SCHEDULE 14A
(RULE 14A-101)

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
EXCHANGE ACT OF 1934

Filed by each Registrant /X/
Filed by a Party other than the Registrant / /
Check the appropriate box:
/ / Preliminary Proxy Statement / / Confidential, for Use of the
Commission Only (as permitted by
Rule 14a-6(e)(2))
/X/ Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to Section 240.14a-11(c) or
Section 240.14a-12

VAN KAMPEN AMERICAN CAPITAL MUNICIPAL INCOME TRUST ("VMT")
VAN KAMPEN AMERICAN CAPITAL CALIFORNIA MUNICIPAL TRUST ("VKC")
- --------------------------------------------------------------------------------
(Name of each Registrant as Specified in its Charter)

- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

/X/ No Fee Required
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and
0-11.

(1) Title of each class of securities to which transaction applies:

- --------------------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:

- --------------------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the filing fee
is calculated and state how it was determined):

- --------------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:

- --------------------------------------------------------------------------------
(5) Total fee paid:

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

/ / Fee paid previously with preliminary materials.

/ / Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number, or
the Form or Schedule and the date of its filing.

(1) Amount Previously Paid:

- --------------------------------------------------------------------------------
(2) Form, Schedule or Registration Statement No.:

- --------------------------------------------------------------------------------
(3) Filing Party:

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(4) Date Filed:

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2
- JUNE 1998 -

IMPORTANT NOTICE

TO VAN KAMPEN AMERICAN CAPITAL
CLOSED-END FUND SHAREHOLDERS

QUESTIONS
& ANSWERS

Although we recommend you read the complete proxy statement, for your
convenience, we've provided a brief overview of the issues to be voted on.

Q WHY IS A SHAREHOLDER MEETING BEING HELD?

A Because each of the Van Kampen American Capital closed-end funds is traded
on a nationally recognized stock exchange, each fund is required to hold an
annual meeting of shareholders.

Q WHAT PROPOSALS WILL BE VOTED ON?

A You are being asked to elect the nominees for the Board of Trustees and
ratify the selection of KPMG Peat Marwick LLP as the independent
accountants for your fund(s).

Q WILL MY VOTE MAKE A DIFFERENCE?

A Yes! Your vote is important and will make a difference in the developments
of your fund(s), no matter how many shares you own.

Q HOW DOES THE BOARD OF TRUSTEES RECOMMEND THAT I VOTE?

A They recommend that you vote "For" each proposal on the enclosed proxy
card.

Q WHY DOES THE PROXY STATEMENT LIST TWO CLOSED-END FUNDS?

A Each of the funds has similar proposals and it is cost-efficient for you,
as a shareholder, to have a joint proxy statement and one meeting.

Q WHERE DO I CALL FOR MORE INFORMATION?

A Please call Van Kampen American Capital Investor Services at 1-800-341-2929
(TDD users call 1-800-772-8889) from 7:00 a.m. to 7:00 p.m. Central time,
Monday through Friday.

ABOUT THE PROXY CARD

Please vote on each issue using blue or black ink to mark an X in one of the
boxes provided on the proxy card.

ELECTION OF TRUSTEES -- mark "For All," "Withhold" or "For All Except"

To withhold authority to vote for one or more nominees, check "For All Except"
and write the nominee's name(s) on the line below.

RATIFICATION OF INDEPENDENT ACCOUNTANTS -- mark "For,"
"Against" or "Abstain

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

[X] PLEASE MARK PROXY
VOTES AS IN
THIS EXAMPLE VAN KAMPEN AMERICAN CAPITAL XXXXX
ANNUAL MEETING OF SHAREHOLDERS

SAMPLE

XXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXX
XXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXX
XXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXX

FOR
FOR ALL
ALL WITHHOLD EXCEPT FOR AGAINST ABSTAIN
1. To vote to elect XXXX trustees to / / / / / / 2. To ratify the selection of / / / / / /
serve until their respective KPMG Peat Marwick LLP as the
successors are duly elected and independent accountants.
qualified.

XXXXXXXXX, XXXXXXXXX, XXXXXXXXXX

INSTRUCTIONS: to withhold authority to vote for one or
more nominees check "For All Except" nominee, and write
the nominee's name(s) on the line below.

______________________________________________________

Please be sure to sign and date this Proxy. Date

Shareholder sign here Co-owner sign here

XXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXX

VAN KAMPEN AMERICAN CAPITAL
MUNICIPAL INCOME TRUST ("VMT")

VAN KAMPEN AMERICAN CAPITAL
CALIFORNIA MUNICIPAL TRUST ("VKC")

ONE PARKVIEW PLAZA
OAKBROOK TERRACE, ILLINOIS 60181
TELEPHONE (800) 341-2929

NOTICE OF JOINT ANNUAL MEETING OF
SHAREHOLDERS
TO BE HELD JUNE 26, 1998

Notice is hereby given to: the holders of common shares of beneficial
interest, par value $0.01 per share (the "Common Shares") of each of Van Kampen
American Capital Municipal Income Trust (the "Municipal Income Trust") and Van
Kampen American Capital California Municipal Trust (the "California Municipal
Trust") (each a "Trust" and collectively the "Trusts"); the holders of preferred
shares of beneficial interest, liquidation preference $500,000 per share,
designated as Rate Adjusted Tax-Exempt Shares ("RATES") of Municipal Income
Trust; and the holders of preferred shares of beneficial interest, liquidation
preference $50,000 per share, designated as Remarketed Preferred Shares ("RP")
of California Municipal Trust (the RATES and RP are collectively referred to
herein as the "Preferred Shares"), that a Joint Annual Meeting of Shareholders
(the "Meeting") will be held at the offices of Van Kampen American Capital,
Inc., One Parkview Plaza, Oakbrook Terrace, Illinois 60181, on June 26, 1998, at
1:30 p.m. for the following purposes:

1. With respect to each Trust, to elect three Trustees, two by the holders
of the Common Shares of each Trust and one by the holders of the Preferred
Shares of each Trust, the Common Shares and the Preferred Shares of each Trust
voting as separate classes, each Trustee to serve for a three year term or
until their successors shall have been duly elected and qualified;

2. With respect to each Trust, to ratify or reject by the holders of the
Common Shares and the Preferred Shares of each Trust, voting together as a
single class, the selection of KPMG Peat Marwick LLP as independent
accountants for the Trust's current fiscal year; and

3. To transact such other business as may properly come before the Meeting
or any adjournments thereof.

Shareholders of record at the close of business on May 28, 1998 are entitled
to notice of and to vote at the Meeting or any adjournment thereof.

By Order of the Board of Trustees

/s/ Ronald A. Nyberg
Ronald A. Nyberg, Vice President and Secretary

June 1, 1998
5

EACH TRUST WILL FURNISH, WITHOUT CHARGE, A COPY OF ITS MOST RECENT ANNUAL
REPORT AND THE MOST RECENT SEMI-ANNUAL REPORT SUCCEEDING THE ANNUAL REPORT TO A
SHAREHOLDER UPON REQUEST. ANY SUCH REQUEST SHOULD BE DIRECTED TO THE VAN KAMPEN
AMERICAN CAPITAL FUNDS BY CALLING (800) 341-2929 OR BY WRITING TO THE RESPECTIVE
TRUST AT ONE PARKVIEW PLAZA, OAKBROOK TERRACE, ILLINOIS 60181.

SHAREHOLDERS OF THE TRUSTS ARE INVITED TO ATTEND THE MEETING IN PERSON. IF YOU
DO NOT EXPECT TO ATTEND THE MEETING, PLEASE INDICATE YOUR VOTING INSTRUCTIONS ON
THE ENCLOSED PROXY CARD WITH RESPECT TO EACH TRUST IN WHICH YOU WERE A
SHAREHOLDER AS OF THE RECORD DATE, DATE AND SIGN SUCH PROXY CARD(S), AND RETURN
IT (THEM) IN THE ENVELOPE PROVIDED, WHICH IS ADDRESSED FOR YOUR CONVENIENCE AND
NEEDS NO POSTAGE IF MAILED IN THE UNITED STATES.

IN ORDER TO AVOID THE ADDITIONAL EXPENSE OF FURTHER SOLICITATION, WE ASK THAT
YOU MAIL YOUR PROXY PROMPTLY.

THE BOARD OF TRUSTEES RECOMMENDS THAT YOU CAST YOUR VOTE:

- FOR ALL OF THE NOMINEES FOR THE BOARD OF TRUSTEES OF EACH TRUST LISTED IN
THE PROXY STATEMENT.

- FOR THE RATIFICATION OF THE SELECTION OF KPMG PEAT MARWICK LLP AS
INDEPENDENT ACCOUNTANTS FOR THE CURRENT FISCAL YEAR OF EACH TRUST.

YOUR VOTE IS IMPORTANT.
PLEASE RETURN YOUR PROXY CARD(S) PROMPTLY
NO MATTER HOW MANY SHARES YOU OWN.
6

PROXY STATEMENT

VAN KAMPEN AMERICAN CAPITAL MUNICIPAL INCOME TRUST
VAN KAMPEN AMERICAN CAPITAL CALIFORNIA MUNICIPAL TRUST

ONE PARKVIEW PLAZA
OAKBROOK TERRACE, ILLINOIS 60181
TELEPHONE (800) 341-2929

JOINT ANNUAL MEETING OF SHAREHOLDERS

JUNE 26, 1998

This proxy statement is furnished in connection with the solicitation by the
respective Board of Trustees (the "Board") of the Trusts (defined below) of
proxies to be voted at a Joint Annual Meeting of Shareholders, and all
adjournments thereof (the "Meeting"), to be held at the offices of Van Kampen
American Capital, Inc., One Parkview Plaza, Oakbrook Terrace, Illinois 60181, on
Friday, June 26, 1998, at 1:30 p.m. The approximate mailing date of this proxy
statement and accompanying form of proxy is June 1, 1998.

The primary purpose of the Meeting is to permit each Trust's shareholders to
elect Trustees and ratify or reject the selection of KPMG Peat Marwick LLP as
independent accountants.

Participating in the Meeting are: holders of common shares of beneficial
interest, par value $0.01 per share (the "Common Shares"), of each of Van Kampen
American Capital Municipal Income Trust, a Massachusetts business trust (the
"Municipal Income Trust"), and Van Kampen American California Municipal Trust, a
Massachusetts business trust (the "California Municipal Trust"); holders of
preferred shares, liquidation preference $500,000 per share, designated as Rate
Adjusted Tax-Exempt Shares ("RATES") of the Municipal Income Trust; and holders
of preferred shares, liquidation preference $50,000 per share, designated as
Remarketed Preferred Shares ("RP") of the California Municipal Trust (the RATES
and RP are collectively referred to herein as the "Preferred Shares"). The
Municipal Income Trust and California Municipal Trust are sometimes referred to
herein individually as a "Trust" and collectively as the "Trusts." The Common
Shares and Preferred Shares are sometimes referred to herein as the "Shares."

The Meeting is scheduled as a joint meeting of the respective shareholders of
the Trusts because the shareholders of the Trusts are expected to consider and
vote on similar matters. The Board has determined that the use of a joint proxy
statement for the Meeting is in the best interest of the shareholders of the
Trusts. In the event that any shareholder of either Trust present at the Meeting
objects to the holding of a joint meeting and moves for an adjournment of the
meeting of such Trust to a
7

time immediately after the Meeting so that Trust's meeting may be held
separately, the persons named as proxies will vote in favor of the adjournment.
Shareholders of Trusts will vote separately on each of the proposals relating to
their Trust, and an unfavorable vote on a proposal by the shareholders of one
Trust will not affect the implementation of such a proposal by the other Trust
if the proposal is approved by the shareholders of the other Trust.

The Board has fixed the close of business on May 28, 1998, as the record date
(the "Record Date") for the determination of holders of Shares of the Trusts
entitled to vote at the Meeting.

The following table summarizes each proposal to be presented at the Meeting
for each Trust and the shareholders entitled to vote with respect to each
proposal:

AFFECTED
PROPOSAL SHAREHOLDERS
-------- ------------

1. Election of Three Trustees
-- election of two trustees solely by holders of Common Shares Only
Common Shares
Preferred Shares
-- election of one trustee solely by holders of Only
Preferred Shares
2. Ratification of Independent Accountants All Shares

At the close of business on May 28, 1998, there were issued and outstanding
Shares of each Trust as set forth below:

COMMON SHARES PREFERRED SHARES
TRUST OUTSTANDING OUTSTANDING
----- ------------- ----------------

Municipal Income Trust ....................... 28,450,657 330
California Municipal Trust.................... 3,234,009 400

As of May 28, 1998, to the knowledge of each Trust, no person beneficially
owned more than 5% of such Trust's outstanding Common Shares or outstanding
Preferred Shares.

VOTING

The voting requirement for passage of a particular proposal depends on the
nature of the particular proposal.

2
8

With respect to Proposal 1, holders of the Common Shares and Preferred Shares
will vote as separate classes for the respective nominee(s) to be elected by
such class of Shares. The affirmative vote of a plurality of all the votes cast
at the Meeting in person or by proxy by the holders of the Common Shares, with a
quorum present, is required to elect each nominee for Trustee designated to be
elected by the Common Shares. The affirmative vote of a plurality of all the
votes cast at the Meeting in person or by proxy by the holders of Preferred
Shares, with a quorum present, is required to elect the nominee for Trustee
designated to be elected by the Preferred Shares.

With respect to Proposal 2, holders of the Common Shares and Preferred Shares
will vote together and an affirmative vote of a majority of the votes cast by
holders of Shares present in person or represented by proxy at the Meeting, with
a quorum present, is required to ratify the selection of the independent
accountants.

Shareholders of each Trust on the Record Date are entitled to one vote per
Share with respect to each proposal on which such class of Shares is entitled
vote; with no Share having cumulative voting rights.

The Board recommends that you cast your vote:

- FOR ALL of the nominees for the Board of Trustees of each Trust listed in
the proxy statement.

- FOR the ratification of the selection of KPMG Peat Marwick LLP as
independent accountants for the current fiscal year of each Trust.

All properly executed proxies received prior to the Meeting will be voted at
the Meeting in accordance with the instructions marked thereon. Proxies received
prior to the Meeting on which no vote is indicated will be voted "FOR" each
proposal as to which it is entitled to vote. Abstentions and broker non-votes
will not be considered "votes cast" on the proposal but will be counted as
present for the purpose of determining a quorum. A majority of the outstanding
Shares of a Trust must be present in person or by proxy to have a quorum for
such Trust to conduct business at the Meeting. An unfavorable vote on a proposal
by the shareholders of one Trust will not affect the implementation of such a
proposal by another Trust.

Shareholders who execute proxies may revoke them at any time before they are
voted by filing with the respective Trust a written notice of revocation, by
delivering a duly executed proxy bearing a later date or by attending the
Meeting and voting in person.

The Trusts know of no business other than that mentioned in Proposals 1 and 2
of the Notice that will be presented for consideration at the Meeting. If any
other matters are properly presented, it is the intention of the persons named
on the

3
9

enclosed proxy to vote proxies in accordance with their best judgment. In the
event a quorum is present at the Meeting but sufficient votes to approve any of
the proposals with respect to a Trust are not received, the persons named as
proxies may propose one or more adjournments of the Meeting of such Trust to
permit further solicitation of proxies provided they determine that such an
adjournment and additional solicitation is reasonable and in the interest of
shareholders based on a consideration of all relevant factors, including the
nature of the relevant proposal, the percentage of affirmative votes then cast,
the percentage of negative votes then cast, the nature of the proposed
solicitation activities and the nature of the reasons for such further
solicitation.

INVESTMENT ADVISER

Van Kampen American Capital Investment Advisory Corp. serves as investment
adviser to each Trust (the "Adviser"). The principal business address of the
Adviser is One Parkview Plaza Oakbrook Terrace, Illinois 60181. The Adviser is a
wholly-owned subsidiary of Van Kampen American Capital, Inc. ("VKAC"). VKAC is a
diversified asset management company with more than two million retail investor
accounts, extensive capabilities for managing institutional portfolios and more
than $60 billion under management or supervision. VKAC's more than 50 open end
and 38 closed end funds (including the Trusts) and more than 2,500 unit
investment trusts are professionally distributed by leading financial advisers
nationwide. VKAC is an indirect wholly-owned subsidiary of Morgan Stanley Dean
Witter & Co. ("MSDW").

OTHER SERVICE PROVIDERS

Each Trust has entered into an administration agreement between such Trust and
Van Kampen American Capital Distributors, Inc. (in such capacity, the
"Administrator"). The Administrator's principal business address is One Parkview
Plaza, Oakbrook Terrace, Illinois 60181. The Administrator is a wholly owned
subsidiary of VKAC. Each Trust has entered into an accounting services agreement
with the Adviser. Each Trust has entered into a legal services agreement with
VKAC. VKAC's principal business address is One Parkview Plaza, Oakbrook Terrace,
Illinois 60181. Each Trust has entered into a support services agreement with
Van Kampen American Capital Distributors, Inc.
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PROPOSAL 1: ELECTION OF TRUSTEES
- ------------------------------------------------------------------------------

The Declaration of Trust of each Trust provides that the Board shall consist
of not less than three nor more than eleven Trustees divided into three classes
of Trustees, the classes to be as nearly equal in number as possible. Each class
generally is elected to serve for a term of three years. Generally, the term of
one class expires each year and no term shall continue for more than three years
after

4
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the applicable election. This type of classification may prevent replacement of
a majority of the Trustees for up to a two-year period. The foregoing is subject
to the provisions of the Investment Company Act of 1940, as amended (the "1940
Act"), Massachusetts law, the Trust's Declaration of Trust and the Trust's
By-Laws.

With respect to the Trusts, the Class III Trustees, consisting of Messrs.
Powell, Sonnenschein and Myers, are to be elected at this Meeting by the
Shareholders to serve until the later of that Trust's Annual Meeting of
Shareholders in 2001 or until their successors have been duly elected and
qualified. Holders of Common Shares, voting as a separate class, will vote with
respect to the two nominees as set forth below as Class III Trustees designated
to be elected by the holders of Common Shares. Holders of Preferred Shares,
voting as a separate class, will vote with respect to the one nominee set forth
below as a Class III Trustee designated to be elected by the holders of
Preferred Shares. An affirmative vote of a plurality of the Common Shares of
each Trust and a plurality of the Preferred Shares of each Trust, voting as
separate classes, present at the meeting in person or by proxy is required to
elect the respective nominee(s). It is the intention of the persons named in the
enclosed proxy to vote the Shares represented by them for the election of the
respective nominees listed below unless the proxy is marked otherwise.

With respect to each Trust, pursuant to the 1940 Act, as long as any Preferred
Shares are outstanding, the holders of Preferred Shares will, voting as a
separate class, elect two of the Trustees of each Trust. Mr. Myers is currently
the Class III Trustee designated to be elected by the holders of the Preferred
Shares and Mr. Dammeyer is currently the Class II Trustee designated to be
elected by the holders of the Preferred Shares.

It is the intention of the persons named in the accompanying form of proxy to
nominate and to vote such proxy for the election of the persons named below, or
if any such persons shall be unable to serve, to vote for the election of such
other person or persons as shall be determined by the persons named in the proxy
in accordance with their judgment. The Trusts, however, have no reason to
believe that it will be necessary to designate a substitute nominee.

GENERAL INFORMATION

The following sets forth certain information regarding each Trustee's nominees
and those Trustees whose term continues after the meeting. All nominees have
consented to being named in this proxy statement and have agreed to serve if
elected for each Trust. Each of the Trustees has served as a member of the Board

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since such Trustee's initial election or appointment to the Board of Trustees as
shown in the Compensation Table below.

INFORMATION REGARDING NOMINEES FOR ELECTION

PRINCIPAL OCCUPATIONS
NAME, ADDRESS AND AGE OR EMPLOYMENT IN PAST 5 YEARS
--------------------- -----------------------------

David C. Arch(1).................. Mr. Arch is Chairman and Chief Executive
1800 Swift Drive Officer of Blistex Inc., a consumer health
Oak Brook, IL 60521 care product's manufacturer. Director of
Age: 52 Elmhurst College and the Illinois
Manufacturers' Association. Mr. Arch is also
a Trustee, Director or Managing General
Partner of other investment companies
advised by Van Kampen American Capital Asset
Management, Inc. ("Asset Management"), Van
Kampen American Capital Management Inc.
("Management Inc.") and the Adviser.
Rod Dammeyer(2)................... Mr. Dammeyer is Managing Partner of Equity
Two North Riverside Plaza Group Investments, Inc. (EGI), a company
Suite 1950 that makes private equity investments in
Chicago, IL 60606 other companies, and Vice-Chairman and
Age: 57 Director of Anixter International Inc., a
value-added provider of integrated
networking and cabling solutions that
support business information and network
infrastructure requirements (employed by
Anixter since 1985). He is also a member of
the Board of Directors of Teletech Holdings
Inc., Lukens, Inc., Metal Management, Inc.,
Stericycle, Inc., Transmedia Network, Inc.,
Jacor Communications, Inc., CNA Surety
Corp., IMC Global Inc. and Antec Corporation
and a member of Kent State University
Foundation. Prior to 1998, Mr. Dammeyer was
a member of the Board of Directors of
Capsure Holdings Corp., Falcon Building
Products, Inc., Revco D.S., Inc., the Chase
Manhattan Corporation National Advisory
Board and Sealy, Inc. Prior to 1997, Mr.
Dammeyer was President, Chief Executive
Officer and a Director of Great American
Management & Investment, Inc., a diversified
manufacturing company. Director of Santa Fe
Energy Resources, Inc., Lomas Financial
Corporation, Santa Fe Pacific Corporation,
Q-Tel, S.A. de C.V. and Servicios
Financieros Quadrum, S.A. Mr. Dammeyer is
also a Trustee, Director or Managing General
Partner of other investment companies
advised by Asset Management, Management Inc.
and the Adviser.

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PRINCIPAL OCCUPATIONS
NAME, ADDRESS AND AGE OR EMPLOYMENT IN PAST 5 YEARS
--------------------- -----------------------------

Howard J Kerr(1).................. Mr. Kerr is a Director of Canbra Foods,
736 North Western Ave. Ltd., a Canadian oilseed crushing, refining,
P.O. Box 317 processing and packaging operation. Prior to
Lake Forest, IL 60045 1998, Mr. Kerr was the President and Chief
Age: 62 Executive Officer of Pocklington
Corporation, Inc., an investment holding
company. Mr. Kerr is a Trustee, Director or
Managing General Partner of other investment
companies advised by Asset Management,
Management Inc. and the Adviser.
Dennis J. McDonnell(1)*........... Executive Vice President and Director of
One Parkview Plaza VK/AC Holding, Inc. and Van Kampen American
Oakbrook Terrace, IL 60181 Capital, Inc. President, Chief Operating
Age: 56 Officer and a Director of the Adviser, Asset
Management, Management Inc. and Van Kampen
American Capital Advisors, Inc. Prior to May
of 1998, President and a Director of Van
Kampen Merritt Equity Advisors Corp. Prior
to April of 1997, he was a Director of Van
Kampen Merritt Equity Holdings Corp. Prior
to September of 1996, Mr. McDonnell was
Chief Executive Officer and a Director of
MCM Group, Inc., McCarthy, Crisanti &
Maffei, Inc., McCarthy, Crisanti & Maffei
Acquisition Corporation; Chairman and
Director of MCM Asia Pacific Company,
Limited and MCM (Europe) Limited; and
Director of McCarthy, Crisanti & Maffei,
S.A. Prior to July of 1996, Mr. McDonnell
was President, Chief Operating Officer and
Director of VSM Inc. and VCJ Inc. President
of each of the funds in the Fund Complex
(defined below). President and Chairman of
the Board and Trustee of other investment
companies advised by the Advisers of their
affiliates.
Steven Muller, Ph.D.(2)........... Dr. Muller is President Emeritus of The
President Emeritus Johns Hopkins University. He is a Director
The Johns Hopkins University of Beneficial Corporation (bank holding
Suite 711 company) and Millipore Corporation
1619 Massachusetts Avenue, N.W. (bio-technology). Prior to December of 1997,
Washington, D.C. 20036 Dr. Muller was Chairman of The 21st Century
Age: 70 Foundation (public affairs). Prior to May,
1997, Dr. Muller was a Director of BT Alex.
Brown & Sons (investment banking). Dr.
Muller is currently a Trustee, Director and
Managing General Partner of other investment
companies advised by Asset Management,
Management Inc. and the Adviser.

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13

PRINCIPAL OCCUPATIONS
NAME, ADDRESS AND AGE OR EMPLOYMENT IN PAST 5 YEARS
--------------------- -----------------------------

Theodore A. Myers(3).............. Mr. Myers is a Senior Financial Advisor (and
550 Washington Avenue prior to 1997, an Executive Vice President
Glencoe, IL 60022 and Chief Financial Officer) of Qualitech
Age: 67 Steel Corporation, a manufacturer of special
quality bar products as well as iron carbide
(a steel scrap substitute). Mr. Myers is
also a Director of COVA Series Trust of COVA
Financial Life Insurance (formerly known as
Xerox Life). Prior to 1997, Mr. Myers was a
Director of McLouth Steel, and a member of
the Arthur Andersen Chief Financial Officer
Advisory Committee. Prior to August, 1993,
Mr. Myers was Senior Vice President, Chief
Financial Officer and a Director of Food
Brands America (formerly known as Doskocil
Companies, Inc.), a food processing and
distribution company. Mr. Myers is also a
Trustee, Director or Managing General
Partner of other investment companies
advised by Asset Management, Management Inc.
and the Adviser.
Don G. Powell(3)*................. Mr. Powell is Chairman and a Director of
Van Kampen American Capital VKAC, Van Kampen American Capital
2800 Post Oak Boulevard Distributors, Inc., the Adviser, Asset
Houston, TX 77056 Management, VK/AC Holding, Inc., Management
Age:58 Inc., Van Kampen American Capital Advisors,
Inc., ACCESS Investor Services, Inc., Van
Kampen American Capital Recordkeeping
Services, Inc., American Capital Contractual
Services, Inc., Van Kampen American Capital
Insurance Agency of Illinois, Inc., VK/AC
Systems, Inc., Van Kampen American Capital
Trust Company, and Van Kampen American
Capital Exchange Corporation. Prior to May
of 1998, Chairman and Director of Van Kampen
Merritt Equity Advisors Corp. Prior to April
of 1997, Chairman and Director of Van Kampen
American Capital Services, Inc. Prior to
1997, he was Chairman, President and
Director of American Capital Shareholders
Corporation. Prior to April of 1997, Mr.
Powell was Chairman, President and Director
of Van Kampen Merritt Equity Holdings Corp.
Prior to July of 1996, Mr. Powell was
Chairman and Director of VSM Inc. and VCJ
Inc. Prior to September 1996, Mr. Powell was
Chairman and Director of McCarthy, Crisanti
& Maffei, Inc. and McCarthy, Crisanti &
Maffei Acquisition Corporation. Mr. Powell
is Chairman of the Board of Governors and
the Executive Committee of the Investment
Company Institute. Mr. Powell is also a
Trustee or Director of other investment
companies advised by Asset Management,
Management Inc. and the Adviser.

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PRINCIPAL OCCUPATIONS
NAME, ADDRESS AND AGE OR EMPLOYMENT IN PAST 5 YEARS
--------------------- -----------------------------

Hugo F. Sonnenschein(3)........... Mr. Sonnenschein is President of the
5801 South Ellis Avenue University of Chicago. Mr. Sonnenschein is a
Suite 502 member of the Board of Trustees of the
Chicago, IL 60637 University of Rochester and a member of its
Age: 57 investment committee. Prior to July, 1993,
Mr. Sonnenschein was Dean of the School of
Arts and Sciences at the University of
Pennsylvania. Mr. Sonnenschein is a member
of the National Academy of Sciences and a
fellow of the American Academy of Arts and
Sciences. Mr. Sonnenschein is also a
Trustee, Director or Managing General
Partner of other investment companies
advised by Asset Management, Management Inc.
and the Adviser.
Wayne W. Whalen(2)*............... Mr. Whalen is a partner in the law firm of
333 West Wacker Drive Skadden, Arps, Slate, Meagher & Flom
Chicago, IL 60606 (Illinois), legal counsel to the funds in
Age: 58 the Fund Complex and certain other
investment companies advised by the Adviser,
Asset Management and Management Inc. Mr.
Whalen is also a Trustee, Director or
Managing General Partner of other investment
companies advised by Asset Management,
Management Inc. and the Adviser.

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

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

(1) Class I Trustee whose term expires at the later of the annual meeting of
shareholders in 1999 or such Trustee's successor is duly elected and
qualified.

(2) Class II Trustee whose term expires at the later of the annual meeting of
shareholders in 2000 or such Trustee's successor is duly elected and
qualified.

(3) Nominee as Class III Trustee whose term, if elected, expires at the later of
the annual meeting of shareholders in 2001 or such Trustee's successor is
duly elected and qualified.

EXECUTIVE OFFICERS OF THE TRUST

The following information relates to the other executive officers of each
Trust who are not Trustees or nominees. Each officer also serves in the same
capacity for all or a number of the other investment companies advised by the
Adviser or its affiliates. The officers of each Trust serve for one year or
until their respective successors are chosen and qualified. Each Trusts'
officers receive no compensation

9
15

from the Trusts but may also be officers of the Adviser or officers of
affiliates of the Adviser and receive compensation in such capacities.

POSITIONS AND PRINCIPAL OCCUPATIONS
NAME, ADDRESS AND AGE OFFICES WITH FUND DURING PAST 5 YEARS
- --------------------- ----------------- ---------------------

Peter Hegel......... Vice President Executive Vice President of Asset
One Parkview Plaza Management, the Adviser, Management
Oakbrook Terrace, Inc. and Van Kampen American Capital
IL 60181 Advisors, Inc. Prior to July of 1996,
Age: 41 Director of VSM Inc. Prior to
September of 1996, Director of
McCarthy, Crisanti & Maffei, Inc. and
McCarthy, Crisanti & Maffei
Acquisition Corporation. Vice
President of the other investment
companies advised by the Adviser,
Asset Management or their affiliates.
Ronald A. Nyberg.... Vice President and Executive Vice President, General
One Parkview Plaza Secretary Counsel, Secretary and Director of
Oakbrook Terrace, VKAC and VK/AC Holding, Inc. Executive
IL 60181 Vice President, General Counsel,
Age: 44 Assistant Secretary and Director of
the Adviser, Asset Management, Van
Kampen American Capital Advisors,
Inc., Management Inc., Van Kampen
American Capital Distributors, Inc.,
Van Kampen American Capital Exchange
Corporation, American Capital
Contractual Services, Inc., Van Kampen
American Capital Trust Company, VK/AC
System, Inc., Van Kampen American
Capital Insurance Agency of Illinois,
Inc. and Van Kampen American Capital
Recordkeeping Services, Inc. Executive
Vice President, General Counsel and
Assistant Secretary of ACCESS Investor
Services, Inc. as of June, 1998,
Director of ICI Mutual Insurance Co.,
a provider of insurance to members of
the Investment Company Institute.
Prior to May of 1998, Executive Vice
President and General Counsel Van
Kampen Merritt Equity Advisors Corp.
Prior to April of 1997, Executive Vice
President and General Counsel of Van
Kampen Merritt Equity Holdings Corp.
and Executive Vice President, General
Counsel and Assistant Secretary of
American Capital Shareholders
Corporation. Prior to July of 1996,
Executive Vice President and General
Counsel of VSM Inc. and VCJ Inc. Prior
to September of 1996, General Counsel
of McCarthy, Crisanti & Maffei, Inc.
Prior to June 1997, Director of ICI
Mutual Insurance Co., a provider of
insurance to members of the Investment
Company Institute. Vice President and
Secretary of other investment
companies advised by the Adviser,
Asset Management and their affiliates.

10
16

POSITIONS AND PRINCIPAL OCCUPATIONS
NAME, ADDRESS AND AGE OFFICES WITH FUND DURING PAST 5 YEARS
- --------------------- ----------------- ---------------------

Paul R. Wolkenberg... Vice President Executive Vice President and a
2800 Post Oak Blvd. Director of VKAC Holding, Inc. and
Houston, TX 77056 VKAC. Executive Vice President of Van
Age: 53 Kampen American Capital Distributors,
Inc. and the Adviser. President and a
Director of ACCESS Investor Services,
Inc. President, Chief Executive
Officer and Director of Van Kampen
American Capital Trust Company and
President, Chief Operating Officer and
a Director of Van Kampen American
Capital Recordkeeping Services, Inc.
Vice President of other investment
companies advised by the Adviser Asset
Management or their affiliates.
Edward C. Wood III... Vice President and Senior Vice President of the Adviser,
One Parkview Plaza Chief Financial Asset Management and Management Inc.
Oakbrook Terrace, Officer Senior Vice President and Chief
IL Operating Officer of Van Kampen
60181 American Capital Distributors, Inc.
Age: 41 Vice President and Chief Financial
Officer of the other investment
companies advised by the Adviser,
Asset Management and their affiliates.
Curtis W. Morell.... Vice President and Senior Vice President of the Adviser
2800 Post Oak Blvd. Chief Accounting and Asset Management. Vice President
Houston, TX 77056 Officer and Chief Accounting Officer of other
Age: 51 investment companies advised by the
Adviser, Asset Management and their
affiliates.
John L. Sullivan.... Treasurer First Vice President of the Adviser
One Parkview Plaza and Asset Management. Treasurer of
Oakbrook Terrace, other investment companies advised by
IL 60181 the Adviser, Asset Management and
Age: 42 their affiliates.
Tanya M. Loden...... Controller Vice President of the Adviser and
2800 Post Oak Blvd. Asset Management. Controller of other
Houston, TX 77056 investment companies advised by the
Age: 38 Adviser, Asset Management and their
affiliates.

REMUNERATION AND OWNERSHIP INFORMATION

The Trustees and executive officers hold the same positions with other funds
in the Fund Complex (defined below). The compensation of Trustees and executive
officers that are affiliated persons (as defined in the 1940 Act) of the Adviser
or VKAC is paid by the respective entity. The funds in the Fund Complex,
including the Trusts, pay the non-affiliated Trustees an annual retainer and
meeting fees, plus expenses incurred in connection with the such meetings. Prior
to January 1, 1998, the amount of the annual retainer was $2,500 per Trust and
meeting fees were $250 per meeting per Trust, plus expenses incurred in
connection with the such meeting. Commencing January 1, 1998, funds in the Fund
Complex (including the

11
17

Trusts) pay an annual Fund Complex retainer in an amount equal to the product of
$2,500 multiplied by the number of funds in the Fund Complex, which retainer is
then allocated among the funds in the Fund Complex based on the relative net
assets of such funds, and $250 per fund per meeting per fund, plus expenses
incurred in connection with the such meeting.

Each fund in the Fund Complex provides a deferred compensation plan to its
non-affiliated Trustees that allow such trustees to defer receipt of
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. Each fund in the Fund Complex also provides a retirement plan to its
non-affiliated Trustees that provides non-affiliated Trustees with compensation
after retirement, provided that certain eligibility requirements are met as more
fully described below.

Each non-affiliated Trustee generally 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 respective fund and earn a rate
of return determined by reference to the return on the common shares of such
fund or other funds in the Fund Complex as selected by the respective
non-affiliated Trustee, with the same economic effect as if such non-affiliated
Trustee had invested in one or more funds in the Fund Complex, including the
Trusts. To the extent permitted by the 1940 Act, each Trust may invest in
securities of those funds selected by the non-affiliated Trustees in order to
match the deferred compensation obligation. The deferred compensation plan is
not funded and obligations thereunder represent general unsecured claims against
the general assets of the respective Trust.

Each fund in the Fund Complex has adopted a retirement plan. Under the
retirement plan, a non-affiliated Trustee who is receiving trustee's
compensation from a fund prior to such non-affiliated Trustee's retirement, has
at least 10 years of service (including years of service prior to adoption of
the retirement plan) and retires at or after attaining the age of 62, is
eligible to receive a retirement benefit equal to $2,500 per year for each of
the ten years following such trustee's retirement. Trustees retiring prior to
the age of 62 or with fewer than 10 years but more than 5 years of service may
receive reduced retirement benefits from a fund. Each non-affiliated Trustee has
served as a member of each Trust's Board of Trustees as set forth in the
Compensation Table below.

12
18

Additional information regarding compensation and benefits for trustees is set
forth below. The Trustees and executive officers, as a group, own less than 1%
of Trust's outstanding Common Shares and outstanding Preferred Shares. As
indicated in the notes accompanying the table, the amounts relate to either the
respective Trust's most recently completed fiscal year or the Fund Complex' most
recently completed calendar year ended December 31, 1997.

COMPENSATION TABLE

FUND COMPLEX
------------------------------------------
ESTIMATED
AGGREGATE
AGGREGATE PENSION OR TOTAL
COMPENSATION RETIREMENT ESTIMATED COMPENSATION
FROM EACH TRUST(2) BENEFITS AGGREGATE BEFORE
---------------------- ACCRUED ANNUAL DEFERRAL
YEAR CALIFORNIA MUNICIPAL AS PART OF BENEFITS UPON FROM FUND
NAME(1) ELECTED MUNICIPAL INCOME EXPENSES(3) RETIREMENT(4) COMPLEX(5)
------- ------- ---------- --------- ----------- ------------- ------------

David C. Arch.......... 1988 $4,507 $4,507 $ 7,912 $85,000 $157,750
Rod Dammeyer........... 1988 4,507 4,507 14,303 85,000 157,750
Howard J Kerr.......... 1992 4,507 4,507 27,338 85,000 157,750
Theodore A. Myers...... 1988 4,507 4,507 57,361 85,000 157,750
Hugo F. Sonnenchein.... 1994 4,507 4,507 13,493 85,000 157,750
Wayne W. Whalen........ 1988 4,500 4,500 16,155 85,000 157,250

- ---------------
(1) Messrs. McDonnell and Powell are each an affiliated person of the Adviser
and do not receive compensation or retirement benefits from the Trusts. Mr.
Muller was appointed to the Board effective January 2, 1998 and thus has no
information to report for the Trusts' fiscal years ended June 30, 1997 or
the Fund Complex' calendar year ended December 31, 1997.

(2) The amounts shown in these columns represent the aggregate compensation
payable by each Trust for its fiscal year ended June 30, 1997 before
deferral by the trustees under the deferred compensation plan. For the year
ended June 30, 1997, certain trustees deferred compensation from each Trust
as follows: Mr. Dammeyer $3,757; Mr. Kerr $3,757; Mr. Sonnenchein $3,757;
and Mr. Whalen $3,750. The deferred compensation plan is described above the
table. Amounts deferred are retained by the respective Trust and earn a rate
of return determined by reference to either the return on the Common Shares
of the Trust or other funds in the Fund Complex (as defined below) as
selected by the respective trustee. To the extent permitted by the 1940 Act,
the Trust may invest in securities of these funds selected by the trustees
in order to match the deferred compensation obligation. At June 30, 1997,
the cumulative deferred compensation (including earnings accrued thereon for
each trustee) for each Trust is as follows: Mr. Dammeyer $13,816; Mr. Kerr
$12,454; Mr. Sonnenchein $15,123; and Mr. Whalen $10,934.

(3) The amounts shown in this column represent the sum of the estimated pension
or retirement benefit accruals expected to be accrued by the 36 operating
funds in the Fund Complex as of December 31, 1997 for their respective
fiscal years ended in 1997. The retirement plan is described above the
table.

(4) The amounts shown in this column represent the sum of the estimated annual
benefits upon retirement payable per year by the 36 operating funds in the
Fund Complex as of December 31, 1997 for each year of the 10-year period
commencing in the year of such

13
19

trustee's anticipated retirement. Each of the Trusts is expected to pay benefits
of $2,500 per year for each year of the 10-year period commencing in the year of
such trustee's retirement to those trustees who retire at or over the age of 62
and with at least ten years of service (including years of service prior to
adoption of the plan) to the respective Trust. The retirement plan is
described above the compensation table.

(5) The "Fund Complex" currently consists of 41 investment companies (including
the Trusts) advised by the Adviser or its affiliates that have the same
members on each investment company's Board of Trustees. The amounts shown in
this column are accumulated from the Aggregate Compensation of 36 operating
investment companies in the Fund Complex for the year ended December 31,
1997 before deferral by the trustees under the deferred compensation plan.
Amounts deferred are retained by the respective fund and earn a rate of
return determined by references to either the return on the Common Shares of
the Trust or common shares of other funds in the Fund Complex as selected by
the respective trustee. To the extent permitted by the 1940 Act, the
respective fund may invest in securities of the funds selected by the
trustees in order to match the deferred compensation obligation. The Adviser
also serves as investment adviser for other investment companies; however,
with the exception of Messrs. McDonnell, Whalen and Powell, the Trustees are
not trustees of other investment companies. Combining the Fund Complex with
other investment companies advised by the Adviser or its affiliates, Mr.
Whalen received Total Compensation of $268,447 for the year ended December
31, 1997.

After several transactions in 1996 and 1997, VK/AC Holding, Inc. ("VKAC
Holding"), an indirect parent of the Adviser, became an indirect wholly-owned
subsidiary of MSDW. In connection with such events, certain officers of the
Adviser, including Don G. Powell, entered into employment agreements with VKAC
Holding which expire in 2000. Certain of such officers, including Dennis J.
McDonnell and Don G. Powell, also were granted options to purchase shares of
common stock of Morgan Stanley Group Inc. ("Morgan Stanley") which vest from
1999 to 2001. Certain officers of the Advisers also entered into retention
agreements with VKAC Holding, which will remain in place through October 31,
1998. The employment agreements and retention agreements are intended to assure
that the services of the officers are available to the Adviser (and thus to the
Trusts) until such agreements expire. Finally certain officers of the Adviser,
including Messrs. McDonnell and Powell, received preferred stock of Morgan
Stanley that is convertible into common stock of Morgan Stanley through the year
2000.

MEETINGS AND COMMITTEES

With respect to each Trust, the Board met 9 times during each Trust's last
fiscal year. During such fiscal year all Trustees attended at least 75% of the
aggregate of (a) the total number of meetings of the Board during the period on
which they served as trustees and (b) the total number of meetings held by all
committees of the Board during the period on which they served as trustees.

Each Fund has an Audit Committee which makes recommendations to the Board
concerning the selection of each Trust's independent accountants, reviews with
such independent accountants the scope and results of the annual audits and

14
20

considers any comments which the independent accountants may have regarding such
Trust's financial statements or books of account. The committee currently
consists of Messrs. Arch, Dammeyer, Kerr, Myers, Muller and Sonnenschein.
Messrs. Myers and Sonnenschein are standing for election. With respect to each
Trust, the committee held two meetings during the last fiscal year.

SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section 16(a) of the Securities Exchange Act of 1934, as amended, requires
each of the Trust's Trustees, officers, investment adviser, affiliated persons
of the investment adviser and persons who own beneficially more than 10% of a
registered class of the Trust's equity securities to file forms with the
Securities and Exchange Commission ("SEC") and the New York Stock Exchange,
Inc., reporting their affiliation with the Fund and reports of ownership and
changes in ownership of the Trust's Shares. These persons and entities are
required by SEC regulations to furnish the Trust with copies of all such forms
they file. Based on a review of these forms furnished to each Trust, each Trust
believes that during the last fiscal year for each Trust, the Trust's Trustees,
officers, investment adviser and affiliated persons of the investment adviser
complied with the applicable filing requirements. To the knowledge of management
of each Trust, no shareholder of any of the Trusts owns more than 10% of a
registered class of any Trust's equity securities.

SHAREHOLDER APPROVAL

The holders of the Common Shares and holders of the Preferred Shares, each
voting as a separate class, will vote for the respective nominee(s) designated
to be elected by such class of Shares. The affirmative vote of a plurality of
the Common Shares present in person or by proxy is required to elect the
nominees for Trustees designated to be elected by the Common Shares, and the
affirmative vote of a plurality of the Preferred Shares present in person or by
proxy is required to elect the nominee for Trustee designated to be elected by
the Preferred Shares. THE BOARD OF TRUSTEES OF EACH TRUST RECOMMENDS A VOTE "FOR
ALL" OF THE NOMINEES.

- ------------------------------------------------------------------------------
PROPOSAL 2: RATIFICATION OF INDEPENDENT ACCOUNTANTS
- ------------------------------------------------------------------------------

The Board of Trustees of each Trust, including a majority of the Trustees who
are not "interested persons" of each Trust (as defined by the 1940 Act), has
selected the firm KPMG Peat Marwick LLP, independent accountants, to examine the
financial statements for the current fiscal year of each Trust. Neither Trust
knows of any direct or indirect financial interest of such firm in such Trust.
Such appointment is subject to ratification or rejection by the Shareholders of
each Trust. Unless a contrary specification is made, the accompanying proxy will
be voted in favor of ratifying the selection of such independent accountants.

15
21

Representatives of KPMG Peat Marwick LLP are expected to be present at the
Meeting, will have the opportunity to make a statement if they so desire and
should be available to respond to questions from Shareholders.

SHAREHOLDER APPROVAL

The Shareholders of each Trust are entitled to vote on this issue with respect
to such Trust. The affirmative vote of a majority of the Shares present in
person or by proxy is required to ratify the selection of the independent
accountants. THE BOARD OF TRUSTEES RECOMMENDS A VOTE "FOR" RATIFICATION OF THIS
PROPOSAL.
- ------------------------------------------------------------------------------
EXPENSES
- ------------------------------------------------------------------------------

The Trusts will bear their pro-rata portion of the expense of preparing,
printing and mailing the enclosed form of proxy, the accompanying Notice and
this Proxy Statement.

In order to obtain the necessary quorum at the Meeting, additional
solicitation may be made by mail, telephone, telegraph or personal interview by
representatives of a Fund, the Adviser, VKAC, Boston Financial Data Services,
Inc. or by First Data Investors Services Group. First Data Investors Services
Group, a solicitation firm located in Boston, Massachusetts, has been engaged to
assist in proxy solicitation at an estimated cost of approximately $2,500 for
the Municipal Income Trust and $2,500 for the California Municipal Trust.

- ------------------------------------------------------------------------------
SHAREHOLDER PROPOSALS
- ------------------------------------------------------------------------------

To be considered for presentation at a shareholders' meeting, rules
promulgated by the SEC require that, among other things, a shareholder's
proposal must be received at the offices of the relevant fund a reasonable time
before a solicitation is made. Timely submission of a proposal does not
necessarily mean that such proposal will be included. Any shareholder who wishes
to submit proposals for consideration at a meeting of such shareholder's Trust
should send such proposal to the Trust at One Parkview Plaza, Oakbrook Terrace,
Illinois 60181.

- ------------------------------------------------------------------------------
GENERAL
- ------------------------------------------------------------------------------

Management of each Trust does not intend to present and does not have reason
to believe that others will present any other items of business at the Meeting.
However, if other matters are properly presented to the Meeting for a vote, the
proxies will be voted upon such matters in accordance with the judgment of the
persons acting under the proxies.

A list of shareholders of each Trust entitled to be present and vote at the
Meeting will be available at the offices of the respective Trust, One Parkview
Plaza,

16
22

Oakbrook Terrace, Illinois 60181, for inspection by any shareholder during
regular business hours for ten days prior to the date of the Meeting.

Failure of a quorum to be present at the Meeting for any Trust may necessitate
adjournment and may subject such Trust to additional expense.

IF YOU CANNOT BE PRESENT IN PERSON, YOU ARE REQUESTED TO FILL IN, SIGN AND
RETURN THE ENCLOSED PROXY PROMPTLY. NO POSTAGE IS REQUIRED IF MAILED IN THE
UNITED STATES.

RONALD A. NYBERG,
Vice President and Secretary
June 1, 1998

17
23
VOTE THIS PROXY CARD TODAY! YOUR PROMPT RESPONSE WILL
SAVE THE EXPENSE OF ADDITIONAL MAILINGS.

Please return the proxy card in the enclosed envelope.

-Please fold and detach card at perforation before mailing-

Please refer to the Proxy Statement discussion of the following matters:
IF NO SPECIFICATION IS MADE, THE PROXY SHALL BE VOTED FOR THE PROPOSALS.
As to any other matter, said proxies shall vote in accordance with their best
judgment.
THE TRUSTEES RECOMMEND A VOTE FOR EACH OF THE FOLLOWING PROPOSALS:

PLEASE VOTE BY FILLING IN THE APPROPRIATE BOXES BELOW, AS SHOWN, USING BLUE OR
BLACK INK OR DARK PENCIL. DO NOT USE RED INK. [ ]

1. To vote for the election of the Common FOR FOR ALL
Shares Class III trustees, the nominees ALL WITHHOLD EXCEPT
named below to serve until the later of the
Annual Meeting of Shareholders in 2001 or
their respective successors are duly elected
and qualified.

Don G. Powell [ ] [ ] [ ]
and Hugo Sonnenschein

INSTRUCTION: to withhold authority to vote for one or
more nominees, check FOR ALL EXCEPT and write the
nominee's name(s) on the line below.

______________________________________

2. To ratify the selection of KMPG Peat Marwick LLP FOR AGAINST ABSTAIN
as independent accountants.
[ ] [ ] [ ]

2
24
VOTE THIS PROXY CARD TODAY! YOUR PROMPT RESPONSE WILL
SAVE THE EXPENSE OF ADDITIONAL MAILINGS.

Please be sure to sign and date this Proxy.

Please return the proxy card in the enclosed envelope.

-Please fold and detach card at perforation before mailing-

VAN KAMPEN AMERICAN CAPITAL MUNICIPAL INCOME FOR THE ANNUAL MEETING OF
TRUST PROXY SOLICITED BY THE TRUSTEES SHAREHOLDERS TO BE HELD
ON JUNE 26, 1998

The undersigned, holder of Common Shares of VAN KAMPEN AMERICAN CAPITAL
MUNICIPAL INCOME TRUST, a Massachusetts business trust (the "Trust"), revoking
previous proxies, hereby appoint(s) Ronald A. Nyberg, Weston B. Wetherell and
Edward C. Wood, III or any one or more of them, proxies, with full power of
substitution, to vote all Common Shares of the Fund as indicated above which the
undersigned is entitled to vote at the Joint Annual Meeting of Shareholders of
the Trust to be held at the offices of Van Kampen American Capital, Inc., One
Parkview Plaza, Oakbrook Terrace, Illinois 60181, on Tuesday, June 26, 1998 at
1:30 p.m., and at any adjournments thereof. All powers may be exercised by a
majority of said proxy holders or substitutes voting or acting or, if only one
votes and acts, then by that one. This Proxy shall be voted on side. Receipt of
the Notice of the Meeting and the accompanying Proxy Statement is hereby
acknowledged.

PLEASE SIGN, DATE, AND RETURN
PROMPTLY IN ENCLOSED ENVELOPE

Date , 1998
----------------------
NOTE: Please sign exactly as your
name appears on this Proxy. When
signing in a fiduciary capacity,
such as executor, administrator,
trustee, attorney, guardian, etc.,
please so indicate. Corporate and
partnership proxies should be
signed by an authorized person
indicating the persons's title.
------------------------------------
| |
| |
------------------------------------
Signature(s) (Title), if applicable)

WHEN SHARES ARE REGISTERED WITH JOINT
OWNERS, ALL JOINT OWNERS SHOULD SIGN.

25
VOTE THIS PROXY CARD TODAY! YOUR PROMPT RESPONSE WILL
SAVE THE EXPENSE OF ADDITIONAL MAILINGS.

Please return the proxy card in the enclosed envelope.

-Please fold and detach card at perforation before mailing-

PLEASE VOTE BY FILLING IN THE APPROPRIATE BOXES BELOW, AS SHOWN, USING BLUE OR
BLACK INK OR DARK PENCIL. DO NOT USE RED INK. [ ]

1. To vote for the election of the Preferred
Class III trustee, the nominee named below FOR
to serve until the later of the Annual Meeting ALL WITHHOLD
of Shareholders in 2001 or his respective successor
is duly elected and qualified.

Theodore A. Myers [ ] [ ]

2. To ratify the selection of KPMG Peat Marwick FOR AGAINST ABSTAIN
LLP as independent accountants.
[ ] [ ] [ ]

26
VOTE THIS PROXY CARD TODAY! YOUR PROMPT RESPONSE WILL
SAVE THE EXPENSE OF ADDITIONAL MAILINGS.

Please be sure to sign and date this Proxy.

Please return the proxy card in the enclosed envelope.

-Please fold and detach card at perforation before mailing-

VAN KAMPEN AMERICAN CAPITAL MUNICIPAL INCOME TRUST FOR THE ANNUAL
PROXY SOLICITED BY THE TRUSTEES MEETING OF SHAREHOLDERS
TO BE HELD ON
June 26, 1998

The undersigned, holder of Prefered Shares of VAN KAMPEN AMERICAN CAPITAL
MUNICIPAL INCOME TRUST, a Massachusetts business trust (the "Trust"),
revoking previous proxies, hereby appoint(s) Ronald A. Nyberg, Weston B.
Wetherell and Edward C. Wood, III or any one or more of them, proxies, with
full power of substitution, to vote all Prefered Shares of the Trust as
indicated above which the undersigned is entitled to vote at the Joint Annual
Meeting of Shareholders of the Trust to be held at the offices of Van Kampen
American Capital, Inc., One Parkview Plaza, Oakbrook Terrace, Illinois 60181,
on Tuesday, June 26, 1998 at 1:30 p.m., and at any adjournments thereof. All
powers may be exercised by a majority of said proxy holders or substitutes
voting or acting or, if only one votes and acts, then by that one. This Proxy
shall be voted on the proposals described in the Proxy Statement as specified
on the reverse side. Receipt of the Notice of the Meeting and the accompanying
Proxy Statement is hereby acknowledged.

PLEASE SIGN, DATE, AND RETURN
PROMPTLY IN ENCLOSED ENVELOPE

WHEN SHARES ARE REGISTERED WITH JOINT
OWNERS, ALL JOINT OWNERS SHOULD SIGN.

27
VOTE THIS PROXY CARD TODAY! YOUR PROMPT RESPONSE WILL
SAVE THE EXPENSE OF ADDITIONAL MAILINGS.

Please return the proxy card in the enclosed envelope.

-Please fold and detach card at perforation before mailing-

PLEASE VOTE BY FILLING IN THE APPROPRIATE BOXES BELOW, AS SHOWN, USING BLUE OR
BLACK INK OR DARK PENCIL. DO NOT USE RED INK. [ ]

1. To vote for the election of Common Shares Class
III trustees, the nominees named below to serve FOR FOR ALL
until the later of the Annual Meeting of ALL WITHHOLD EXCEPT
Shareholders in 2001 or their respective successors
are duly elected and qualified.

Don G. Powell [ ] [ ] [ ]
and Hugo Sonnenschein

INSTRUCTION: to withhold authority to vote for one or
more nominees, check FOR ALL EXCEPT and write the
nominee's name(s) on the line below.

______________________________________

2. To ratify the selection of KPMG Peat Marwick FOR AGAINST ABSTAIN
LLP as independent accountants.
[ ] [ ] [ ]

28
VOTE THIS PROXY CARD TODAY! YOUR PROMPT RESPONSE WILL
SAVE THE EXPENSE OF ADDITIONAL MAILINGS.

Please be sure to sign and date this Proxy.

Please return the proxy card in the enclosed envelope.

-Please fold and detach card at perforation before mailing-

VAN KAMPEN AMERICAN CAPITAL CALIFORNIA MUNICIPAL TRUST FOR THE ANNUAL
PROXY SOLICITED BY THE TRUSTEES MEETING OF SHAREHOLDERS
TO BE HELD ON
June 26, 1998

The undersigned, holder of Common Shares of VAN KAMPEN AMERICAN CAPITAL
CALIFORNIA MUNICIPAL TRUST, a Massachusetts business trust (the "Trust"),
revoking previous proxies, hereby appoint(s) Ronald A. Nyberg, Weston B.
Wetherell and Edward C. Wood, III or any one or more of them, proxies, with
full power of substitution, to vote all Common Shares of the Trust as indicated
above which the undersigned is entitled to vote at the Joint Annual Meeting of
Shareholders of the Trust to be held at the offices of Van Kampen American
Capital, Inc., One Parkview Plaza, Oakbrook Terrace, Illinois 60181, on
Tuesday, June 26, 1998 at 1:30 p.m., and at any adjournments thereof. All
powers may be exercised by a majority of said proxy holders or substitutes
voting or acting or, if only one votes and acts, then by that one. This Proxy
shall be voted on the proposals described in the Proxy Statement as specified
on the reverse side. Receipt of the Notice of the Meeting and the accompanying
Proxy Statement is hereby acknowledged.

PLEASE SIGN, DATE, AND RETURN
PROMPTLY IN ENCLOSED ENVELOPE

WHEN SHARES ARE REGISTERED WITH JOINT
OWNERS, ALL JOINT OWNERS SHOULD SIGN.

29
VOTE THIS PROXY CARD TODAY! YOUR PROMPT RESPONSE WILL
SAVE THE EXPENSE OF ADDITIONAL MAILINGS.

Please return the proxy card in the enclosed envelope.

-Please fold and detach card at perforation before mailing-

PLEASE VOTE BY FILLING IN THE APPROPRIATE BOXES BELOW, AS SHOWN, USING BLUE OR
BLACK INK OR DARK PENCIL. DO NOT USE RED INK. [ ]

1. To vote for the election of the Preferred
Class III trustee, the nominee named
below to serve until the later of the Annual
Meeting of Shareholders in 2001 or his FOR
successor is duly elected and qualified. ALL WITHHOLD

Theodore A. Myers [ ] [ ]

2. To ratify the selection of KMPG Peat Marwick LLP FOR AGAINST ABSTAIN
as independent accountants.
[ ] [ ] [ ]

2
30
VOTE THIS PROXY CARD TODAY! YOUR PROMPT RESPONSE WILL
SAVE THE EXPENSE OF ADDITIONAL MAILINGS.

Please be sure to sign and date this Proxy.

Please return the proxy card in the enclosed envelope.

-Please fold and detach card at perforation before mailing-

VAN KAMPEN AMERICAN CAPITAL CALIFORNIA MUNICIPAL FOR THE ANNUAL MEETING OF
TRUST PROXY SOLICITED BY THE TRUSTEES SHAREHOLDERS TO BE HELD
ON JUNE 26, 1998

The undersigned, holder of Preferred Shares of VAN KAMPEN AMERICAN CAPITAL
CALIFORNIA MUNICIPAL TRUST, a Massachusetts business trust (the "Trust"),
revoking previous proxies, hereby appoint(s) Ronald A. Nyberg, Weston B.
Wetherell and Edward C. Wood, III or any one or more of them, proxies, with
full power of substitution, to vote all Prefered SAhares of the Fund as
indicated above which the undersigned is entitled to vote at the Joint Annual
Meeting of Shareholders of the Trust to be held at the offices of Van Kampen
American Capital, Inc., One Parkview Plaza, Oakbrook Terrace, Illinois 60181,
on Tuesday, June 26, 1998 at 1:30 p.m., and at any adjournments thereof. All
powers may be exercised by a majority of said proxy holders or substitutes
voting or acting or, if only one votes and acts, then by that one. This Proxy
shall be voted on side. Receipt of the Notice of the Meeting and the
accompanying Proxy Statement is hereby acknowledged.

PLEASE SIGN, DATE, AND RETURN
PROMPTLY IN ENCLOSED ENVELOPE

WHEN SHARES ARE REGISTERED WITH JOINT
OWNERS, ALL JOINT OWNERS SHOULD SIGN.