VAN KAMPEN FUNDS INC.
                DISTRIBUTION AND SHAREHOLDER ASSISTANCE AGREEMENT

This  Agreement is entered into as of the 1st day of May , 2001,  by and between
Van Kampen Funds Inc. (the "Company") and the undersigned (the "Broker-Dealer").

WHEREAS,  the Company is the principal  underwriter  of the open-end  investment
companies listed on Schedule 1 to this Agreement  (hereinafter  individually the
"Fund" or collectively the "Funds"); and

WHEREAS,  the  Broker-Dealer is registered as a broker-dealer  with the National
Association of Securities Dealers, Inc.; and

WHEREAS, each respective Fund has adopted a distribution plan (the "Distribution
Plan")  pursuant to Rule 12b-1 (the "Rule") under the Investment  Company Act of
1940,   as  amended  (the  "1940  Act"),   and  a  service  plan  (the  "Service
Plan")(collectively,  the "Plans") relating to Class II Shares of such Fund, the
Plans being described in the Fund's Class II Shares' Prospectus and Statement of
Additional Information; and

WHEREAS,  each  respective  Fund's  Plans  authorize  the  Company to enter into
distribution and shareholder  assistance  agreements such as this Agreement with
broker-dealers  selected  by the  Company,  and the  Broker-Dealer  has  been so
selected; and

WHEREAS,  each respective Fund's Plans authorize the Company to make payments at
a rate specified in an agreement such as this Agreement applied to the aggregate
average daily net asset value of Class II Shares of each respective Fund sold by
such  broker-dealer  on or  after  the  effective  date  of this  Agreement,  as
determined  pursuant  to Section 5 hereof,  and held at the close of each day in
accounts of clients or  customers  of a  particular  broker-dealer,  such amount
being referred to herein as the "Holding Level"; and

WHEREAS,  this Agreement is a "related  agreement" to the  Distribution  Plan as
that term is used in the Rule and is  subject  to all of the  provisions  of the
Rule as to such agreements;

NOW, THEREFORE, the Company and the Broker-Dealer agree as follows:

     1.  Subject to  continuing  compliance  with its  obligations  pursuant  to
     Sections  2  and  3  hereof,   the  Broker-Dealer   shall  be  entitled  to
     distribution  fee and  service  fee  payments,  if  any,  to be paid by the
     Company  at the annual  percentage  rates as set forth from time to time in
     the  current  Prospectus  of the Fund (and  subject to the  Fund's  current
     Distribution Plan and current Service Plan) applied to the  Broker-Dealer's
     Holding Level,  paid on a quarterly basis (prorated for any portion of such
     period  during  which  this  Agreement  is in effect for less than the full
     amount of such period in  arrears);  it is  understood  and agreed that the
     Company,  acting  reasonably and in good faith,  may make final and binding
     determinations as to such Broker-Dealer's  continuing  compliance and as to
     whether  or  not  any  Fund's  Class  II  Shares  are to be  considered  in
     determining  the Holding  Level of any  particular  broker-dealer  and what
     Fund's Class II Shares,  if any, are to be  attributed to such purpose to a
     particular   broker-dealer,   to  a  different   broker-dealer   or  to  no
     broker-dealer.  Payments shall be made to the Broker-Dealer named above and
     portions of the payments may be, in the  discretion  of the  Broker-Dealer,
     paid over to individual registered representatives of said Broker-Dealer to
     whom there have been  assigned  accounts  of  clients or  customers  of the
     Broker-Dealer  with  respect  to which  the  respective  Holding  Level was
     determined.

     2. Any  distribution fee payments with respect to Class II Shares of a Fund
     to be made  in  accordance  with  Section  1  hereof  shall  be paid to the
     Broker-Dealer  to compensate the  Broker-Dealer  for  activities  which are
     intended   to  result  in  the  sale  of  such   Fund's   Class  II  Shares
     ("Distribution Related Activities") as described in the Rule and the Fund's
     Distribution  Plan.  Distribution  Related  Activities may include  without
     limitation: printing and distributing any prospectuses and reports used for
     sales  purposes of the Fund's Class II Shares;  preparing and  distributing
     any advertising,  promotional or sales literature and related expenses used
     for  sales  purposes  of  the  Fund's  Class  II  Shares;  compensation  of
     broker-dealers  or sales  personnel in connection  with sales of the Fund's
     Class II Shares;  education of broker-dealers and their representatives for
     sales   purposes   of   the   Fund's   Class   II   Shares;   and   similar
     distribution-related expenses.

     3. Any service fee payments with respect to Class II Shares of a Fund to be
     made in accordance with Section 1 hereof shall be paid to the Broker-Dealer
     who sells such shares and provides  personal  services to contract  holders
     and/or maintains contract holders accounts ("Servicing Related Activities")
     as described in the Fund's Service Plan.  Servicing Related  Activities may
     include without  limitation:  responding to customer  inquiries,  providing
     information on customer investments, maintaining the account of each client
     or customer who has an investment in the Fund.

     4. The parties hereto  acknowledge that the Fund maintains the right at any
     time and from time to time without notice to the Broker-Dealer to amend its
     current  Prospectus,  its Distribution Plan and its Service Plan subject to
     the terms thereof and the Rule,  which may include  amending the amounts of
     the  distribution fee and the amount of the service fee to be paid pursuant
     hereto.

     5. This  Agreement  shall go into  effect  as of the date set  forth  above
     provided  that no  payments  shall be made under this  Agreement  until the
     Agreement  is approved by a vote of each Fund's  Board of Trustees and by a
     vote of  those  Trustees  who are not  interested  persons  of the Fund (as
     defined in the 1940 Act) and have no direct or indirect  financial interest
     in the operation of the Distribution Plan or its related  agreements,  such
     as this Agreement,  related to the  Distribution  Plan (the  "Disinterested
     Trustees"), cast in person at a meeting called for the purpose of voting on
     the Distribution  Plan and related  agreements to the Distribution  Plan as
     that term is used in the Rule.  This  Agreement  shall  continue  in effect
     (unless  terminated)  if  continuance  is  specifically  approved  at least
     annually by each Fund's Board of Trustees and Disinterested Trustees in the
     manner  heretofore  specified for initial  approval.  This  Agreement  will
     terminate  automatically  in the event of its  assignment  (as that term is
     used in the Rule) or if the Distribution Plan is terminated. This Agreement
     may also be terminated at any time, without the payment of any penalty,  on
     sixty (60) days written notice to the Broker-Dealer,  by vote of a majority
     of the  Disinterested  Trustees  or by vote of a majority  (as that term is
     used in the Rule) of the outstanding voting securities of the Fund.

     6. The  Broker-Dealer  represents  and  agrees  that it will  maintain  and
     preserve all records as required by law to be  maintained  and preserved in
     connection with providing the Distribution Related Activities and Servicing
     Related  Activities  (collectively,  the  "Services"),  and will  otherwise
     comply with all laws, rules and regulations applicable to such Services.

     7. The Broker-Dealer agrees to provide copies of all the historical records
     relating to  transactions  between the Fund and contract  holders,  and all
     written communications and other related materials regarding the Fund to or
     from such  contract  holders,  as  reasonably  requested by the Fund or its
     representatives (which representatives,  include,  without limitation,  its
     auditors, legal counsel or the Fund, as the case may be) to enable the Fund
     or its  representatives  to monitor and review the Services provided by the
     Broker-Dealer,  or comply  with any  request  of the Board of  Trustees  or
     Disinterested   Trustees  of  the  Fund,  or  of  a  governmental  body  or
     self-regulatory organization.

     8. The  Broker/Dealer  agrees  that it will  permit the  Fund's  investment
     adviser, the Company, the Fund or their representatives, to have reasonable
     access to its personnel and records in order to facilitate  the  monitoring
     of the quality of the Services.

     9. The  Broker-Dealer  hereby agrees to notify the Company  promptly if for
     any  reason  it is  unable  to  perform  fully  and  promptly  any,  of its
     obligations under this Agreement.

     IN WITNESS  WHEREOF,  this Agreement is executed as of the date first above
     written.

       Firm Name: USAllianz Investor Services, LLC

          Tax ID: 41-1868049

    Firm Address: 5701 Golden Hills Drive

City, State, Zip: Minneapolis, MN  55416-1297

      Signature:


           Name:


          Title:


VAN KAMPEN FUNDS INC.
 By:

         Name:    Louis Kafkes                       Title:  Vice President

1 Parkview Plaza
 P.O. Box 5555
 Oakbrook Terrace, Illinois  60181-5555

<PAGE>

                                                        Schedule 1


PARTICIPATING VAN KAMPEN LIFE INVESTMENT TRUST PORTFOLIOS


                   Emerging Growth Portfolio - Class II Shares