice President Marietta, GA
Craig S. Prichard Vice President Oakbrook Terrace, IL
Walter E. Rein Vice President Oakbrook Terrace, IL
Michael W. Rohr Vice President Oakbrook Terrace, IL
James B. Ross Vice President Oakbrook Terrace, IL
Heather R. Sabo Vice President Richmond, Va
Stephanie Scarlata Vice President Lynbrook, NY
Lisa A. Schomer Vice President Oakbrook Terrace, IL
Ronald J. Schuster Vice President Tampa, FL
Jeffrey C. Shirk Vice President Boston, MA
Kimberly M. Spangler Vice President Atlanta, GA
Darren D. Stabler Vice President Phoenix, AZ
Christopher J. Staniforth Vice President Leawood, KS
William C. Strafford Vice President Granger, IN
James C. Taylor Vice President Oakbrook Terrace, IL
John F. Tierney Vice President Oakbrook Terrace, IL
Curtis L. Ulvestad Vice President Red Wing, MN
Jeff Warland Vice President Oakbrook Terrace, IL
Sandra A. Waterworth Vice President and Assistant Oakbrook Terrace, IL
Secretary
Steven T. West Vice President Wayne, PA
Weston B. Wetherell Vice President, Assoc. General Oakbrook Terrace, IL
Counsel & Asst. Secretary
James R. Yount Vice President Seattle, WA
Richard P. Zgonina Vice President Oakbrook Terrace, IL

Brian P. Arcara Asst. Vice President Philadelphia, PA
Christopher M. Bisaillon Asst. Vice President Oakbrook Terrace, IL
Eric J. Bridges Asst. Vice President Oakbrook Terrace, IL
Billie J. Bronaugh Asst. Vice President Houston, TX
Robert C. Brooks Asst. Vice President Manchester, MA
Richard B. Callaghan Asst. Vice President Oakbrook Terrace, IL

</TABLE>

<PAGE> 3

<TABLE>
<S> <C> <C>
Stephen M. Cutka Asst. Vice President Oakbrook Terrace, IL
Nicholas Dalmaso Asst. Vice President & Asst. Oakbrook Terrace, IL
Secretary
Gerald A. Davis Asst. Vice President Oakbrook Terrace, IL
Daniel R. DeJong Asst. Vice President Oakbrook Terrace, IL
Jerome M. Dybzinski Asst. Vice President Oakbrook Terrace, IL
Melissa B. Epstein Asst. Vice President Houston, TX
Huey P. Falgout, Jr. Asst. Vice President & Asst. Secretary Houston, TX
Rocco Fiordelisi III Asst. Vice President St. Louis, MO
Robert D. Gorski Asst. Vice President Oakbrook Terrace, IL
Walter C. Gray Asst. Vice President Oakbrook Terrace, IL
Joseph Hays Asst. Vice President Philadelphia, PA
Hunter Knapp Asst. Vice President Laguna, CA
Natalie N. Hurdle Asst. Vice President New York, NY
Laurie L. Jones Asst. Vice President Houston, TX
Jeffrey Scott Kinney Asst. Vice President Oakbrook Terrace, IL
Patricia D. Lathrop Asst. Vice President Tampa, FL
Tony E. Leal Asst. Vice President Houston, TX
Linda S. MacAyeal Asst. Vice President Oakbrook Terrace, IL
Ann Therese McGrath Asst. Vice President Oakbrook Terrace, IL
Peggy E. Moro Asst. Vice President Oakbrook Terrace, IL
David R. Niemi Asst. Vice President Oakbrook Terrace, IL
Daniel J. O'Keefe Asst. Vice President Oakbrook Terrace, IL
Allison Okun Asst. Vice President Oakbrook Terrace, IL
David B. Partain Asst. Vice President Oakbrook Terrace, IL
Christine K. Putong Asst. Vice President & Asst. Secretary Oakbrook Terrace, IL
Michael Quinn Asst. Vice President Oakbrook Terrace, IL
David P. Robbins Asst. Vice President Oakbrook Terrace, IL
Jeffrey S. Rourke Asst. Vice President Oakbrook Terrace, IL
Thomas J. Sauerborn Asst. Vice President New York, NY
Bruce Saxon Asst. Vice President Oakbrook Terrace, IL
Andrew J. Scherer Asst. Vice President Oakbrook Terrace, IL
Jeffrey C. Shirk Asst. Vice President Philadelphia, PA
Traci T. Sorensen Asst. Vice President Oakbrook Terrace, IL
Gary Steele Asst. Vice President Philadelphia, PA
David H. Villarreal Asst. Vice President Oakbrook Terrace, IL
Robert A. Watson Asst. Vice President Oakbrook Terrace, IL
Kathleen M. Wennerstrum Asst. Vice President Oakbrook Terrace, IL
Barbara A. Withers Asst. Vice President Oakbrook Terrace, IL
Melinda K. Yeager Asst. Vice President Houston, TX

David C. Goodwin Asst. Secretary Oakbrook Terrace, IL
Gina M. Scumaci Asst. Secretary Oakbrook Terrace, IL

Elizabeth M. Brown Officer Houston, TX
John Browning Officer Oakbrook Terrace, IL
Leticia George Officer Houston, TX
Gina Grippo Officer Houston, TX
Sarah Kessler Officer Oakbrook Terrace, IL
Francis McGarvey Officer Houston, TX
William D. McLaughlin Officer Houston, TX
Becky Newman Officer Houston, TX
Rosemary Pretty Officer Houston, TX
Colette Saucedo Officer Houston, TX
Frederick Shepherd Officer Houston, TX
Larry Vickrey Officer Houston, TX
John Yovanovic Officer Houston, TX

</TABLE>

<PAGE> 4

DIRECTORS

VAN KAMPEN AMERICAN CAPITAL DISTRIBUTORS, INC.

<TABLE>
<CAPTION>
NAME OFFICE LOCATION
- ---- ------ --------
<S> <C> <C>
Don G. Powell Chairman & CEO 2800 Post Oak Blvd.
Houston, TX 77056

William R. Molinari President & COO One Parkview Plaza
Oakbrook Terrace, IL 60181

Ronald A. Nyberg Executive Vice President One Parkview Plaza
& General Counsel Oakbrook Terrace, IL 60181

William R. Rybak Executive Vice President One Parkview Plaza
& CFO Oakbrook Terrace, IL 60181

</TABLE>

<PAGE> 1
Exhibit 18
MULTI-CLASS PLAN

FOR

VAN KAMPEN AMERICAN CAPITAL FAMILY OF FUNDS

This Plan is adopted pursuant to Rule 18f-3 under the Act to provide for the
issuance and distribution of multiple classes of shares by each of the Funds in
accordance with the terms, procedures and conditions set forth below. A
majority of the Trustees of the Funds, including a majority of the Trustees who
are not interested persons of the Funds within the meaning of the Act, found
this Multi-Class Plan, including the expense allocations, to be in the best
interest of each Fund and each Class of Shares of each Fund and adopted this
Plan on January 26, 1996.

A. Definitions. As used herein, the terms set forth below shall have
the meanings ascribed to them below.

1. The Act - Investment Company Act of 1940, as amended.

2. CDSC - contingent deferred sales charge.

3. CDSC Period - the period of years following acquisition
during which Shares are assessed a CDSC upon redemption.

4. Class - a class of Shares of a Fund.

5. Class A Shares - shall have the meaning ascribed in
Section B. 1.

6. Class B Shares - shall have the meaning ascribed in
Section B. 1.

7. Class C Shares - shall have the meaning ascribed in
Section B. 1.

8. Distribution Expenses - expenses incurred in activities
which are primarily intended to result in the
distribution and sale of Shares as defined in a Plan of
Distribution and/or board resolutions.

9. Distribution Fee - a fee paid by a Fund to the
Distributor in reimbursement of Distribution Expenses.

10. Distributor - Van Kampen American Capital Distributors,
Inc.

11. Fund - an investment company listed on Exhibit A hereto
and each series thereof.

<PAGE> 2
12. Money Market Fund - Van Kampen American Capital Reserve
Fund or Van Kampen American Capital Tax Free Money
Market Fund.

13. Plan of Distribution - Any plan adopted under Rule 12b-1
under the Act with respect to payment of a Distribution
Fee.

14. Service Fee - a fee paid to financial intermediaries for
the ongoing provision of personal services to Fund
shareholders and/or the maintenance of shareholder
accounts.

15. Share - a share of beneficial interest in a Fund.

16. Trustees - the trustees of a Fund.

B. Classes. Each Fund may offer three Classes as follows:

1. Class A Shares. Class A Shares shall be offered at net
asset value plus a front-end sales charge as approved
from time to time by the Trustees and set forth in the
Funds' prospectus, which may be reduced or eliminated for
Money Market Funds, larger purchases, under a combined
purchase privilege, under a right of accumulation, under
a letter of intent or for certain categories of
purchasers as permitted by Rule 22(d) of the Act and as
set forth in the Fund's prospectus. Class A Shares that
are not subject to a front-end sales charge as a result
of the foregoing, may be subject to a CDSC for the CDSC
Period set forth in Section D.1. The offering price of
Shares subject to a front-end sales charge shall be
computed in accordance with Rule 22c-1 and Section 22(d)
of the Act and the rules and regulations thereunder.
Class A Shares shall be subject to ongoing Service Fees
approved from time to time by the Trustees and set forth
in the Funds' prospectus. Although shares of Van Kampen
American Capital Tax Free Money Market Fund are not
designated as "Class A" they are substantially similar to
Class A Shares as defined herein and shall be treated as
Class A shares for the purposes of this Plan.

2. Class B Shares. Class B Shares shall be (1) offered at
net asset value, (2) subject to a CDSC for the CDSC
Period set forth in Section D.1, (3) subject to ongoing
Service Fees and Distribution Fees approved from time to
time by the Trustees and set forth in the Funds'
prospectus and (4) converted to Class A Shares three to
ten years after the calendar month in which the
shareholder's order to purchase was accepted, which
number of years shall be as approved from time to time by
the Trustees and set forth in the respective Fund's
prospectus.

3. Class C Shares. Class C Shares shall be (1) offered at
net asset value, (2) subject to a CDSC for the CDSC
Period set forth in Section D.1., (3) subject

2
<PAGE> 3
to ongoing Service Fees and Distribution Fees approved
from time to time by the Trustees and set forth in the
Funds' prospectus and (4) converted to Class A Shares
eight to fifteen years after the calendar month in which
the shareholder's order to purchase was accepted, which
number of years shall be as approved from time to time by
the Trustees and set forth in the respective Fund's
prospectus.

C. Rights and Privileges of Classes. Each Class of each Fund will
represent an interest in the same portfolio of investments of that
Fund and will have identical voting, dividend, liquidation and
other rights, preferences, powers, restrictions, limitations,
qualifications, designations and terms and conditions except as
described otherwise herein.

D. CDSC. A CDSC may be imposed upon redemption of Class A Shares,
Class B Shares and Class C Shares that do not incur a front end
sales charge subject to the following conditions:

1. CDSC Period. The CDSC Period for Class A Shares and
Class C Shares shall be one year. The CDSC Period for
Class B Shares shall be at least three but not more than
ten years as recommended by the Distributor and approved
by the Trustees.

2. CDSC Rate. The CDSC rate shall be recommended by the
Distributor and approved by the Trustees. If a CDSC is
imposed for a period greater than one year the CDSC rate
must decline during the CDSC Period such that (a) the
CDSC rate is less in the last year of the CDSC Period
than in the first and (b) in each succeeding year the
CDSC rate shall be less than or equal to the CDSC rate in
the preceding year.

3. Disclosure and Changes. The CDSC rates and CDSC Period
shall be disclosed in a Fund's prospectus and may be
decreased at the discretion of the Distributor but may
not be increased unless approved as set forth in Section
L.

4. Method of Calculation. The CDSC shall be assessed on an
amount equal to the lesser of the then current market
value or the cost of the Shares being redeemed. No sales
charge shall be imposed on increases in the net asset
value of the Shares being redeemed above the initial
purchase price. No CDSC shall be assessed on Shares
derived from reinvestment of dividends or capital gains
distributions. The order in which Class B Shares and
Class C Shares are to be redeemed when not all of such
Shares would be subject to a CDSC shall be as determined
by the Distributor in accordance with the provisions of
Rule 6c-10 under the Act.

5. Waiver. The Distributor may in its discretion waive a
CDSC otherwise due upon the redemption of Shares under
circumstances previously approved by

3
<PAGE> 4
the Trustees and disclosed in the Fund's prospectus or
statement of additional information and as allowed under
Rule 6c-10 under the Act.

6. Calculation of offering price. The offering price of
Shares subject to a CDSC shall be computed in accordance
with Rule 22c-1 and Section 22(d) of the Act and the
rules and regulations thereunder.

7. Retention by Distributor. The CDSC paid with respect to
Shares of a Fund may be retained by the Distributor to
reimburse the Distributor for commissions paid by it in
connection with the sale of Shares subject to a CDSC and
Distribution Expenses to the extent of such commissions
and Distribution Expenses eligible for reimbursement and
approved by the Trustees.

E. Service and Distribution Fees. Class A Shares shall be subject to
a Service Fee and Class B and Class C Shares shall be subject to a
Service Fee and a Distribution Fee. The Service Fee applicable to
any class shall not exceed 0.25% per annum of the average daily
net assets of the Class and the Distribution Fee shall not exceed
0.75% per annum of the average daily net assets of the Class. All
other terms and conditions with respect to Service Fees and
Distribution Fees shall be governed by the plans adopted by the
Fund with respect to such fees and Rule 12b-1 of the Act.

F. Conversion. Shares purchased through the reinvestment of
dividends and distributions paid on Shares subject to conversion
shall be treated as if held in a separate sub-account . Each time
any Shares in a Shareholder's account (other than Shares held in
the sub-account) convert to Class A Shares, a proportionate number
of Shares held in the sub-account shall also convert to Class A
Shares. All conversions shall be effected on the basis of the
relative net asset values of the two Classes without the
imposition of any sales load or other charge. So long as any
Class of Shares converts into Class A Shares, the Distributor
shall waive or reimburse each Fund, or take such other actions
with the approval of the Trustees as may be reasonably necessary,
to ensure the expenses, including payments authorized under a Plan
of Distribution, applicable to the Class A Shares are not higher
than the expenses, including payments authorized under the Plan of
Distribution, applicable to the class of shares converting into
Class A Shares.

G. Allocation of Expenses, Income and Gains Among Classes.

1. Expenses applicable to a particular class. Each Class of
each Fund shall pay any Service Fee, Distribution Fee and
CDSC applicable to that Class. Other expenses applicable
to a particular Class such as incremental transfer agency
fees, but not including advisory or custodial fees or
other expenses related to the management of the Fund's
assets, shall be allocated between Classes in different
amounts if they are actually incurred in different
amounts by the

4
<PAGE> 5
Classes or the Classes receive services of a different
kind or to a different degree than other Classes.

2. Distribution Expenses. Distribution Expenses actually
attributable to the sale of all Classes shall be
allocated to each Class based upon the ratio which sales
of each Class bears to the sales of all Shares of the
Fund. For this purpose, Shares issued upon reinvestment
of dividends or distributions, upon conversion from Class
B Shares or Class C Shares to Class A Shares or upon
stock splits will not be considered sales.

3. Income, capital gains and losses, and other expenses
applicable to all Classes. Income, realized and
unrealized capital gains and losses, and expenses such as
advisory fees applicable to all Classes shall be
allocated to each Class on the basis of the net asset
value of that Class in relation to the net asset value of
the Fund.

4. Determination of nature of expenses. The Trustees shall
determine in their sole discretion whether any expense
other than those listed herein is properly treated as
attributed to a particular Class or all Classes.

H. Exchange Privilege. Exchanges of Shares shall be permitted
between Funds as follows.

1. General. Shares of one Fund may be exchanged for Shares
of the same Class of another Fund at net asset value and
without sales charge, provided that

a. The Distributor may specify that certain Funds
may not be exchanged within a designated period,
which shall not exceed 90 days, after acquisition
without prior Distributor approval.

b. Class A Shares of a Money Market Fund that were
not acquired in exchange for Class B or Class C
Shares of a Fund may be exchanged for Class A
Shares of another Fund only upon payment of the
excess, if any, of the sales charge rate
applicable to the Shares being acquired over the
sales charge rate previously paid.

c. Shares of a Money Market Fund acquired through an
exchange of Class B Shares or Class C Shares may
be exchanged only for the same Class of another
Fund as the Class they were acquired in exchange
for or any Class into which those shares were
converted.

2. Target Fund. Shares of Van Kampen American Capital
Government Target Fund may be exchanged for Class A
Shares of a Fund.

5
<PAGE> 6
3. CDSC Computation. The acquired Shares will remain
subject to the CDSC rate schedule and CDSC Period for the
original Fund upon the redemption of the Shares from the
Van Kampen American Capital complex of funds. For
purposes of computing the CDSC payable on a disposition
of the new Shares, the holding period for the original
Shares shall be added to the holding period of the new
Shares.

I. Voting Rights of Classes.

1. Shareholders of each Class shall have exclusive voting
rights on any matter submitted to them that relates
solely to the Plan of Distribution related to that Class,
provided that

a. If any amendment is proposed to the plan under
which Service Fees are paid with respect to Class
A Shares of a Fund that would increase materially
the amount to be borne by Class A Shares under
that plan, then no Class B Shares or Class C
Shares shall convert into Class A Shares of that
Fund until the holders of Class B Shares and
Class C Shares of that Fund have also approved
the proposed amendment.

b. If the holders of either the Class B Shares
and/or Class C Shares referred to in subparagraph
a. do not approve the proposed amendment, the
Trustees of the Fund and the Distributor shall
take such action as is necessary to ensure that
the Class voting against the amendment shall
convert into another Class identical in all
material respects to Class A Shares of the Fund
as constituted prior to the amendment.

2. Shareholders shall have separate voting rights on any
matter submitted to shareholders in which the interest of
one Class differs from the interests of any other Class.

J. Dividends. Dividends paid by a Fund with respect to each Class,
to the extent any dividends are paid, will be calculated in the
same manner at the same time on the same day and will be in
substantially the same amount, except any Distribution Fees,
Service Fees or incremental expenses relating to a particular
Class will be borne exclusively by that Class.

K. Reports to Trustees. The Distributor shall provide to the
Trustees of each Fund quarterly and annual statements concerning
distribution and Shareholder servicing expenditures complying with
paragraph (b)(3)(ii) of Rule 12b-1 of the Act, as it may be
amended from time to time. The Distributors also shall provide
the Trustees such

6
<PAGE> 7
information as the Trustees may from time to time deem to be
reasonably necessary to evaluate this Plan.

L. Amendment. Any material amendment to this Plan shall be approved
by the affirmative vote of a majority of the Trustees of a Fund,
including the affirmative vote of the trustees of the Fund who are
not interested persons of the Fund, except that any amendment that
increases the CDSC rate schedule or CDSC Period must also be
approved by the affirmative vote of a majority of the Shares of
the affected Class. The Distributor shall provide the Trustees
such information as may be reasonably necessary to evaluate any
amendment to this Plan.

<PAGE> 8
EXHIBIT 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 EQUITY TRUST
VAN KAMPEN AMERICAN CAPITAL GLOBAL MANAGED ASSETS FUND
VAN KAMPEN AMERICAN CAPITAL GOVERNMENT SECURITIES 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 LIMITED MATURITY GOVERNMENT FUND
VAN KAMPEN AMERICAN CAPITAL PENNSYLVANIA TAX FREE INCOME 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 TAX-EXEMPT TRUST
VAN KAMPEN AMERICAN CAPITAL TEXAS TAX FREE INCOME FUND
VAN KAMPEN AMERICAN CAPITAL U.S. GOVERNMENT TRUST FOR INCOME
VAN KAMPEN AMERICAN CAPITAL WORLD PORTFOLIO SERIES TRUST
VAN KAMPEN AMERICAN CAPITAL U.S. GOVERNMENT TRUST
VAN KAMPEN AMERICAN CAPITAL TAX FREE TRUST
VAN KAMPEN AMERICAN CAPITAL TRUST

<ARTICLE> 6
<CIK> 0000763856
<NAME>VAN KAMPEN AMERICAN CAPITAL TAX-EXEMPT TRUST
<SERIES>
<NUMBER>011
<NAME> CLASS A

<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> NOV-30-1995
<PERIOD-START> DEC-01-1994
<PERIOD-END> NOV-30-1995
<INVESTMENTS-AT-COST> 733,354,254
<INVESTMENTS-AT-VALUE> 770,109,737
<RECEIVABLES> 28,844,872
<ASSETS-OTHER> 41,104
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 798,995,713
<PAYABLE-FOR-SECURITIES> 13,373,138
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 4,311,849
<TOTAL-LIABILITIES> 17,684,987
<SENIOR-EQUITY> 699,015
<PAID-IN-CAPITAL-COMMON> 775,046,087
<SHARES-COMMON-STOCK> 46,185,017
<SHARES-COMMON-PRIOR> 39,398,176
<ACCUMULATED-NII-CURRENT> 26,781
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> (31,216,640)
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 36,755,483
<NET-ASSETS> 781,310,726
<DIVIDEND-INCOME> 0
<INTEREST-INCOME> 54,510,588
<OTHER-INCOME> 0
<EXPENSES-NET> (8,560,856)
<NET-INVESTMENT-INCOME> 45,949,732
<REALIZED-GAINS-CURRENT> (11,171,506)
<APPREC-INCREASE-CURRENT> 56,699,702
<NET-CHANGE-FROM-OPS> 91,477,928
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> (32,309,178)
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 11,754,020
<NUMBER-OF-SHARES-REDEEMED> (6,209,642)
<SHARES-REINVESTED> 1,242,463
<NET-CHANGE-IN-ASSETS> 195,592,415
<ACCUMULATED-NII-PRIOR> 221,911
<ACCUMULATED-GAINS-PRIOR> (27,601,474)
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 3,906,255
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 8,569,227
<AVERAGE-NET-ASSETS> 472,439,824
<PER-SHARE-NAV-BEGIN> 10.44
<PER-SHARE-NII> .740
<PER-SHARE-GAIN-APPREC> .748
<PER-SHARE-DIVIDEND> (.748)
<PER-SHARE-DISTRIBUTIONS> 0
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 11.18
<EXPENSE-RATIO> .98
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0

</TABLE>

<ARTICLE> 6
<CIK> 0000763856
<NAME>VAN KAMPEN AMERICAN CAPITAL TAX-EXEMPT TRUST
<SERIES>
<NUMBER> 012
<NAME> CLASS B

<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> NOV-30-1995
<PERIOD-START> DEC-01-1994
<PERIOD-END> NOV-30-1995
<INVESTMENTS-AT-COST> 0
<INVESTMENTS-AT-VALUE> 0
<RECEIVABLES> 0
<ASSETS-OTHER> 0
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 0
<PAYABLE-FOR-SECURITIES> 0
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 0
<TOTAL-LIABILITIES> 0
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 0
<SHARES-COMMON-STOCK> 20,927,094
<SHARES-COMMON-PRIOR> 15,273,330
<ACCUMULATED-NII-CURRENT> 0
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 0
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 0
<NET-ASSETS> 0
<DIVIDEND-INCOME> 0
<INTEREST-INCOME> 0
<OTHER-INCOME> 0
<EXPENSES-NET> 0
<NET-INVESTMENT-INCOME> 0
<REALIZED-GAINS-CURRENT> 0
<APPREC-INCREASE-CURRENT> 0
<NET-CHANGE-FROM-OPS> 0
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> (12,327,837)
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 7,098,582
<NUMBER-OF-SHARES-REDEEMED> (1,925,903)
<SHARES-REINVESTED> 481,085
<NET-CHANGE-IN-ASSETS> 0
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> 0
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 0
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 0
<AVERAGE-NET-ASSETS> 203,758,134
<PER-SHARE-NAV-BEGIN> 10.43
<PER-SHARE-NII> .660
<PER-SHARE-GAIN-APPREC> .754
<PER-SHARE-DIVIDEND> (.664)
<PER-SHARE-DISTRIBUTIONS> 0
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 11.18
<EXPENSE-RATIO> 1.73
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0

</TABLE>

<ARTICLE> 6
<CIK> 0000763856
<NAME> VAN KAMPEN AMERICAN CAPITAL TAX-EXEMPT TRUST
<SERIES>
<NUMBER> 013
<NAME>CLASS C

<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> NOV-30-1995
<PERIOD-START> DEC-01-1994
<PERIOD-END> NOV-30-1995
<INVESTMENTS-AT-COST> 0
<INVESTMENTS-AT-VALUE> 0
<RECEIVABLES> 0
<ASSETS-OTHER> 0
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 0
<PAYABLE-FOR-SECURITIES> 0
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 0
<TOTAL-LIABILITIES> 0
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 0
<SHARES-COMMON-STOCK> 2,789,400
<SHARES-COMMON-PRIOR> 1,465,808
<ACCUMULATED-NII-CURRENT> 0
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 0
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 0
<NET-ASSETS> 0
<DIVIDEND-INCOME> 0
<INTEREST-INCOME> 0
<OTHER-INCOME> 0
<EXPENSES-NET> 0
<NET-INVESTMENT-INCOME> 0
<REALIZED-GAINS-CURRENT> 0
<APPREC-INCREASE-CURRENT> 0
<NET-CHANGE-FROM-OPS> 0
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> (1,507,847)
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 1,551,140
<NUMBER-OF-SHARES-REDEEMED> (303,107)
<SHARES-REINVESTED> 75,559
<NET-CHANGE-IN-ASSETS> 0
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> 0
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 0
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 0
<AVERAGE-NET-ASSETS> 25,010,658
<PER-SHARE-NAV-BEGIN> 10.42
<PER-SHARE-NII> .660
<PER-SHARE-GAIN-APPREC> .754
<PER-SHARE-DIVIDEND> (.664)
<PER-SHARE-DISTRIBUTIONS> 0
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 11.17
<EXPENSE-RATIO> 1.72
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0

</TABLE>